As Filed with the Securities and Exchange Commission on July 3, 2001

Registration No. 333-
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Securities and Exchange Commission
Washington, D.C. 20549

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Form S-8
Registration Statement
Under
The Securities Act of 1933

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Antares Pharma, Inc.
(Exact Name of Registrant as Specified in its Charter)

Minnesota 41-1350192
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)

161 Cheshire Lane, Suite 100
Minneapolis, MN 55441
(763) 475-7700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)

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1998 Stock Option Plan for Non-Employee Directors
2001 Stock Option Plan for Non-Employee Directors and Consultants
2001 Incentive Stock Option Plan for Employees
(Full Title of Plan)

Roger G. Harrison, PH.D.
Chief Executive Officer
Antares Pharma, Inc.
161 Cheshire Lane, Suite 100
Minneapolis, MN 55441
(763) 475-7700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)

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Copies To:
Ivy S. Bernhardson
Leonard, Street and Deinard
150 South Fifth Street - Suite 2300
Minneapolis, MN 55402
(612) 335-7072

CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
TITLE OF
EACH CLASS PROPOSED PROPOSED
OF MAXIMUM MAXIMUM
SECURITIES AMOUNT TO OFFERING AGGREGATE AMOUNT OF
TO BE BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED SHARE (2) PRICE (2) FEE (2)
- --------------------------------------------------------------------------------
Common Stock, 19,000 $1.5625 $29,687.50 $ 7.42
par value $.01
per share (3)

Common Stock, 200,000 $4.4184 $ 883,680 $220.92
par value $.01
per share (4)

Common Stock, 600,000 $4.4096 $2,645,760 $661.44
par value $.01
per share (5)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

(1) This Registration Statement covers the aggregate number of ordinary shares
which may be sold upon the exercise of options which have been granted and may
be granted under the terms of the 1998 Stock Option Plan for Non-Employee
Directors (the "1998 Plan"), the 2001 Stock Option Plan for Non-Employee
Directors and Consultants (the "2001 Plan") or the 2001 Incentive Stock Option
Plan for Employees (the "Employee Plan") (collectively the "Plan"). Pursuant to
Rule 416, this Registration Statement shall also be deemed to cover an
indeterminate number of additional shares of common stock in the event the
number of outstanding shares of Antares Pharma, Inc. is increased by stock
splits, stock dividends and/or similar transactions.

(2) Pursuant to Rule 457(h) and (c), the offering price is based on the
exercise price of options granted and the offering price for the additional
shares that may be issued under the Plans, estimated solely for the purposes of
determining the registration fee, is based on $4.30, the average of the high and
low prices per share quoted for the Registrant's common stock on the Nasdaq
SmallCap Market on July 2, 2001.

(3) Shares underlying options that have been granted under the 1998 Plan. The
1998 Plan has been replaced by the 2001 Plan and no additional options will be
granted under the 1998 Plan.

(4) Shares underlying options that have been or may be granted under the 2001
Plan.

(5) Shares underlying options that have been or may be granted under the
Employee Plan.

EXPLANATORY NOTES

All references in this Registration Statement to "the Company," "Antares," "the
Registrant," "we," "our," and "us" refer to Antares Pharma, Inc., a Minnesota
corporation. We have prepared this Registration Statement in accordance with
the requirements of Form S-8 under the Securities Act of 1933, as amended (the
"Securities Act"), to register shares of our common stock that may be issued
under the 1998 Stock Option Plan for Non-Employee Directors (the "1998 Plan"),
the 2001 Stock Option Plan for Non-Employee Directors and Consultants (the "2001
Plan") or the 2001 Incentive Stock Option Plan for Employees (the "Employee
Plan") (collectively the "Plans").

This Registration Statement includes two parts. The documents constituting the
prospectus under Part I of this Registration Statement (the "Plan Prospectus")
will be sent or given to participants in the Plans as specified by Rule
428(b)(1) under the Securities Act. The Plan Prospectus has been omitted from
this Registration Statement as permitted by Part I of Form S-8. The second
prospectus (the "Reoffer Prospectus") may be used in connection with the
reoffers and resales of shares of our common stock, by selling shareholders who
may be deemed "affiliates" of the Company, issued pursuant to the exercise of
options granted under the Plans. The Reoffer Prospectus is filed as part of
this Registration Statement as required by Form S-8.

REOFFER PROSPECTUS

819,000 SHARES
Common Stock, $.01 par value

Antares Pharma, Inc.
161 Cheshire Lane, Suite 100
Minneapolis, Minnesota 55441
(763) 475-7700

This Reoffer Prospectus relates to the reoffer and resale by certain selling
shareholders of shares of our common stock that we may issue to the selling
shareholders upon the exercise of stock options we granted to them under our
Plans We have registered the offer and sale of these shares to the selling
shareholders on Form S-8 filed concurrently with this Reoffer Prospectus with
the Securities and Exchange Commission. This Reoffer Prospectus also relates to
certain shares of our common stock subject to options that we have not yet
granted under the Plans. If we grant these options to persons who must use the
prospectus to reoffer and resell the shares subject to such options, we will
distribute a prospectus supplement. If the selling shareholders resell these
shares, we will not receive any of the proceeds from the resales.

The selling shareholders have advised us that they may resell the shares from
time to time in one or more transactions on the Nasdaq SmallCap Market or on any
stock exchange or other automated quotation system on which the common stock may
become listed, in negotiated transactions or otherwise, at market prices
prevailing at the time of the sale or at prices otherwise negotiated. See "Plan
of Distribution." We will bear all expenses in connection with the preparation
of this Reoffer Prospectus.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING AT
PAGE 1.

Our common stock is quoted on the Nasdaq SmallCap Market under the symbol
"ANTR." The last reported sale price of our common stock on the Nasdaq SmallCap
Market on July 2, 2001 was $4.30 per share.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

The date of this Reoffer Prospectus is July 3, 2001.

TABLE OF CONTENTS

Page
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RISK FACTORS OF ANTARES COMMON STOCK............................................ 1

Uncertainty of Market Acceptance; Limited Current Market
for Injector Drug Delivery Technologies; Transdermal Patches;
Transdermal Gels; Injectable Gels.............................................. 1

Limited Operating History with Subsidiaries; Lack of Profitability............. 2

Need for Additional Capital and Capital Requirements........................... 2

Expansion Strategy............................................................. 2

Dependence on Major Customers.................................................. 3

Dependence on Single Source Suppliers.......................................... 3

Risks Associated with Third-Party Reimbursement of End Users................... 3

Dependence on Collaborative Agreements with Pharmaceutical Companies........... 4

Limited Manufacturing Experience; Risks Associated with
New Materials, New Assembly.................................................... 4

Dependence on Third Parties to Develop, Obtain Regulatory
Approvals, Market, Distribute and Sell our Products............................ 5

Acceptance of Drug Delivery Technologies by Patients and Physicians............ 5

Competition; Risk of Technological Obsolescence................................ 6

Protection of Technology and Proprietary Rights................................ 6

We may Infringe the Proprietary Rights of Others............................... 6

We may Incur Significant Costs Seeking Approval for our Products............... 7

We may be Subject to Sanctions if we Fail to Comply with Regulatory
Requirements................................................................... 7

Our Revenues may be Limited if the Marketing Claims Asserted about our
Products are not Approved...................................................... 8

We may Face Product Liability Claims Related to Participation in Clinical
Trials or the Use or Misuse of our Products.................................... 8

We must Keep Pace with the Rapid Technological Change and Meet the Intense
Competition in the Industry.................................................... 8

Quarterly Fluctuations in Operating Results.................................... 9

Possible Stock Price Volatility................................................ 9

The Integration of our Companies............................................... 9

Loss of Certain Key Officers or Employees; New Chief Executive Officer......... 10

Uncertainties in Realizing Benefits from the Transaction....................... 10

ABOUT THIS REOFFER PROSPECTUS................................................... 10

SAFE HARBOR ON FORWARD-LOOKING STATEMENTS....................................... 11

THE COMPANY..................................................................... 11

USE OF PROCEEDS................................................................. 12

DETERMINATION OF OFFERING PRICE................................................. 12

DILUTION........................................................................ 12

SELLING SHAREHOLDERS............................................................ 12

PLAN OF DISTRIBUTION............................................................ 14

LEGAL MATTERS................................................................... 16

EXPERTS......................................................................... 17

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................. 17

DISCLOSURE OF SECURITIES AND EXCHANGE COMMISSION'S POSITION ON INDEMNIFICATION.. 18

WHERE YOU CAN FIND MORE INFORMATION............................................. 18

RISK FACTORS OF ANTARES COMMON STOCK

Any investment in our common stock involves a high degree of risk. You
should consider carefully the following information about risks, together with
the other information contained in this prospectus and in the documents referred
to below in "Where You Can Find More Information," before you decide whether to
buy our common stock. Additional risks and uncertainties not known to us or that
we now believe to be unimportant could also impair our business. If any of the
following risks actually occur, our business, results of operations and
financial condition could suffer significantly. As a result, the market price of
our common stock could decline and you could lose all of your investment.

Uncertainty of Market Acceptance; Limited Current Market for Injector Drug
Delivery Technologies; Transdermal Patches; Transdermal Gels; Injectable Gels

Our success will depend upon increasing market acceptance of our drug
delivery technologies as an alternative to traditional delivery systems. During
the time period since initial commercial introduction, our products have had
only limited success competing with traditional drug delivery systems because,
we believe, of the size, cost and complexity of use and maintenance of our drug
delivery technologies and the relatively small number of drugs that have been
self-administered. In order to increase market acceptance, we believe that we
must successfully develop improvements in the design and functionality of future
drug delivery technology that will reduce cost and increase appeal to users,
thereby making these technologies desirable despite their premium cost over
traditional drug delivery systems. Projected improvements in functionality and
design may not adequately address the actual or perceived complexity of using
our drug delivery technologies or adequately reduce cost. In addition, we
believe that our future success depends upon our ability to enter into
additional collaborative agreements with drug and medical device manufacturers,
as discussed below. There can be no assurance that we will be successful in
these efforts or that our drug delivery technologies will ever gain sufficient
market acceptance to achieve and/or sustain profitable operations.

Although transdermal patches are a well accepted method of drug delivery,
many other companies compete in this sector. Because the cost of manufacturing
equipment is high, most manufacturing is done by a limited number of contract
manufacturers. Therefore, our costs will remain high and our pricing options
will be limited. We may develop a superior patch, but we may not be able to
price it competitively, or our margins may not justify maintaining the business
if our market share is low. Patches are not central to our business strategy and
may suffer from lack of attention. There can be no assurance that we will be
successful in the transdermal patch market.

Because transdermal gels are a newer, less understood method of drug
delivery, our potential consumers (the pharmaceutical manufacturers) have little
experience with manufacturing costs or pricing parameters. Our assumption of
higher value may not be shared by the consumer. To date, transdermal gels have
successful entry into only a limited number of markets. There can be no
assurance that transdermal gels will ever gain sufficient market acceptance in
those or other markets to achieve and/or sustain profitable operations.

Although the injectable gel research field is active, there is essentially
no data regarding consumer acceptance. Regulatory compliance and approvals can
take a substantial amount of time due to clinical evaluations that are required
for this type of method but not for other drug delivery methods. There can be no
assurance that injectable gels will ever obtain the necessary regulatory
approvals or gain sufficient market acceptance to achieve and/or sustain
profitable operations.

Limited Operating History with Subsidiaries; Lack of Profitability

We recorded the first revenue from developing our injector technologies in
1979. In addition, there have been limited commercial sales of products
utilizing our technologies and most of our technologies are still under
development. Since 1993, we have generated revenues from product development
fees and licensing arrangements, and from royalties. Our operating history with
the three subsidiaries we purchased from Permatec is short; the transaction
closed on January 31, 2001.

Currently, we are not profitable. We have had accumulated aggregate net
losses from the inception of our business through December 31, 2000, of
approximately $17,264,000. The costs for research and product development of our
drug delivery technologies along with marketing and selling expenses and general
and administrative expenses have been the principal causes of our losses. Our
ability to achieve and/or sustain profitable operations depends on a number of
factors, many of which are beyond our direct control. These factors include:

. the demand for our technologies;
. our ability to manufacture products efficiently and with the required
quality;
. our ability to increase manufacturing capacity;
. the level of product and price competition;
. our ability to develop additional commercial applications for our
products;
. our ability to obtain regulatory approvals;
. our ability to control costs; and
. general economic conditions.

Need for Additional Capital and Capital Requirements

In February and March 2001, we received cash proceeds of approximately
$10,000,000 from a private placement of our common stock. Our cash resources
will be insufficient to fund our capital requirements beyond approximately mid-
2002 and will not be sufficient for us to reach profitability. Accordingly, we
will require equity and/or debt financing prior to mid-2002. There can be no
assurance that sufficient additional equity or debt financing will be available.
If we cannot obtain financing when needed, or obtain it on favorable terms, we
may be required to curtail development of new drug delivery technologies or our
expansion of manufacturing capacity.

Expansion Strategy

We intend to continue to enhance our current technologies and pursue
additional proprietary drug delivery technologies. However, we may be unable to
achieve our objectives of revenue growth and profitability. Even if enhanced or
additional technologies appear promising during various stages of development,
we may not be able to develop commercial applications for them because:

. the potential technologies may fail clinical studies;
. we may not find a pharmaceutical company to adopt the technologies;
. it may be difficult to apply the technologies on a commercial scale;
or
. the technologies may be uneconomical to market.

Our future success depends to a significant degree on our ability to obtain
regulatory approval for and commercialize the use of our drug delivery
technologies. However, we have not yet completed research and development work
or obtained regulatory approval for such improved systems or for use with any
drugs other than insulin, human growth hormone and estradiol. There can be no
assurance that

any development work will ultimately be successful or that unforeseen
difficulties will not occur in research and development, clinical testing,
regulatory submissions and approval, product manufacturing and commercial scale
up, marketing, or product distribution related to any such improved technologies
or new uses. Any such occurrence could materially delay the commercialization of
such improved technologies or new uses or prevent their market introduction
entirely.

Dependence on Major Customers

Our revenue currently depends on a limited number of customers. The loss of
any one of these customers could cause revenues to decrease significantly,
resulting in, or increasing, our losses from operations. If we cannot broaden
our customer base, we will continue to depend on a few customers for the
majority of our revenues. We may be unable to negotiate favorable business terms
with customers that represent a significant portion of our revenues. If that
occurs, our revenues and gross profits may be insufficient to allow us to
achieve and/or sustain profitability.

Dependence on Single Source Suppliers

Certain of our technologies contain a number of customized components
manufactured by various third-parties. Regulatory requirements applicable to
medical device and transdermal patch manufacturing can make substitution of
suppliers costly and time-consuming. In the event that we could not obtain
adequate quantities of these customized components from our suppliers, there can
be no assurance that we would be able to access alternative sources of such
components within a reasonable period of time, on acceptable terms or at all.
The unavailability of adequate quantities, the inability to develop alternative
sources, a reduction or interruption in supply or a significant increase in the
price of components could have a material adverse effect on our ability to
manufacture and market our products.

Risks Associated with Third-Party Reimbursement of End Users

Certain sales of our current and proposed technologies in certain markets
are dependent in part on the availability of adequate reimbursement from third-
party healthcare payors. Currently, insurance companies and other third-party
payors reimburse the cost of certain technologies on a case-by-case basis and
may refuse reimbursement if they do not perceive benefits to their use in a
particular case. Third-party payors are increasingly challenging the pricing of
medical products and services, and there can be no assurance that such third-
party payors will not in the future increasingly reject claims for coverage of
the cost of certain of our technologies. In addition, there can be no assurance
that adequate levels of reimbursement will be available to enable us to achieve
or maintain market acceptance of our technologies or maintain price levels
sufficient to realize profitable operations. Furthermore, there is a possibility
of increased government control or influence over a broad range of healthcare
expenditures in the future. Any such trend could negatively impact the market
for our drug delivery technologies.

Dependence on Collaborative Agreements with Pharmaceutical Companies

We believe that the introduction and broad acceptance of our drug delivery
technologies is in part dependent upon the success of our current and any future
development and licensing arrangements with pharmaceutical and medical device
companies covering the development, manufacture, use and marketing of drug
delivery technologies with specific parenteral drug therapies. We anticipate
that under these arrangements the pharmaceutical or medical device company will
assist in the development of systems for such drug therapies and collect or
sponsor the collection of the appropriate data for submission for regulatory
approval of the use of the drug delivery technology with the licensed drug
therapy. The pharmaceutical or medical device company also will be responsible
for distribution and marketing of the technologies for these drug therapies
either worldwide or in specific territories. We are currently a party to a
number of such agreements. There can be no assurance that we will be successful
in executing additional agreements with pharmaceutical or medical device
companies or that existing or future agreements will result in the sale of our
drug delivery technologies. If we do not enter into additional agreements in the
future, or if our current or future agreements do not result in successful
marketing of our products, our business, results of operations and financial
condition could be adversely affected and our revenues and gross profits may be
insufficient to allow us to achieve and/or sustain profitability. As a result of
these arrangements, we are dependent upon the development, data collection and
marketing efforts of such pharmaceutical and medical device companies. The
amount and timing of resources such pharmaceutical and medical device companies
devote to these efforts are not within our control, and such pharmaceutical and
medical device companies could make material decisions regarding these efforts
that could adversely affect our future financial condition and results of
operations. In addition, factors that adversely impact the introduction and
level of sales of any drug covered by such licensing arrangements, including
competition within the pharmaceutical and medical device industries, the timing
of regulatory or other approvals and intellectual property litigation may also
negatively affect sales of our drug delivery technology.

Additional risks that we face related to our collaborative agreements
include:

. inability to enter into collaborative agreements to develop additional
products using drug delivery technologies;
. any existing or future collaborative agreements may not result in
additional commercial products;
. additional commercial products that we may develop may not be
successful;
. we may not be able to meet the milestones established in our current
or future collaborative agreements and thus, would not receive the
fees; and
. we may not be able to develop successful new drug delivery
technologies that will be attractive to potential pharmaceutical
company partners.

Limited Manufacturing Experience; Risks Associated with New Materials, New
Assembly Procedures and Increased Production Levels

Our past assembly, testing and manufacturing experience for certain of our
technologies has involved the assembly of products from machined stainless steel
and composite components in limited quantities. Our planned future drug delivery
technologies necessitate significant changes and additions to our manufacturing
and assembly process to accommodate new components. These systems must be
manufactured in compliance with regulatory requirements, in a timely manner and
in sufficient quantities while maintaining quality and acceptable manufacturing
costs. In addition, our plans call for significantly increased levels of
production and a shift to performing more manufacturing functions internally
rather than relying on third-party suppliers, which will require us to
eventually expand beyond our current

facilities. In the course of these changes and additions to our manufacturing
and production methods, we may encounter difficulties, including problems
involving yields, quality control and assurance, product reliability,
manufacturing costs, existing and new equipment, component supplies and
shortages of personnel, any of which could result in significant delays in
production. There can be no assurance that we will be able to produce and
manufacture successfully our drug delivery technology. Any failure to do so
would negatively impact our business, financial condition and results of
operations.

Dependence on Third Parties to Develop, Obtain Regulatory Approvals, Market,
Distribute and Sell our Products

Pharmaceutical company partners help us develop, obtain regulatory
approvals for, manufacture and sell our products. If one or more of these
pharmaceutical company partners fail to pursue the development or marketing of
the products as planned, our revenues and gross profits may not reach
expectations or may decline. We may not be able to control the timing and other
aspects of the development of products because pharmaceutical company partners
may have priorities that differ from ours. Therefore, commercialization of
products under development may be delayed unexpectedly. Further, we may
incorporate certain of our drug delivery technologies into the oral dosage forms
of products marketed and sold by pharmaceutical company partners. We do not have
a direct marketing channel to consumers for drug delivery technologies.
Therefore, the success of the marketing organizations of the pharmaceutical
company partners, as well as the level of priority assigned to the marketing of
the products by these entities, which may differ from our priorities, will
determine the success of the products incorporating our technologies.

Acceptance of Drug Delivery Technologies by Patients and Physicians

Our revenues depend on ultimate patient and physician acceptance of our
needle-free injectors, gels, patches and our other potential drug delivery
technologies as an alternative to more traditional forms of drug delivery
including injections using a needle, tablets and liquid formulas. If our drug
delivery technologies are not accepted in the marketplace, the pharmaceutical
company partners may be unable to successfully market and sell our products,
which would limit our ability to generate revenues and to achieve and/or sustain
profitability. The degree of acceptance of our drug delivery systems depend on a
number of factors. These factors include:

. demonstrated clinical efficacy and safety;
. cost-effectiveness;
. convenience and ease of administration of injectors, transdermal gels
and patches;
. advantages over alternative drug delivery systems; and
. marketing and distribution support.

Physicians may refuse to prescribe products incorporating our drug delivery
technologies if the physicians believe that the active ingredient is better
administered to a patient using alternative drug delivery technologies or the
physicians believe that the delivery method will result in patient
noncompliance. Factors, such as allergic reactions, patient perceptions that a
gel is inconvenient and cosmetic considerations about patches, may cause
patients to reject our drug delivery technologies.

In addition, we expect that the pharmaceutical company partners will price
products incorporating their drug delivery technologies slightly higher than
conventional methods, which may impair their acceptance. Because only a limited
number of products incorporating our drug delivery technologies are commercially
available, we cannot yet assess the level of market acceptance of our drug
delivery technologies.

Competition; Risk of Technological Obsolescence

Our current competition is primarily from traditional hypodermic needles
and syringes which are used for the vast majority of injections administered
today and from transdermal patch and gel products marketed by others. Currently,
competition in the needle-free injection market is limited to small companies
with modest financial and other resources, but the barriers to entry are
currently low and additional competitors may enter the needle-free injection
systems market, including companies with substantially greater resources and
experience than us. There can be no assurance that we will be able to compete
effectively against our current or potential competitors in the drug delivery
market, or that such competitors will not succeed in developing or marketing
products that will be more accepted in such market. Competition in this market
could also force us to reduce the prices of our technologies below currently
planned levels, which could adversely affect our revenues and future
profitability.

In general, injection is used only with drugs for which other drug delivery
methods are not possible, in particular with biopharmaceutical proteins (drugs
derived from living organisms, such as insulin and human growth hormone) that
cannot currently be delivered orally, transdermally (through the skin) or
pulmonarily (through the lungs). Transdermal patches and gels are also used for
drugs that cannot be delivered orally. Many companies, both large and small, are
engaged in research and development efforts on novel techniques aimed at
delivering such drugs through the skin, either without needle injection or by
patch and gel. The successful development and commercial introduction of such a
non-injection technique would likely have a material adverse effect on our
business, financial condition, results of operations and general prospects.

Protection of Technology and Proprietary Rights

Our success depends, in part, on our ability to obtain and enforce patents
for our products, processes and technologies and to preserve our trade secrets
and other proprietary information. If we cannot do so, our competitors may
exploit our innovations and deprive us of the ability to realize revenues and
profits from our developments.

Any patent applications we may have made or may make relating to our
potential products, processes and technologies may not result in patents being
issued. Our current patents may not be valid or enforceable and may not protect
us against competitors that challenge our patents, obtain patents that may have
an adverse effect on our ability to conduct business or are able to circumvent
our patents. Further, we may not have the necessary financial resources to
enforce our patents.

To protect our trade secrets and proprietary technologies and processes, we
rely, in part, on confidentiality agreements with employees, consultants and
advisors. These agreements may not provide adequate protection for our trade
secrets and other proprietary information in the event of any unauthorized use
or disclosure, or if others lawfully develop the information.

We may Infringe the Proprietary Rights of Others

Third parties may claim that the manufacture, use or sale of our drug
delivery technologies infringe their patent rights. If such claims are asserted,
we may have to seek licenses, defend infringement actions or challenge the
validity of those patents in court. If we could not obtain required licenses,
are found liable for infringement or are not able to have these patents declared
invalid, we may be liable for significant monetary damages, encounter
significant delays in bringing products to market or be precluded from
participating in the manufacture, use or sale of products or methods of drug
delivery

covered by the patents of others. We may not have identified, or be able to
identify in the future, United States or foreign patents that pose a risk of
potential infringement claims.

We enter into collaborative agreements with pharmaceutical companies to
apply drug delivery technologies to drugs developed by others. Ultimately, we
receive license revenues and product development fees, as well as revenues from
the sale of products incorporating our technologies and royalties. The drugs to
which our drug delivery technologies are applied are generally the property of
the pharmaceutical companies. Those drugs may be the subject of patents or
patent applications and other forms of protection owned by the pharmaceutical
companies or third parties. If those patents or other forms of protection
expire, become ineffective or are subject to the control of third parties, sales
of the drugs by the collaborating pharmaceutical company may be restricted or
may cease. Our revenues, in that event, may decline.

We may Incur Significant Costs Seeking Approval for our Products

The design, development, testing, manufacturing and marketing of
pharmaceutical compounds, medical nutrition and diagnostic products and medical
devices are subject to regulation by governmental authorities, including the
United States Food and Drug Administration (the "FDA"), and comparable
regulatory authorities in other countries. The approval process is generally
lengthy, expensive and subject to unanticipated delays. Currently, we, along
with our partners, are actively pursuing marketing approval for a number of
products from regulatory authorities, in other countries and anticipate seeking
regulatory approval from the FDA for products developed pursuant to the
agreement with BioSante. Our revenue and profit will depend, in part, on the
successful introduction and marketing of some or all of such products by us or
our partners. There can be no assurance as to when or whether such approvals
from regulatory authorities will be received.

Applicants for FDA approval often must submit extensive clinical data and
supporting information to the FDA. Varying interpretations of the data obtained
from pre-clinical and clinical testing could delay, limit or prevent regulatory
approval of a drug product. Changes in FDA approval policy during the
development period, or changes in regulatory review for each submitted new drug
application also may cause delays or rejection of an approval. Even if the FDA
approves a product, the approval may limit the uses or "indications" for which a
product may be marketed, or may require further studies. The FDA also can
withdraw product clearances and approvals for failure to comply with regulatory
requirements or if unforeseen problems follow initial marketing.

In other jurisdictions, we, and the pharmaceutical companies with whom we
are developing technologies, must obtain required regulatory approvals from
regulatory agencies and comply with extensive regulations regarding safety and
quality. If approvals to market the products are delayed, if we fail to receive
these approvals, or if we lose previously received approvals, our revenues would
be reduced. We may not be able to obtain all necessary regulatory approvals. We
may be required to incur significant costs in obtaining or maintaining
regulatory approvals.

We may be Subject to Sanctions if we Fail to Comply with Regulatory Requirements

If we, or pharmaceutical companies with whom we are developing
technologies, fail to comply with applicable regulatory requirements, we, and
the pharmaceutical companies, may be subject to sanctions, including:

. warning letters;
. fines;
. product seizures or recalls;

. injunctions;
. refusals to permit products to be imported into or exported out of the
applicable regulatory jurisdiction;
. total or partial suspension of production;
. withdrawals of previously approved marketing applications; and
. criminal prosecutions.

Our Revenues may be Limited if the Marketing Claims Asserted about our Products
are not Approved

Once a drug product is approved by the FDA, the Division of Drug Marketing,
Advertising and Communication, the FDA's marketing surveillance department
within the Center for Drugs, must approve marketing claims asserted by our
pharmaceutical company partners. If a pharmaceutical company partner fails to
obtain from the Division of Drug Marketing acceptable marketing claims for a
product incorporating our drug technologies, our revenues from that product may
be limited. Marketing claims are the basis for a product's labeling, advertising
and promotion. The claims the pharmaceutical company partners are asserting
about our drug delivery technologies, or the drug product itself, may not be
approved by the Division of Drug Marketing.

We may Face Product Liability Claims Related to Participation in Clinical Trials
or the Use or Misuse of our Products

The testing, manufacturing and marketing of products utilizing our drug
delivery technologies may expose us to potential product liability and other
claims resulting from their use. If any such claims against us are successful,
we may be required to make significant compensation payments. Any
indemnification that we have obtained, or may obtain, from contract research
organizations or pharmaceutical companies conducting human clinical trials on
our behalf may not protect us from product liability claims or from the costs of
related litigation. Similarly, any indemnification we have obtained, or may
obtain, from pharmaceutical companies with whom we are developing drug delivery
technologies may not protect us from product liability claims from the consumers
of those products or from the costs of related litigation. If we are subject to
a product liability claim, our product liability insurance may not reimburse us,
or may not be sufficient to reimburse us, for any expenses or losses that may
have been suffered. A successful product liability claim against us, if not
covered by, or if in excess of, the product liability insurance, may require us
to make significant compensation payments, which would be reflected as expenses
on our statement of operations. As the result either of adverse claim experience
or of medical device or insurance industry trends, we may in the future have
difficulty in obtaining product liability insurance or be forced to pay very
high premiums, and there can be no assurance that insurance coverage will
continue to be available on commercially reasonable terms or at all.

We must Keep Pace with the Rapid Technological Change and Meet the Intense
Competition in the Industry

Our success depends, in part, upon maintaining a competitive position in
the development of products and technologies in a rapidly evolving field. If we
cannot maintain competitive products and technologies, our current and potential
pharmaceutical company partners may choose to adopt the drug delivery
technologies of our competitors. Drug delivery companies that compete with our
technologies include ALZA and Elan, along with many other companies. We also
compete generally with other drug delivery, biotechnology and pharmaceutical
companies, engaged in the development of alternative drug delivery technologies
or new drug research and testing. Many of these competitors have substantially

greater financial, technological, manufacturing, marketing, managerial and
research and development resources and experience than we do, and, therefore,
represent significant competition.

Competitors may succeed in developing competing technologies or obtaining
governmental approval for products before we do. Competitors' products may gain
market acceptance more rapidly than our products. Developments by competitors
may render our products, or potential products, noncompetitive or obsolete.

Quarterly Fluctuations in Operating Results

Our operating results may vary significantly from quarter to quarter, in
part because of changes in consumer buying patterns, aggressive competition, the
timing of the recognition of licensing or development fee payments and the
timing of, and costs related to, any future technology or new drug use
introductions. Our operating results for any particular quarter are not
necessarily indicative of any future results. The uncertainties associated with
the introduction of any new technology or drug use and with general market
trends may limit management's ability to forecast short-term results of
operations accurately. Fluctuations caused by variations in quarterly operating
results or our failure to meet analysts' projections or public expectations as
to results may adversely affect the market price of our common stock.

Possible Stock Price Volatility

The trading prices of our common stock could be subject to wide
fluctuations in response to events or factors, many of which are beyond our
control. These could include, without limitation (i) quarter to quarter
variations in our operating results, (ii) announcements by us or our competitors
regarding the results of regulatory approval filings, clinical trials or
testing, (iii) developments or disputes concerning proprietary rights, (iv)
technological innovations or new commercial products, (v) material changes in
our collaborative arrangements and (vi) general conditions in the medical
technology industry. Moreover, the stock market has experienced extreme price
and volume fluctuations, which have particularly affected the market prices of
many medical technology and device companies and which have often been unrelated
to the operating performance of such companies.

The Integration of our Companies

Operating the former Permatec subsidiaries as our subsidiaries involves
technological, operational and personnel-related risks. The integration process
will be complex, time-consuming and expensive, and will disrupt the business of
the companies after completion of the transaction if not completed in a timely
and efficient manner. We and our subsidiaries will utilize common information
and communication systems, facilities, operating procedures, financial controls
and human resources practices. We may encounter difficulties, costs and delays
involved in integrating these operations, including:

. Integrating the information and communications systems of our companies
may be more challenging, expensive and time-consuming than we
anticipate;

. Combining other operational systems, such as product fulfillment and
customer service, may be more difficult than we anticipate;

. Maintaining the quality of products and services that we and the former
Permatec subsidiaries have historically provided may be more challenging
that we anticipate;

. Coordinating geographically diverse organizations may be more
challenging, expensive and time-consuming than we anticipate; and

. Integrating our business culture and the former Permatec subsidiaries'
business culture may be more difficult than we anticipate.

If these difficulties, costs or delays occur, we may fail to realize the
benefits that we currently expect to result from the transaction with Permatec
and material adverse short and long-term effects on our operating results and
financial condition could result.

Loss of Certain Key Officers or Employees; New Chief Executive Officer

The success of our business is materially dependent upon the continued
services of certain of our key officers and employees. The loss of such key
personnel could have a material adverse effect on our business, operating
results or financial condition. We plan on hiring personnel to work in the areas
of: regulatory/clinical, device production, and administrative support.
Competition for such personnel is intense, and there can be no assurance that we
will be successful in attracting and retaining key personnel in the future.

We have recently appointed Dr. Roger Harrison as chief executive officer to
replace Franklin Pass, M.D., who will continue to serve as our vice chairman.
Dr. Harrison joins us after a career with Eli Lilly and Company.

Uncertainties in Realizing Benefits from the Transaction

Even if we are able to integrate the operations of the companies
successfully, there can be no assurance that such integration will result in the
realization of the full benefits that we currently expect to result from such
integration or that such benefits will be achieved within the time frame that we
currently expect. Potential risks, any of which could harm our business, results
of operations or financial condition, relating to the integration of the
companies include:

. The benefits from the transaction may be offset by costs incurred in
integrating the companies;

. The process of integrating operations could cause an interruption of our
ongoing business activities;

. The benefits from the transaction may also be offset by increases in
other expenses, by operating losses or by problems in the business
unrelated to the transaction; and

. The attention and effort devoted to the integration of the companies
will significantly divert management's attention from other important
issues.

ABOUT THIS REOFFER PROSPECTUS

This Reoffer Prospectus is part of a registration statement we filed with
the Securities and Exchange Commission. You should rely only on the information
provided or incorporated by reference in this Reoffer Prospectus or any related
supplement. We have not authorized anyone else to provide you with different
information. No dealer, salesman or other person has been authorized to give any
information or to make any representations other than those contained in this
Reoffer Prospectus in

connection with the offer made hereby, and, if given or made, such information
or representations must not be relied upon as having been authorized by us or
any selling shareholder. This Reoffer Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, the securities offered hereby to any
person in any state or other jurisdiction in which such offer or solicitation is
unlawful. The selling shareholders will not make an offer of these shares in any
state where the offer is not permitted. The delivery of this Reoffer Prospectus
at any time does not imply that information contained herein is correct as of
any time subsequent to its date. You should not assume that the information in
this prospectus or any supplement is accurate as of any other date than the date
on the front of those documents.

SAFE HARBOR ON FORWARD-LOOKING STATEMENTS

Certain forward-looking statements, including statements regarding our
expected financial position, business and financing plans are contained in this
Reoffer Prospectus or are incorporated herein by reference. These forward-
looking statements reflect our views with respect to future events and financial
performance. The words "believe," "expect," "plans" and "anticipate" and similar
expressions identify forward-looking statements. Although we believe that the
expectations reflected in such forward-looking statements are reasonable, we can
give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from such
expectations are disclosed in this Reoffer Prospectus. All subsequent written
and oral forward-looking statements attributable to us are expressly qualified
in their entirety by the cautionary statements. We caution readers not to place
undue reliance on these forward-looking statements, which speak only as of their
dates. Except to the extent required under the federal securities laws, we do
not intend to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.

THE COMPANY

We were incorporated in Minnesota on January 31, 1979 under the name Derata
Corporation. We changed our name to Medi-Ject Corporation ("Medi-Ject") on
November 16, 1992. On January 31, 2001, we completed a business combination to
acquire the three operating subsidiaries of Permatec Holding AG ("Permatec"),
headquartered in Basel, Switzerland. The business combination transaction with
the Permatec subsidiaries was accounted for as a reverse merger due to the fact
that upon the closing of the transaction, Permatec owned in excess of 67% of the
shares of our common stock. The historical financial statements of Permatec
thus became those of the Company. Upon consummation of the transaction, the
acquired Permatec subsidiaries were renamed Antares Pharma AG, Antares Pharma
IPL AG and Antares Pharma NV and we changed our name to Antares Pharma, Inc.
The following discussion of our business includes our operations following the
transaction with Permatec.

We develop, manufacture and market novel medical devices, called jet
injectors, that allow people to self-inject drugs without using a needle. We
make a small spring-action device and the attached disposable plastic syringes
to hold the drug. A liquid drug is drawn up into the syringe through a small
hole at the end. When the syringe is held against the body and the spring is
released, a piston drives the fluid stream into the tissues beneath the skin. A
person may re-arm the device and repeat the process or attach a new sterile
syringe between injections. Recently we have developed a variation of the jet
injector by adding a very small hidden needle to a pre-filled, single-use
injector.

With the Permatec combination, we are also committed to other methods of
drug delivery, including trandsdermal patches, topical gel formulations and
fast-dissolve oral and transbuccal delivery. These other drug delivery methods
have become a material part of the business moving forward.

We plan to operate in the specialized drug delivery sector of the
pharmaceutical industry. Companies in this sector generally bring technology and
know-how in the area of drug formulation (in our case this will include
injection devices) to pharmaceutical manufacturers through licensing and
development agreements. We view the pharmaceutical manufacturer as our customer.
We have negotiated and executed licensing relationships in the growth hormone
segment (needle-free devices in Europe and Asia) and the hormone replacement
segment (transdermal delivery of estradiol in South America) and topical hormone
gels (several development programs in place worldwide). In addition, we continue
to market needle-free devices for the home administration of insulin in the U.S.
and international markets as we seek a distribution relationship with an insulin
manufacturer.

Our principal executive office is located at 161 Cheshire Lane, Suite 100,
Minneapolis, Minnesota, and our telephone number at that office is (763) 475-
7700. We have wholly-owned subsidiaries in Switzerland (Antares Pharma AG and
Antares Pharma IPL AG) and the Netherlands Antilles (Antares Pharma NV).

USE OF PROCEEDS

We will not receive any proceeds from the sale of the shares of our common
stock by the selling shareholders.

DETERMINATION OF OFFERING PRICE

This prospectus may be used from time to time by the selling shareholders
who offer the shares registered hereby for sale, and the offering price of such
shares will be determined by the selling shareholders and may be based on market
prices prevailing at the time of sale, at prices relating to such prevailing
market prices, or at negotiated prices.

DILUTION

We are not selling any of the shares of our common stock offered by this
prospectus. Therefore, there will be no dilution in the value per share as a
result of the sale of these shares by the selling shareholders.

SELLING SHAREHOLDERS

This Reoffer Prospectus relates to the reoffer and resale of shares issued
or that may be issued to the selling shareholders under the Plan. The selling
shareholders are persons who may be deemed to be "affiliates" of the Company. In
addition, certain unnamed non-affiliates of the Company holding restricted
securities may use this Reoffer Prospectus for reoffers and resales of the
shares pursuant to the registration statement of which this Reoffer Prospectus
is part, if such non-affiliates hold less than the lesser of 1,000 shares or 1%
of the shares issuable under the Plan.

The following table lists the selling shareholders and other information
regarding their beneficial ownership of the shares of our common stock. The
following table sets forth (i) the number of shares of common stock beneficially
owned by each selling shareholder at June 30, 2001; (ii) the number of shares of
common stock to be offered for resale by each selling shareholder (i.e., the
total number of shares underlying warrants, all of which are presently
exercisable, held by each selling shareholder); and (iii) the number and
percentage of outstanding shares of common stock to be held by each selling
shareholder after completion of the offering (assumes the sale of all shares
offered pursuant to this prospectus).

Number of shares of
Common Stock/
Number of shares Percentage of Class
of Common to be Owned after
Stock beneficially Number of shares of Completion of the
owned at June Common Stock to be Offering (1) (2)
Name 30, 2001 (1) Offered (1)

Dr. Jacques Gonella, Chairman 5,665,000 (3) 15,000 (4) 5,650,000/63.9%

Franklin Pass, M.D., Director 151,642 30,000 (5) 151,642/1.7%

Peter Sadowski, Ph.D., Executive 48,407 50,000 (5) 48,407/*
Vice President and Technology
Officer

James Clark, Director 15,000 15,000 (4) 0/*

Carlos Samayoa, Assistant Secretary 0 30,000 (5) 0/*

Lawrence Christian, Vice President, 36,000 20,000 (5) 36,000/*
Finance and Chief Financial
Officer, Secretary

Prof. Ubaldo Conte, Director 15,000 15,000 (4) 0/*

Dr. Philippe Dro, Director 15,000 15,000 (4) 0/*

Dr. Thomas Rinderknecht, Director 15,000 15,000 (4) 0/*

Kenneth Evenstad, Director 22,999 15,000 (4) 4,999/*
3,000 (6)

Dario Carrara, Ph.D., 0 60,000 (5) 0/*

Geoffrey Guy, former director 9,943 3,000 (6) 6,943/*

Fred Shapiro, former director 13,664 3,000 (6) 10,664/*

Stanley Goldberg, former director 5,000 5,000 (6) 0/*

* Less than 1%
__________________________

(1) A person is deemed to be the beneficial owner of voting securities
that can be acquired by such person within 60 days after the date hereof
upon the exercise of options, warrants or convertible securities. Each
beneficial owner's percentage ownership is determined by assuming that the
warrants that are held by such person (but not those held by any other
person) and that are currently exercisable (i.e., that are exercisable
within 60 days from the date hereof) have been exercised. Unless otherwise
noted, we believe that all persons named in the table have sole voting

and investment power with respect to all shares beneficially owned by them.
Each of the selling shareholders hold warrants that are currently
exercisable. We cannot assure you that the selling shareholders will
exercise their warrants to purchase shares of our common stock.

(2) Assumes the sale of all shares offered pursuant to this prospectus.

(3) Includes 5,650,000 shares held by Permatec Holding AG, an entity which Dr.
Gonella controls.

(4) Granted pursuant to the 2001 Plan.

(5) Granted pursuant to the Employee Plan.

(6) Granted pursuant to the 1998 Plan.

PLAN OF DISTRIBUTION

We are registering the resale of shares of common stock on behalf of the
selling shareholders. The selling shareholders may offer and resell the shares
from time to time, either in increments or in a single transaction. They may
also decide not to sell all the shares they are allowed to resell under this
prospectus. The selling shareholders will act independently of us in making
decisions with respect to the timing, manner and size of each sale.

Donees and Pledgees

The term "selling shareholders" includes donees, i.e., persons who receive
shares from a selling shareholder after the date of this prospectus by gift. The
term also includes pledgees, i.e., persons who upon contractual default by a
selling shareholder may seize shares which the selling shareholder pledged to
such person. If a selling shareholder notifies us that a donee or pledgee
intends to sell more than 500 shares, we will file a supplement to this
prospectus.

Types of Sale Transactions

The selling shareholders may sell the shares in one or more types of
transactions (which may include block transactions):

. on the Nasdaq SmallCap Market;
. in the over-the-counter market;
. in negotiated transactions;
. through put or call option transactions;
. through short sales; or
. any combination of such methods of sale.

The shares may be sold at market prices prevailing at the time of sale, or
at negotiated prices. Such transactions may or may not involve brokers or
dealers. The selling shareholders have informed us that they have not entered
into any agreements, understandings or arrangements with any underwriters or
broker-dealers regarding the sale of the shares. They have also informed us that
no one is acting as underwriter or coordinating broker in connection with
proposed sale of shares.

Costs and Commissions

We will not receive any proceeds from the sale of the selling shareholders
and will bear all costs, fees and expenses incident to our obligation to
register the shares of common stock. The selling shareholders will pay all
brokerage commissions and similar selling expenses, if any, attributable to the
sale of the shares.

Sales to or through Broker-Dealers

The selling shareholders may conduct such transactions either by selling
shares directly to purchasers, or by selling shares to, or through broker-
dealers. Such broker-dealers may act either as an agent of a selling
shareholder, or as a principal for the broker-dealer's own account. Such broker-
dealers may receive compensation in the form of discounts, concessions, or
commissions from the selling shareholders and/or the purchasers of the shares.
This compensation may be received both if the broker-dealer acts as an agent or
as a principal. This compensation might also exceed customary commissions.

Deemed Underwriting Compensation

The selling shareholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(a)(11) of the Securities Act. Any commissions received by such broker-
dealers, and any profit on the resale of shares sold by them while acting as
principals, could be deemed to be underwriting discounts or commissions under
the Securities Act.

Indemnification

We have agreed to indemnify each selling shareholder against certain
liabilities, including liabilities arising under the Securities Act. The selling
shareholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of shares against certain
liabilities, including liabilities under the Securities Act.

Prospectus Delivery Requirements

Because they may be deemed to be underwriters, the selling shareholders
must deliver this prospectus and any supplements to this prospectus in the
manner required by the Securities Act. This might include delivery through the
facilities of the Nasdaq SmallCap Market in accordance with Rule 153 of the
Securities Act. We have informed the selling shareholders that their sales in
the market may be subject to the antimanipulative provisions of Regulation M
under the Securities Exchange Act of 1934, as amended, or the Exchange Act.

State Requirements

Some states required that any shares sold in that state may only be sold
through registered or licensed brokers or dealers. In addition, some states
require that the shares have been registered or qualified for sale in that
state, or that an exemption exists from the registration or qualification
requirement and that the exemption or qualification requirements have been
complied with.

Sales under Rule 144

Selling shareholders may also resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act. To do
so, they must meet the criteria and conform to the requirements of Rule 144.

Distribution Arrangements with Broker-Dealers

If a selling shareholder notifies us that any material arrangement has been
entered into with a broker-dealer for the sale of shares through:

. a block trade;
. special offering;
. exchange distribution or secondary distribution, or
. a purchase by a broker or dealer,

we will then file, if required, a supplement to this prospectus under Rule
424(b) under the Securities Act.

The supplement will disclose

. the name of each such selling shareholder and of the participating
broker-dealer(s),
. the number of shares involved;
. the price at which such shares are sold;
. the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable;
. that such broker-dealer(s) did not conduct any investigation to
verify the information in this prospectus; and
. any other facts material to the transaction.

The SEC may deem the selling shareholders and any underwriters, broker-
dealers or agents that participate in the distribution of the shares of common
stock to be "underwriters" within the meaning of the Securities Act. The SEC may
deem any profits on the resale of the shares of common stock and any
compensation received by any underwriter, broker-dealer or agent to be
underwriting discounts and commissions under the Securities Act. Each selling
shareholder has purchased the shares of our common stock in the ordinary course
of its business, and at the time the selling shareholder purchased the shares of
common stock, it was not a party to any agreement or other understanding to
distribute the shares, directly or indirectly.

UNDER THE EXCHANGE ACT, ANY PERSON ENGAGED IN THE DISTRIBUTION OF THE SHARES OF
COMMON STOCK MAY NOT SIMULTANEOUSLY ENGAGE IN MARKET-MAKING ACTIVITIES WITH
RESPECT TO THE COMMON STOCK FOR FIVE BUSINESS DAYS PRIOR TO THE START OF THE
DISTRIBUTION. IN ADDITION, EACH SELLING SHAREHOLDER AND ANY OTHER PERSON
PARTICIPATING IN A DISTRIBUTION WILL BE SUBJECT TO THE EXCHANGE ACT, WHICH MAY
LIMIT THE TIMING OF PURCHASES AND SALES OF COMMON STOCK BY THE SELLING
SHAREHOLDER OR ANY SUCH OTHER PERSON.

LEGAL MATTERS

For the purpose of this offering, Leonard, Street and Deinard Professional
Association, Minneapolis, Minnesota is giving an opinion of the validity of the
issuance of the securities offered in this prospectus.

EXPERTS

The consolidated financial statements of Antares Pharma, Inc. as of
December 31, 1999 and 2000 and for each of the years in the three-year period
ended December 31, 2000 have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference into this prospectus and refer you to the documents listed below:

. our quarterly report on Form 10-Q for the fiscal quarter ended March 31,
2001, filed with the SEC on May 21, 2001;
. our definitive proxy statement on Schedule 14A, filed with SEC on May 10,
2001;
. our current report on Form 8-K/A, filed with the SEC on April 17, 2001;
. our annual report on Form 10-K for the fiscal year ended December 31, 2000,
filed with the SEC on April 16, 2001;
. our current report on Form 8-K, filed with SEC on February 15, 2001;
. the description of our common stock contained in our registration statement
on Form S-1/A, filed on August 15, 1996, including any amendment or report
filed for the purpose of updating the description; and
. any future filings we will make with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this registration
statement and prior to the filing of a post-effective amendment that
indicates that all shares offered have been sold or which deregisters all
shares then remaining unsold.

This prospectus is part of a registration statement on Form S-8 filed with
the SEC under the Securities Act. This prospectus does not contain all of the
information set forth in the registration statement. You should read the
registration statement for further information about our company and the common
stock. You may request, orally or in writing, a copy of these filings. We will
provide the copies of these filings to you at no cost. Please direct your
requests to:

Antares Pharma, Inc.
161 Cheshire Lane, Suite 100
Minneapolis, Minnesota
Attn: Lawrence Christian
(763) 475-7700

You may also find information about us at our website:
http://www.antarespharma.com. You should rely only on the information
incorporated by reference or provided in this prospectus or any prospectus
supplement. We have not authorized anyone else to provide you with different
information. You should not assume that the information in this prospectus or
any prospectus supplement is accurate as of any date other than the date on the
front page of those documents.

DISCLOSURE OF SECURITIES AND EXCHANGE COMMISSION'S POSITION ON INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and controlling persons pursuant to
the foregoing provisions, or otherwise, we have been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
our payment of expenses incurred or paid by a director, officer or controlling
person of the Company in the successful defense of an action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in the opinion
of our counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.

WHERE YOU CAN FIND MORE INFORMATION

With respect to the securities being offered pursuant to this Reoffer
Prospectus, we have filed with the Securities and Exchange Commission a
registration statement on Form S-8, together with exhibits and documents
incorporated by reference in the registration statement, under the Securities
Act. This Reoffer Prospectus does not contain all of the information set forth
in the registration statement, certain parts of which are omitted in accordance
with the rules and regulations of the Securities and Exchange Commission. For
further information regarding our company and the common stock offered, please
see the registration statement, exhibits and the documents incorporated by
reference in the registration statement.

We are subject to the informational requirements of the Exchange Act and in
accordance therewith file reports, proxy statements and other information with
the Securities and Exchange Commission. Such reports, proxy statements and
other information can be inspected and copied at the Public Reference Rooms
maintained by the Securities and Exchange Commission at any of the following
locations:

Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
500 West Madison Street, Suite 1400, Chicago, Illinois 60661;
Seven World Trade Center, Suite 1300, New York, New York 10048.

Copies of such material can be obtained from the Public Reference Section
of the Securities and Exchange Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates. Please call the Securities
and Exchange Commission at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the Securities and Exchange Commission's website
(http://www.sec.gov).

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION BY REFERENCE

The Securities and Exchange Commission (the "SEC") allows us to
"incorporate by reference" the information we file with them, which means that
we can disclose important information to you by referring you to those
documents. The information incorporated by reference is an important part of
this prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
into this prospectus and refer you to the documents listed below:

. our quarterly report on Form 10-Q for the fiscal quarter ended March 31,
2001, filed with the SEC on May 21, 2001;
. our definitive proxy statement on Schedule 14A, filed with SEC on May
10, 2001;
. our current report on Form 8-K/A, filed with the SEC on April 17, 2001;
. our annual report on Form 10-K for the fiscal year ended December 31,
2000, filed with the SEC on April 16, 2001;
. our current report on Form 8-K, filed with SEC on February 15, 2001;
. the description of our common stock contained in our registration
statement on Form S-1/A, filed on August 15, 1996, including any
amendment or report filed for the purpose of updating the description;
and
. any future filings we will make with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this
registration statement and prior to the filing of a post-effective
amendment that indicates that all shares offered have been sold or which
deregisters all shares then remaining unsold.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Minnesota Statutes Section 302A.521 provides that a corporation shall
indemnify any person made or threatened to be made a party to a proceeding by
reason of the former or present official capacity of such person against
judgments, penalties, fines (including, without limitation, excise taxes
assessed against such person with respect to any employee benefit plan),
settlements and reasonable expenses, including attorneys' fees and
disbursements, incurred by such person in connection with the proceeding, if,
with respect to the acts or omissions of such person complained of in the
proceeding, such person:

. has not been indemnified therefor by another organization or employee
benefit plan;
. acted in good faith;
. received no improper personal benefit and Section 302A.255 (with respect
to director conflicts of interest), if applicable, has been satisfied;
. in the case of a criminal proceeding, had no reasonable cause to believe
the conduct was unlawful; and
. reasonably believed that the conduct was in the best interests of the
corporation in the case of acts or omissions in such person's official
capacity for the corporation or reasonably believed that the conduct was
not opposed to the best interests of the corporation in the case of acts
or omissions in such person's official capacity for other affiliated
organizations.

II-1

Article 7 of our Second Amended and Restated Articles of Incorporation
provides that we will indemnify directors to the fullest extent permitted by the
Minnesota Business Corporation Act as now enacted or hereafter amended.

We also maintain an insurance policy to assist in funding indemnification
of directors and officers for certain liabilities.

ITEM 8. EXHIBITS

EXHIBIT
NUMBER DOCUMENT
- ------ --------

4.1 Second Amended and Restated Articles of Incorporation as amended to date*
4.2 Second Amended and Restated Bylaws**
4.3 1998 Stock Option Plan for Non-Employee Directors***
4.4 2001 Stock Option Plan for Non-Employee Directors and Consultants
4.5 2001 Incentive Stock Option Plan for Employees
5.1 Opinion of Leonard, Street and Deinard Professional Association
23.1 Consent of KPMG LLP, Independent Certified Public Accountants
23.2 Consent of Leonard, Street and Deinard Professional Association (included in Exhibit 5.1)
24.1 Power of Attorney (See signature page)

- -------------------------

* Previously filed as an exhibit to our Annual Report on Form 10-K, filed
with the SEC on April 16, 2001, and incorporated herein by reference.

** Previously filed as an exhibit to our Registration Statement on Form S-1
(File No. 333-6661), filed with the Securities and Exchange Commission on
October 1, 1996.

*** Previously filed as an exhibit to our Annual Report on Form 10-K, filed
with the SEC on March 30, 1998, and incorporated herein by reference.

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to
include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)

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of the Exchange Act and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

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SIGNATURES

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 Minneapolis, state of Minnesota, on July 2, 2001.

ANTARES PHARMA, INC.

By:/s/ Roger G. Harrison
----------------------------
Roger G. Harrison, Ph.D.
Chief Executive Officer

POWER OF ATTORNEY

We, the undersigned officers and directors of Antares Pharma, Inc. hereby
constitute each of Roger G. Harrison, Ph.D. and Lawrence M. Christian our true
and lawful attorney-in-fact, with full power of substitution, to sign for us and
in our names in the capacities indicated below the registration statement filed
herewith and any and all amendments to said registration statement, and
generally to do all such things in our name and behalf in our capacities as
officers and directors to enable Antares Pharma, Inc. to comply with the
provisions of the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorney to said registration
statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this
registration statement and power of attorney has been signed below by the
following persons in the capacities and on the dates indicated.

Signature Title Date
- --------- ----- -----

/s/ Roger G. Harrison Chief Executive Officer and Director July 2, 2001
- ------------------------- (principal executive officer)
Roger G. Harrison, Ph.D.

/s/ Lawrence M. Christian Vice President of Finance, July 2, 2001
- ------------------------- Chief Financial Officer and Secretary
Lawrence M. Christian (principal financial and accounting officer)

Director, Chairman of the Board July ___, 2001
- -------------------------
Dr. Jacques Gonella

/s/ Franklin Pass Director, Vice Chairman of the Board July 3, 2001
- -------------------------
Franklin Pass, M.D.

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/s/ James Clark Director July 3, 2001
- ------------------------
James Clark

/s/ Ubaldo Conte Director July 2, 2001
- ------------------------
Prof. Ubaldo Conte

Director July ___, 2001
- ------------------------
Dr. Philippe Dro

Director July ___, 2001
- ------------------------
Kenneth Evenstad

/s/ Thomas Rinderknecht Director July 3, 2001
- ------------------------
Dr. Thomas Rinderknecht

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INDEX TO EXHIBITS

EXHIBIT
NUMBER DOCUMENT
- ------ --------

- -------------------------
* Previously filed as an exhibit to our Annual Report on Form 10-K, filed
with the SEC on April 16, 2001, and incorporated herein by reference.

** Previously filed as an exhibit to our Registration Statement on Form S-1
(File No. 333-6661), filed with the Securities and Exchange Commission on
October 1, 1996.

*** Previously filed as an exhibit to our Annual Report on Form 10-K, filed
with the SEC on March 30, 1998, and incorporated herein by reference.

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