Heron Therapeutics, Inc./DE – ‘S-3/A’ on 5/25/04

On:  Tuesday, 5/25/04, at 4:35pm ET   ·   Accession #:  818033-4-39   ·   File #:  333-115163

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction   —   Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3/A       Pre-Effective Amendment to Registration Statement      4±    19K 
                          for Securities Offered Pursuant to a                   
                          Transaction                                            
 2: EX-1        Underwriting Agreement                                 3±    14K 

S-3/A   —   Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction
Document Table of Contents

S-3/A
1st “Page” of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
As filed with the Securities and Exchange Commission on May 25, 2004            
                         Registration No. 333-115163

SECURITIES AND EXCHANGE COMMISSION        
WASHINGTON, D.C. 20549        

AMENDMENT NO.1        
TO        
FORM S-3        
REGISTRATION STATEMENT          
UNDER THE SECURITIES ACT OF 1933            

A.P. Pharma, Inc.         
------------------------------        
(Exact name of registrant as specified in its charter)          

Delaware                                              94-2875566                
-------------------------------              -------------------                
(State or other jurisdiction of              (I.R.S. employer                   
incorporation or organization)              identification no.)               

123 Saginaw Drive, Redwood City, California 94063 (650) 366-2626                
----------------------------------------------------------------                
(Address, including zip code, and telephone number, including                   
area code, of registrant's principal executive offices)                 

Michael P.J. O'Connell        
President and Chief Executive Officer           
A.P. Pharma, Inc.           
123 Saginaw Drive           
Redwood City, California  94063             
(650) 366-2626                
---------------------------------------             
(Name, address, including zip code, and             
telephone number, including area code,            
of agent for service)               

Copies to:              
Richard A. Peers, Esq.              
Heller Ehrman White & McAuliffe LLP           
2775 Sand Hill Road             
Menlo Park, California  94025               
(650) 324-7000 (phone)              
(650) 324-0638 (fax)              

Approximate date of commencement of proposed sale to the public:                
From time to time or at one time after the effective date of the Registration   
Statement as the Registrant shall determine.                                    

If the only securities being registered on this Form are being offered          
pursuant to dividend or interest reinvestment plans, please check the           
following box.[ ]                                                               

If any of the securities being registered on this Form are to be offered on a   
delayed or continuous basis pursuant to Rule 415 under the Securities Act of    
1933, other than securities offered only in connection with dividend or         
interest reinvestment plans, check the following box.[X]                        

If this Form is filed to register additional securities for an offering         
pursuant to Rule 462(b) under the Securities Act of 1933, please check the      
following box and list the Securities Act registration statement number of the  
earlier effective registration statement for the same offering.[ ]              

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under  
the Securities Act of 1933, check the following box and list the Securities     
Act registration statement number of the earlier effective registration         
statement for the same offering.[ ]                                             

If delivery of the prospectus is expected to be made pursuant to Rule 434,      
please check the following box.[ ]                                              

Part II   

Item 16.  Exhibits.                                                             

The following documents are filed herewith (unless otherwise indicated) and     
made a part of this registration statement.                                     

Exhibit                       Description                           
Number                        of Exhibit                          
-------                       -----------                           

1.1(1)        Form of Underwriting Agreement                    
5.1           Opinion of Heller Ehrman White & McAuliffe LLP    
       23.1           Consent of Heller Ehrman White & McAuliffe LLP (filed as
part of Exhibit 5.1)                
 23.2*          Consent of Ernst & Young LLP, Independent Auditors
24.1*          Power of Attorney                                

------------                                                                    
* Previously filed as an exhibit to this registration statement.                

(1)  To be filed by amendment or as an exhibit to a current report on Form 8-K  
and incorporated herein by reference.                                           

S-3/A
Last “Page” of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
SIGNATURES                    

      Pursuant to the requirements of the Securities Act of 1933, Registrant
ccertifies that it has reasonable grounds to believe that it meets all of the   
requirements for filing on Form S-3 and has duly caused this Amendment No. 1    
to Registration Statement to be signed on its behalf by the undersigned,        
thereunto duly authorized in Redwood City, State of California, on May 25,      
2004.                                                                           

           A.P. PHARMA, INC.

                        By: /S/ Michael P.J. O'Connell
                           ---------------------------
                Michael P.J. O'Connell
                               President and Chief Executive Officer

                                                                [Download Table]
Pursuant to the requirements of the Securities Act of 1933, this Amendment  
No. 1 to Registration Statement on Form S-3 has been signed by the following
persons on behalf of the Registrant and in the capacities and on the dates  
indicated.                                                                  


SIGNATURE                TITLE                     DATE                     
-----------------------------------------------------------------           
                                                                            
/S/ Michael O'Connell    President and Chief       May 25, 2004             
----------------------   Executive Officer         ------------             
Michael P.J. O'Connell   (Principal Executive                               
                         Officer)                                           

/S/ Gordon Sangster      Chief Financial Officer   May 25, 2004             
----------------------   (Principal Accounting     ------------             
Gordon Sangster          Officer)                                           

/S/ Paul Goddard*        Chairman of the Board     May 25, 2004             
----------------------   of Directors              ------------             
Paul Goddard                                                                

/S/ Stephen Drury*       Director                  May 25, 2004             
----------------------                             ------------             
Stephen Drury                                                               

/S/ Peter Riepenhausen*  Director                  May 25, 2004             
----------------------                             ------------             
Peter Riepenhausen                                                          

/S/ Toby Rosenblatt*     Director                  May 25, 2004             
----------------------                             ------------             
Toby Rosenblatt                                                             

/S/ Gregory H. Turnbull* Director                  May 25, 2004             
----------------------                             ------------             
Gregory H. Turnbull                                                         

/S/ Dennis Winger*       Director                  May 25, 2004             
----------------------                             ------------             
Dennis Winger                                                               

/S/ Robert Zerbe*        Director                  May 25, 2004             
----------------------                             ------------             
Robert Zerbe                                                                

/S/ Michael P.J. O'Connell                                                  
--------------------------                                                  
Michael P.J. O'Connell                                                      
*(Attorney-in-fact)                                                         

EXHIBIT INDEX           
-------------           

Exhibit      Description                                                        
Number       of Exhibit                                                         
-------      -----------                                                        

1.1(1)       Form of Underwriting Agreement                                     
5.1          Opinion of Heller, Ehrman, White & McAuliffe LLP                   
23.1         Consent of Heller, Ehrman, White & McAuliffe (filed                
as part of Exhibit 5.1)                               
23.2*        Consent of Ernst & Young LLP, Independent Auditors                 
24.1*        Power of Attorney                                                  

*   Previously filed as an exhibit to this registration statement.              
(1) To be filed by amendment or as an exhibit to a current report on            
Form 8-K and incorporated herein by reference.                          

(Footnote continued)                                                            

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-3/A’ Filing		Date		First		Last			Other Filings
Filed on:		5/25/04		1		2			DEF 14A
									List all Filings