Prospectus Supplement No. 1, dated November 30, 2001, Rule 424(c)
to Prospectus, dated October 29, 2000. File No. 333-47032
ALLIANCE PHARMACEUTICAL CORP.
SHARES OF COMMON STOCK
This prospectus supplement relates to the public offering of shares of
our common stock by the selling shareholders named in the Selling Shareholder
Table in the prospectus referred to above. The shares are all issuable upon
conversion of our debentures, dated August 22, 2000, referred to in the Selling
Shareholder Table. The number of shares covered by the prospectus (and set forth
in the table below) has been adjusted to reflect a change in the number of
shares issuable upon conversion of the debentures due to: (i) a one-for-five
reverse split of our common stock that became effective October 18, 2001; and
(ii) a decrease in the debenture conversion price caused by an anti-dilution
provision in the debentures being triggered. Pursuant to the anti-dilution
provision, the conversion price of the debentures has been adjusted from $13.32
per share to $3.38 per share.
The Selling Shareholder Table in the prospectus referred to above is
hereby amended to reflect the sale of debentures by certain selling shareholders
formerly listed in the Selling Shareholder Table and the change in the
beneficial ownership of our shares by the listed shareholders. The debenture
representing the right to purchase 58,108 shares of common stock owned by
Narragansett I, LP and the debenture representing the right to purchase 77,027
shares of common stock owned by Narragansett Offshore, Ltd., two of the selling
shareholders, have been transferred and re-dated October 30, 2001. The transfers
are reflected in the following table:
Number of
shares of
Common
Number of Shares of Stock to be Acquisition of
Common Stock Offered by Number of Shares of Common Stock
Selling Beneficially Owned this Common Stock Beneficially Offered by this
Shareholders Before Offering (1) Prospectus (3) Owned After the Offering Prospectus
--------------- ----------- ------------------------ ----------
Number Percentage(2) Number Percentage(2)
------ ---------- ------ ----------
SDS Merchant 812,793 4.6% 404,677 408,116(4) 2.3% Represents common
Fund, stock underlying
L.P. four-year, 5%
subordinated
convertible
debenture, dated
October 30, 2001
("10/30
Debentures").
Castle Creek 516,538 2.9% 77,823 438,715(5) 2.5% 10/30 Debenture
Healthcare
Investors, LLC
CC LifeScience, 223,217 1.3% 77,823 145,394(6) * 10/30 Debenture
Ltd.
* Indicates ownership of less than 1% of outstanding shares.
(1) Includes the shares of common stock underlying the 10/30 Debentures and
being offered by this prospectus.
(2) Based on 17,747,092 shares of our common stock outstanding as of November
30, 2001, which number assumes the sale of all the shares of common stock
registered under this prospectus to persons who are not affiliates of the
selling shareholders.
(3) Includes the number of shares of common stock that could be issued as
payment of interest on the 10/30 Debentures for a period of one year, commencing
October 30, 2001.
(4) Represents shares of common stock underlying a four-year, 5% subordinated
convertible debenture, dated August 22, 2000, convertible at $3.38 per share,
shares of common stock underlying a warrant, dated October 30, 2001, exercisable
at $4.06 per share and shares of common stock acquired October 30 and November
30, 2001.
(5) Represents shares of common stock underlying a four-year, 5% subordinated
convertible debenture, dated August 22, 2000, convertible at $3.38 per share,
shares of common stock underlying a warrant, dated October 30, 2001, exercisable
at $4.06 per share and shares of common stock acquired October 30 and November
30, 2001.
(6) Represents shares of common stock underlying a warrant, dated October 30,
2001, exercisable at $4.06 per share and shares of common stock acquired October
30 and November 30, 2001.