As filed with the Securities and Exchange Commission on May 25, 2004
Registration No. 333-115163
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO.1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
A.P. Pharma, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 94-2875566
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
123 Saginaw Drive, Redwood City, California 94063 (650) 366-2626
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(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Michael P.J. O'Connell
President and Chief Executive Officer
A.P. Pharma, Inc.
123 Saginaw Drive
Redwood City, California 94063
(650) 366-2626
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(Name, address, including zip code, and
telephone number, including area code,
of agent for service)
Copies to:
Richard A. Peers, Esq.
Heller Ehrman White & McAuliffe LLP
2775 Sand Hill Road
Menlo Park, California 94025
(650) 324-7000 (phone)
(650) 324-0638 (fax)
Approximate date of commencement of proposed sale to the public:
From time to time or at one time after the effective date of the Registration
Statement as the Registrant shall determine.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box.[ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box.[X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.[ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
Part II
Item 16. Exhibits.
The following documents are filed herewith (unless otherwise indicated) and
made a part of this registration statement.
Exhibit Description
Number of Exhibit
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1.1(1) Form of Underwriting Agreement
5.1 Opinion of Heller Ehrman White & McAuliffe LLP
23.1 Consent of Heller Ehrman White & McAuliffe LLP (filed as
part of Exhibit 5.1)
23.2* Consent of Ernst & Young LLP, Independent Auditors
24.1* Power of Attorney
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* Previously filed as an exhibit to this registration statement.
(1) To be filed by amendment or as an exhibit to a current report on Form 8-K
and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Registrant
ccertifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 1
to Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized in Redwood City, State of California, on May 25,
2004.
A.P. PHARMA, INC.
By: /S/ Michael P.J. O'Connell
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Michael P.J. O'Connell
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to Registration Statement on Form S-3 has been signed by the following
persons on behalf of the Registrant and in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
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/S/ Michael O'Connell President and Chief May 25, 2004
- ---------------------- Executive Officer ------------
Michael P.J. O'Connell (Principal Executive
Officer)
/S/ Gordon Sangster Chief Financial Officer May 25, 2004
- ---------------------- (Principal Accounting ------------
Gordon Sangster Officer)
/S/ Paul Goddard* Chairman of the Board May 25, 2004
- ---------------------- of Directors ------------
Paul Goddard
/S/ Stephen Drury* Director May 25, 2004
- ---------------------- ------------
Stephen Drury
/S/ Peter Riepenhausen* Director May 25, 2004
- ---------------------- ------------
Peter Riepenhausen
/S/ Toby Rosenblatt* Director May 25, 2004
- ---------------------- ------------
Toby Rosenblatt
/S/ Gregory H. Turnbull* Director May 25, 2004
- ---------------------- ------------
Gregory H. Turnbull
/S/ Dennis Winger* Director May 25, 2004
- ---------------------- ------------
Dennis Winger
/S/ Robert Zerbe* Director May 25, 2004
- ---------------------- ------------
Robert Zerbe
/S/ Michael P.J. O'Connell
- --------------------------
Michael P.J. O'Connell
*(Attorney-in-fact)
EXHIBIT INDEX
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Exhibit Description
Number of Exhibit
- ------- -----------
1.1(1) Form of Underwriting Agreement
5.1 Opinion of Heller, Ehrman, White & McAuliffe LLP
23.1 Consent of Heller, Ehrman, White & McAuliffe (filed
as part of Exhibit 5.1)
23.2* Consent of Ernst & Young LLP, Independent Auditors
24.1* Power of Attorney
* Previously filed as an exhibit to this registration statement.
(1) To be filed by amendment or as an exhibit to a current report on
Form 8-K and incorporated herein by reference.
(Footnote continued)