Heron Therapeutics, Inc./DE – ‘S-8’ on 9/8/97

As of:  Monday, 9/8/97   ·   Effective:  9/8/97   ·   Accession #:  950005-97-751   ·   File #:  333-35151

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            7     35K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Opinion of Counsel                                     2     11K 
 3: EX-23.1     Consents of Accountants                                1      5K 
 4: EX-99.1     1997 Employee Stock Purchase Plan                     10     39K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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 As filed with the Securities and Exchange Commission on September 8, 1997
                                                  Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Advanced Polymer Systems, Inc.
------------------------------------------------------
(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.)   

 3696 Haven Avenue, Redwood City, California 94063
------------------------------------------------------
(Address of Principal Executive Offices)

 1997 Employee Stock Purchase Plan
 -----------------------------------------
(Full Title of the Plan)

Michael P.J. O'Connell
 Chief Financial Officer
Advanced Polymer Systems, Inc.
 3696 Haven Avenue
Redwood City, California 94063
 -----------------------------------------
 (Name and Address of Agent For Service)

(415) 366-2626
 -----------------------------------------
 (Telephone Number, Including Area Code, of Agent For Service)

Copy to:
Richard A. Peers, Esq.
 Heller Ehrman White & McAuliffe
 525 University Avenue
Palo Alto, California 94301-1908
(415) 324-7000
--------------

                                                        [Enlarge/Download Table]
                         CALCULATION OF REGISTRATION FEE                                                            

====================================================================================================================
       Title of Securities            Amount to be     Proposed Maximum      Proposed Maximum         Amount of     
        to be Registered               Registered       Offering Price      Aggregate Offering      Registration    
                                                         per Share (1)             Price                 Fee        

--------------------------------------------------------------------------------------------------------------------
                                                                                                                    
Common Stock, par value $0.01           400,000          $7.50                 $3,000,000           $909            
====================================================================================================================
<FN>                                                                                                                
(1)   Estimated  solely for the purpose of computing the amount of  registration                                    
      fee pursuant to Rule 457(c) under the Securities Act, as amended, based on                                    
      the average of the high and low prices of the  Registrant's  Common  Stock                                    
      reported on the Nasdaq National Market on September 3, 1997.                                                  
</FN>                                                                                                               

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 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference                                 

         The following  documents  filed or to be filed with the  Securities and
Exchange  Commission (the  "Commission")  by the Registrant are  incorporated by
reference in this Registration Statement:                                       

         (a) The  Registrant's  Annual  Report on Form 10-K for the fiscal  year
ended December 31, 1996;                                                        

         (b) The  Registrant's  Quarterly  Reports  on Form 10-Q for the  fiscal
quarters ended June 30, 1997 and March 31, 1997;                                

         (c) The description of the  Registrant's  Common Stock contained in the
registration  statement on Form 8-A filed with the  Commission on August 7, 1987
pursuant to Section 12 of the  Exchange Act of 1934,  as amended (the  "Exchange
Act"), and the description of the  Registrant's  Preferred Share Purchase Rights
contained in the registration statement on Form 8-A filed with the Commission on
September 6, 1996 pursuant to Section 12 of the Exchange Act; and               

         (d) All  documents  subsequently  filed by the  Registrant  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a  post-effective  amendment which indicates that all securities  offered hereby
have been sold or which deregisters all securities then remaining unsold.       

Item 6. Indemnification of Directors and Officers                               

         The  registrant  has the power to indemnify  its officers and directors
against  liability  for  certain  acts  pursuant  to Section  145 of the General
Corporation  Law of the  State  of  Delaware.  Section  B of  Article  VI of the
Registrant's Certificate of Incorporation provides:                             

         "(1) Right to  Indemnification.  Each person who was or is made a party
     or is threatened  to be made a party to or is involved in any action,  suit
     or proceeding,  whether civil,  criminal,  administrative  or investigative
     (hereinafter  a  "proceeding"),  by reason of the fact that he or she, or a
     person of whom he or she is the legal representative,  is or was a director
     or officer,  of the  Corporation or is or was serving at the request of the
     Corporation,   as  a  director,  officer,  employee  or  agent  of  another
     corporation or of a partnership,  joint venture, trust or other enterprise,
     including service with respect to employee benefit plans, whether the basis
     of such proceeding is alleged action in an official capacity as a director,
     officer,  employee  or agent or in any other  capacity  while  serving as a
     director,  officer,  employee  or  agent,  shall  be  indemnified  and held
     harmless by the Corporation to the fullest extent authorized by the General
     Corporation  Law of the  State  of  Delaware,  as the  same  exists  or may
     hereafter be amended (but, in the case of any such  amendment,  only to the
     extent that such  amendment  permits  the  Corporation  to provide  broader
     indemnification  rights than said law permitted the  Corporation to provide
     prior  to  such  amendment),   against  all  expense,  liability  and  loss
     (including  attorneys'  fees,  judgments,  fines,  ERISA  excise  taxes  or
     penalties and amounts paid or to be paid in settlement) reasonably incurred
     or suffered by such person in connection therewith and such indemnification
     shall  continue  as to a person who has ceased to be a  director,  officer,
     employee  or agent  and shall  inure to the  benefit  of his or her  heirs,
executors and  administrators;  provided,                             

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     however,  that,  the  Corporation  shall  indemnify any such person seeking
     indemnification in connection with a proceeding (or part thereof) initiated
     by such person only if such  proceeding (or part thereof) was authorized by
     the board of directors  of the  Corporation.  The right to  indemnification
     conferred in this Section B shall be a contract right and shall include the
     right to be paid by the Corporation the expenses  incurred in defending any
     such  proceeding in advance of its final  disposition;  provided,  however,
     that, if the General Corporation Law of the State of Delaware requires, the
     payment of such  expenses  incurred  by a director or officer in his or her
     capacity as a director or officer  (and not in any other  capacity in which
     service  was or is  rendered  by such  person  while a director or officer,
     including,  without  limitation,  service to an employee  benefit  plan) in
     advance of the final  disposition of a proceeding,  shall be made only upon
     delivery  to the  Corporation  of an  undertaking,  by or on behalf of such
     director  or  officer,  to  repay  all  amounts  so  advanced  if it  shall
     ultimately be  determined  that such director or officer is not entitled to
     be indemnified  under this Section or otherwise.  The  Corporation  may, by
     action of its Board of Directors,  provide indemnification to employees and
     agents of the  Corporation  with the same scope and effect as the foregoing
indemnification of directors and officers.                            

         (2)  Non-Exclusivity of Rights.  The right to  indemnification  and the
     payment of expenses  incurred in defending a  proceeding  in advance of its
     final disposition conferred in this Section B shall not be exclusive of any
     other  rights  which any person  may have or  hereafter  acquire  under any
     statute, provisions of this Certificate of Incorporation, Bylaw, agreement,
vote of stockholders or disinterested directors or otherwise.         

         (3) Insurance.  The Corporation may maintain insurance, at its expense,
     to  protect  itself and any  director,  officer,  employee  or agent of the
     Corporation or another corporation,  partnership,  joint venture,  trust or
     other enterprise  against any such expense,  liability or loss,  whether or
     not the  Corporation  would have the power to indemnify such person against
  such expense, liability or loss under Delaware General Corporation Law."

         Registrant  maintains  directors' and officers'  liability insurance in
the amount of $5,000,000  which covers civil  liabilities.  Such insurance helps
the Registrant to attract qualified officers and directors, by providing a means
for the  Company  to pay the  costs and  expenses  involved  in the event  civil
litigation is brought against of one of the Registrant's officers or directors. 

Item 8. Exhibits                                                                

5          Opinion of Heller Ehrman White & McAuliffe                         

23.1        Consent of KPMG Peat Marwick LLP                                    

23.2        Consent of Heller Ehrman White & McAuliffe                          
(filed as part of Exhibit 5)                            

24.1        Power of Attorney (see page II-4)                                   

99.1        1997 Employee Stock Purchase Plan                                   

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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;            

            (i)   To include any prospectus  required by Section 10(a)(3) of the
Securities Act of 1933, as amended (the "Securities Act");    

            (ii)  To reflect in the prospectus any facts or events arising after
         the effective  date of the  Registration  Statement (or the most recent
         post-effective  amendment  thereof)  which,   individually  or  in  the
         aggregate,  represent a fundamental change in the information set forth
in the Registration Statement;                                

            (iii) 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;                                                    

     provided, however, that paragraphs A(1)(i) and A(1)(ii) do not apply if the
     information required to be included in a post-effective  amendment by those
     paragraphs  is  contained  in  periodic  reports  filed  by the  Registrant
     pursuant to Section 13 or 15(d) of the Exchange  Act that are  incorporated
by reference 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  liability under the Securities Act, each filing of the registrant's
annual  report  pursuant to Section  13(a) or 15(d) of the  Exchange Act that is
incorporated  by reference in the  Registration  Statement shall be deemed 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 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 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, 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 Redwood City, State of California, on this  8th  day
of September, 1997.                                                             

                                                  ADVANCED POLYMER SYSTEMS, INC.

                                                 By:/s/ Michael P.J. O'Connell
                                                    --------------------------
                                                  Michael P.J. O'Connell
                                                   Chief Financial Officer

POWER OF ATTORNEY TO SIGN AMENDMENTS

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below does hereby constitute and appoint John J. Meakem, Jr. and Michael
P.J.  O'Connell,  or  either  of them,  with full  power of  substitution,  such
person's  true and lawful  attorneys-in-fact  and agents for such person in such
person's name,  place and stead, in any and all  capacities,  to sign any or all
amendments (including post-effective  amendments) to this Registration Statement
on Form S-8 and to file the same, with all exhibits thereto, and other documents
in connection therewith,  with the Securities and Exchange Commission,  granting
unto said  attorneys-in-fact  and  agents  full  power and  authority  to do and
perform each and every act and thing  requisite  and necessary to be done in and
about the premises in order to effectuate the same as fully,  to all intents and
purposes, as he or such person might or could do in person, hereby ratifying and
confirming all that said  attorneys-in-fact  and agents may lawfully do or cause
to be done by virtue hereof.                                                    

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement on Form S-8 has been signed by the following persons in the capacities
and on the dates indicated.                                                     

/s/ John J. Meakem, Jr.          Chairman of the Board and     September 8, 1997
----------------------------     President (Principal                           
John J. Meakem, Jr.              Executive Officer)                             

/s/ Michael P.J. O'Connell       Chief Financial Officer       September 8, 1997
----------------------------     (Principal Financial and                       
Michael P.J. O'Connell           Accounting Officer)                            

/s/ Carl Ehmann                  Director                      September 8, 1997
----------------------------                                                    
Carl Ehmann                                                                     

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/s/ Jorge Heller                 Director                     September 8,  1997
----------------------------                                                    
Jorge Heller                                                                    

/s/ Peter Riepenhausen           Director                     September 8,  1997
----------------------------                                                    
Peter Riepenhausen                                                              

/s/ Toby Rosenblatt              Director                     September 8,  1997
----------------------------                                                    
Toby Rosenblatt                                                                 

/s/ Gregory H. Turnbull          Director                     September 8,  1997
----------------------------                                                    
Gregory H. Turnbull                                                             

/s/ C. Anthony Wainwright        Director                     September 8,  1997
----------------------------                                                    
C. Anthony Wainwright                                                           

/s/ Dennis Winger                Director                     September 8,  1997
----------------------------                                                    
Dennis Winger                                                                   

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INDEX TO EXHIBITS 

                                                                Sequentially
Item No.               Description of Item                       Numbered Page  

5          Opinion of Heller Ehrman White & McAuliffe .........               

23.1        Consent of KPMG Peat Marwick LLP ...................                

23.2        Consent of Heller Ehrman White & McAuliffe                          
(filed as part of Exhibit 5) .......................    

24.1        Power of Attorney (see page II-4) ..................                

99.1        1997 Employee Stock Purchase Plan ..................                

6 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		9/8/97		1		6
		9/3/97		1
		6/30/97		2					10-Q
		3/31/97		2					10-Q,  11-K
		12/31/96		2					10-K,  11-K
		9/6/96		2					8-A12G,  8-K
									List all Filings

1 Subsequent Filing that References this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/30/23  Heron Therapeutics, Inc./DE       S-8         6/30/23    8:270K                                   Donnelley … Solutions/FA