================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- AMENDMENT NO 1 ON FORM 10-K/A TO ANNUAL REPORT ON FORM 10-K (Mark One) |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 OR |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period __________ to __________ COMMISSION FILE NUMBER: 0-20580 LIFE MEDICAL SCIENCES, INC. (Exact name of registrant as specified in its charter) Delaware 14-1745197 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) P.O. Box 219, Little Silver, New Jersey 07739 (Address of principal executive offices) (Zip Code) (732) 728-1769 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: NONE (Title of each class) Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK--PAR VALUE $.001 PER SHARE UNITS REDEEMABLE CLASS A WARRANTS REDEEMABLE CLASS B WARRANTS (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES |X| NO |_| Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. |X| The aggregate market value of the common equity held by non-affiliates of the registrant as of March 8, 2002 was approximately $4.5 million. As of March 8, 2002, 15,535,650 shares of Common Stock, $.001 par value, of the registrant were issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant's definitive proxy statement to be filed pursuant to Regulation 14A in connection with solicitation of proxies for its 2002 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. ================================================================================ Item 14, Item a(1) of the Registrant's Form 10-K for the fiscal year ended December 31, 2001 which was filed on March 22, 2002 is hereby amended and restated in its entirety. Such amendment is being made as a result of the change in the last sentence of the second paragraph of Footnote M [1] regarding the warrants received as a placement fee. The placement fee consisted of 91,667 Units and a two-year warrant to purchase an additional 916,667 shares of Common Stock. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Life Medical Sciences, Inc. (Registrant) By: /s/ Robert P. Hickey ------------------------ Robert P. Hickey Chairman, President, CEO and CFO (principal executive, financial and accounting officer) Dated: March 26, 2002