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As filed with the Securities and Exchange Commission on December 10, 2003.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Mylan Laboratories Inc.

(Exact Name of Issuer as specified in its charter)

     
Pennsylvania
(State or other jurisdiction
of incorporation or organization)
  25-1211621
(I.R.S. Employer Identification No.)
     
1500 Corporate Drive
Canonsburg, Pennsylvania

(Address of principal executive offices)
  15317
(Zip Code)

Mylan Profit Sharing 401(k) Plan
Mylan Puerto Rico Profit Sharing Employee Savings Plan

(Full Title of Plans)

Edward J. Borkowski
Chief Financial Officer
1500 Corporate Drive
Canonsburg, Pennsylvania 15317

(Name and address of agent for service)

(724) 514-1800
(Telephone number, including area code, of agent for service)

Copy to:
Richard E. Wood, Esquire
Kirkpatrick & Lockhart LLP
Henry W. Oliver Building
535 Smithfield Street
Pittsburgh, Pennsylvania 15222

CALCULATION OF REGISTRATION FEE

                                 
            Proposed maximum   Proposed maximum        
    Amount to be   offering price per   aggregate offering   Amount of
Title of each class of securities to be registered   registered   share (3)   price   registration fee

 
 
 
 
Common Stock, par value $.50 per share (1)
    2,250,000 (2)   $ 25.38     $ 57,105,000     $ 4,620  


(1)   All information in the table above reflects the three-for-two stock split of the Common Stock effective as of October 8, 2003.
 
(2)   Represents 1,650,000 shares of Common Stock under the Mylan Profit Sharing 401(k) Plan and 600,000 shares of Common Stock under the Mylan Puerto Rico Profit Sharing Employee Savings Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares of Common Stock as may be offered or issued under the plans to prevent dilution resulting from stock splits, stock dividends or similar transactions. In addition, pursuant to Rule 416(c) under the Securities Act, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the plans.
 
(3)   The maximum offering price per share is estimated solely for purposes of calculating the registration fee pursuant to Rules 457(c) and (h) under the Securities Act on the basis of the average of the high and low prices of the registrant’s Common Stock as reported on the New York Stock Exchange on December 5, 2003.

 


 

EXPLANATORY NOTE

      This Registration Statement on Form S-8 is being filed by Mylan Laboratories Inc. (the “Registrant”) with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 2,250,000 shares of the Registrant’s common stock, par value $.50 per share (such share amount and all other information herein having been adjusted for the three-for-two stock split effective October 8, 2003), for issuance pursuant to the Mylan Profit Sharing 401(k) Plan and the Mylan Puerto Rico Profit Sharing Employee Savings Plan. In accordance with General Instruction E to Form S-8, the contents of Registration Statement No. 333-42182, filed with Commission on July 25, 2000, as amended by Amendment No. 1 to Form S-8 filed with the Commission on June 30, 2003, are incorporated herein by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

      The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:

       
Exhibit      
Number   Description

 
5.1   Opinion of Kirkpatrick & Lockhart LLP
23.1   Consent of Kirkpatrick & Lockhart LLP (included in the opinion filed as Exhibit 5.1)
23.2   Consent of Deloitte & Touche LLP
24.1   Power of Attorney (included on the signature page of this Registration Statement)

 


 

SIGNATURES

      The Registrant.Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Canonsburg, Commonwealth of Pennsylvania, on December 5, 2003.

   
  MYLAN LABORATORIES INC
 
  By: /s/ Edward J. Borkowski

Edward J. Borkowski
Chief Financial Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Coury and Edward J. Borkowski, and each of them, with full power to act without the other, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments to this registration statement, including post-effective amendments, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents of any of them, or any substitute or substitutes, lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated.

         
SIGNATURE   TITLE   DATE

 
 
/s/ Milan Puskar

Milan Puskar
  Chairman and Director   December 5, 2003
 
/s/ Robert J. Coury

Robert J. Coury
  Vice Chairman, Chief
Executive Officer and
Director (Principal
Executive Officer)
  December 5, 2003
 
/s/ Edward J. Borkowski

Edward J. Borkowski
  Chief Financial Officer
(Principal Financial Officer)
  December 5, 2003
 
/s/ Gary E. Sphar

Gary E. Sphar
  Vice President and Corporate
Controller (Principal
Accounting Officer)
  December 5, 2003
 
/s/ Wendy Cameron

Wendy Cameron
  Director   December 5, 2003
 
/s/ Laurence S. DeLynn

Laurence S. DeLynn
  Director   December 5, 2003
 
/s/ John C. Gaisford, M.D.

John C. Gaisford, M.D.
  Director   December 5, 2003
 
/s/ Douglas J. Leech

Douglas J. Leech
  Director   December 5, 2003

 


 

         
SIGNATURE   TITLE   DATE

 
 
 
/s/ Joseph C. Maroon, M.D.

Joseph C. Maroon, M.D.
  Director   December 5, 2003
 
/s/ Patricia A. Sunseri

Patricia A. Sunseri
  Director   December 5, 2003
 
/s/ C.B. Todd

C.B. Todd
  Director   December 5, 2003
 
/s/ Randall L. Vanderveen, Ph.D., R.Ph

Randall L. Vanderveen, Ph.D., R.Ph
  Director   December 5, 2003
 
/s/ Stuart A. Williams, Esq.

Stuart A. Williams, Esq
  Director   December 5, 2003

      The Plans.Pursuant to the requirements of the Securities Act of 1933, as amended, the Plan Administrator of each of the Mylan Profit Sharing 401(k) Plan and the Mylan Puerto Rico Profit Sharing Employee Savings Plan has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Canonsburg, Commonwealth of Pennsylvania, on December 5, 2003.

   
  MYLAN PROFIT SHARING 401(K) PLAN
 
  By: /s/ Karen L. Reuther

Karen L. Reuther
Plan Administrator
 
  MYLAN PUERTO RICO PROFIT SHARING
EMPLOYEE SAVINGS PLAN
 
  By: /s/ Karen L. Reuther

Karen L. Reuther
Plan Administrator

 


 

EXHIBIT INDEX

       
Exhibit    
Number   Description

 
5.1   Opinion of Kirkpatrick & Lockhart LLP
23.1   Consent of Kirkpatrick & Lockhart LLP (included in the opinion filed as Exhibit 5.1)
23.2   Consent of Deloitte & Touche LLP
24.1   Power of Attorney (set forth on the signature page of this Registration Statement)