SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 25, 2000
ADVANCED POLYMER SYSTEMS, INC.
------------------------------
(Exact name of Registrant as specified in its charter)
DELAWARE 1-16109 94-2875566
- ---------------------------- ------------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
123 SAGINAW DRIVE, REDWOOD CITY, CALIFORNIA 94063
-------------------------------------------------
(Address of principal executive offices) (Zip code)
(650) 366-2626
----------------------------------------------------
(Registrant's telephone number, including area code)
------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
INFORMATION TO BE INCLUDED IN THE REPORT
- ----------------------------------------
ITEM 2. Acquisition or Disposition of Assets.
On July 25, 2000 the Registrant completed the sale of its
cosmeceutical product lines and technology rights for certain
topical pharmaceuticals and other assets ("cosmeceutical and
toiletry business") to R.P. Scherer South, Inc., a subsidiary of
Cardinal Health, Inc. In the transaction, the Registrant
receives $25 million up-front and up to an additional $26.5
million over the next three years relating to performance
milestones of the purchased business. Under the terms of the
sale, Registrant will retain certain rights to its Microsponge(R)
technology in certain topical prescription medicines, including
Retin-A(R) Micro(TM) and a new product for the treatment of
actinic keratoses. Included in the sale was the Registrant's
manufacturing facility in Lafayette, Louisiana.
ITEM 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Not Applicable.
(b) Pro Forma Financial Information
Pro forma financial statements for the years ended December 31,
1999, 1998 and 1997 and three-month period ended March 31, 2000
are attached as Exhibit 99.1.
(c) Exhibits
2.1 Asset Purchase Agreement between Advanced Polymer Systems,
Inc. and R.P. Scherer South, Inc. dated June 22, 2000. (Certain
information has been omitted from the Agreement and filed
separately with the Securities and Exchange Commission pursuant
to a request by Registrant for confidential treatment pursuant to
Rule 24b-2.)
99.1 Pro forma financial statements for the years ended December
31, 1999, 1998 and 1997 and three-month period ended March 31,
2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
ADVANCED POLYMER SYSTEMS, INC.
Date: August 9, 2000 By: /S/ Michael O'Connell
---------------- ----------------------
Michael P. J. O'Connell,
President and Chief
Executive Officer