<PAGE>
As filed with the Securities and Exchange Commission on March 21, 2000
Registration Statement No. 333-93881
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
-------------------
ORAPHARMA, INC.
(Exact name of Registrant as specified in its charter)
Delaware 2834 22-3473777
(Primary Standard Industrial (IRS Employer
(State or other Classification Code No.) Identification Number)
jurisdiction of
incorporation or
organization)
732 Louis Drive
Warminster, PA 18974
215/956-2200
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
-------------------
MICHAEL D. KISHBAUCH
President and Chief Executive Officer
OraPharma, Inc.
732 Louis Drive
Warminster, PA 18974
215/956-2200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------
Copies to:
David R. King, Esq. Luci Staller Altman, Esq.
Morgan, Lewis & Bockius LLP Matthew F. Herman, Esq.
1701 Market Street Rishi A. Varma, Esq.
Philadelphia, PA 19103 Brobeck, Phleger & Harrison LLP
215/963-5000 1633 Broadway, 47th Floor
New York, NY 10019
212/581-1600
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only 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, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, 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, 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(d)
under the Securities Act, 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. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Registration
Securities to be Registered Registered/(1)/ Per Unit/(2)/ Offering Price/(2)/ Fee/(3)/
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value.......... 4,600,000 $17.00 $78,200,000 $20,645
====================================================================================================================================
(1) Includes 600,000 shares purchasable by the Underwriters from the Company solely for the purpose of covering over-allotments,
if any.
(2) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(a) under the Securities Act of
1933, as amended.
(3) The entire fee was previously paid.
</TABLE>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended or until this
Registration Statement shall become effective on such date as the Commission,
acting pursuant to such Section 8(a), may determine.
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- -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
The expenses (other than underwriting discounts and commissions and the
underwriter's non-accountable expense allowance) payable in connection with
this offering of the rights and the sale of the Common Stock offered hereby are
as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee............. $20,645
NASD filing fee................................................. 8,320
Nasdaq filing fee............................................... 100,000
Printing and engraving expenses................................. 150,000
Legal fees and expenses......................................... 250,000
Accounting fees and expenses.................................... 100,000
Blue Sky fees and expenses (including legal fees)............... 10,000
Transfer agent and rights agent and registrar fees and
expenses...................................................... 25,000
Miscellaneous................................................... 36,035
--------
Total......................................................... $700,000
========
</TABLE>
All expenses are estimated except for the SEC fee and the NASD fee.
Item 14. Indemnification of Directors and Officers
The Registrant's Certificate of Incorporation permits indemnification to
the fullest extent permitted by Delaware law. The Registrant's by-laws require
the Registrant to indemnify any person who was or is an authorized
representative of the Registrant, and who was or is a party or is threatened to
be made a party to any corporate proceeding, by reason of the fact that such
person was or is an authorized representative of the Registrant, against
expenses, judgments, penalties, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such third-party
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in, or not opposed to, the best interests of the
Registrant and, with respect to any criminal third-party proceeding (including
any action or investigation which could or does lead to a criminal third-party
proceedings had no reasonable cause to believe such conduct was unlawful. The
Registrant shall also indemnify any person who was or is an authorized
representative of the Registrant and who was or is a party or is threatened to
be made a party to any corporate proceeding by reason of the fact that that
such person was or is an authorized representative of the Registrant, against
expenses actually and reasonably incurred by such person in connection with the
defense or settlement of such corporate action if such person acted in good
faith and in a manner reasonably believed to be in, or not opposed to, the best
interests of the Registrant, except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the Registrant unless and only to the extent that the
Delaware Court of Chancery or the court in which such corporate proceeding was
pending shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such authorized
representative is fairly and reasonably entitled to indemnity for such expenses
which the Court of Chancery or such other court shall deem proper. Such
indemnification is mandatory under the Registrant's by-laws as to expenses
actually and reasonably incurred to the extent that an authorized
representative of the Registrant had been successful on the merits or otherwise
in defense of any third party or corporate proceeding or in defense of any
claim, issue or matter therein. The determination of whether an individual is
entitled to indemnification may be made by a majority of disinterested
directors, independent legal counsel in a written legal opinion or the
stockholders. Delaware law also permits indemnification in connection with a
proceeding brought by or in the right of the Registrant to procure a judgment
in its favor. Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers or persons controlling
II-1
<PAGE>
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in that Act and is
therefore unenforceable. The Registrant maintains a directors and officers
liability insurance policy.
The Underwriting Agreement provides that the underwriter is obligated,
under certain circumstances, to indemnify directors, officers, and controlling
persons of the Registrant against certain liabilities, including liabilities
under the Act.
Item 15. Recent Sales of Unregistered Securities
In the preceding three years, the Registrant has issued the following
securities that were not registered under the Act:
Since its inception, the Company has issued an aggregate of 1,039,635
shares of common stock, par value $0.001 per share. These shares include (i)
186,999 shares issued in February 1997 at a purchase price per share of $0.002
for a total of $374; (ii) 167,750 shares issued in March 1997 at a purchase
price of $0.002 for a total of $336; (iii) 110,000 shares issued in February
1997 at a purchase price per share of $0.20 for a total of $22,000; (iv) 20,000
shares issued in April 1997 at a purchase price per share of $.10 for a total
of $2,000; (v) 2,500 shares issued in October 1997 at a purchase price per
share of $0.02 for a total of $50; (vi) 2,500 shares issued in November 1997 at
a purchase price of $0.02 for a total of $50; (vii) 82,500 shares issued in
December 1998 at a purchase price per share of $2.42 for a total of $199,650;
(viii) 300 shares issued in connection with the exercise of stock options for a
total of $46 and (ix) 467,087 shares of restricted stock issued to certain
employees and other persons, consisting of 336,462 shares issued in March 1997
at a purchase price per share of $0.002 for a total of $673; 89,375 shares
issued in October 1997 at a purchase price per share of $0.002 for a total of
$179; 37,500 shares issued in October 1997 at a purchase price per share of
$0.002 for a total of $75; and 3,750 shares issued in February 1998 at a
purchase price per share of $0.002 for a total of $8.
Since its inception, the Company has also issued an aggregate of
7,557,100 shares of preferred stock: consisting of (i) 400,000 shares of series
A preferred stock issued in February 1997 at a purchase price of $2.00 for a
total of $800,000; (ii) 3,311,828 shares of series B preferred stock issued in
March 1997 at a purchase price per share of $3.64 for a total of approximately
$12 million; (iv) 3,292,177 shares of series C preferred stock issued in
December 1998 at a purchase price per share of $4.86 for a total of
approximately $15.9 million; and (v) 553,095 shares of series D preferred stock
issued on December 23, 1999 at a purchase price per share of $9.04 for a total
of approximately $5 million. All such issuances were made under the exemption
from registration provided under Section 4(2) of the Act.
Since its inception, the Company has issued warrants to purchase (i)
31,249 shares of series A preferred stock in February 1997, which will become
exercisable for 31,249 shares of common stock upon the completion of this
offering at an exercise price of $2.00 per share, which expire in December
2003; (ii) 27,500 shares of common stock on February 1, 1999 at an exercise
price of $3.64 per share, which expire in January 2004; (iii) 110,617 shares of
common stock on December 23, 1999, at an exercise price of $12.92 per share,
which expire in December 2006; and (iv) 41,152 shares of common stock on
December 28, 1999, at an exercise price of $4.86 per share, which expire in
December 2006. All such issuances were made under the exemption from
registration provided under Section 4(2) of this Act.
Pursuant to the Company's 1996 Stock Option Plan, since its inception the
Company has granted options to purchase a total of 587,472 shares of common
stock at a weighted average exercise price of $.35 per share, of which options
for 300 shares have been exercised and options for 700 shares have been
forfeited.
II-2
<PAGE>
For a more detailed description of the Company's 1996 Stock Option Plan, see
"Management--Equity Compensation Plans" in this registration statement. In
granting the options and selling the underlying securities upon exercise of the
options, the Company is relying upon exemptions from registration set forth in
Rule 701 and Section 4(2) of the Act.
Item 16. Exhibits and Financial Statement Schedules
(a) Exhibits:
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
1.1 Form of Underwriting Agreement.*
3.1 Fourth Amended and Restated Certificate of Incorporation of the
Company.*
3.2 Amended and Restated Bylaws of the Company.*
4.1 Second Amended and Restated Stockholders Agreement among Orapharma,
Inc. and the parties set forth therein, dated December 23, 1999.*
4.2 Warrant issued to Oak Investment Partners VI, Limited Partnership.*
4.3 Warrant issued to Oak V Affiliates Fund, Limited Partnership.*
4.4 Warrant issued to Canaan S.B.I.C., L.P.*
4.5 Warrant issued to Canaan Capital Limited Partnership.*
4.6 Warrant issued to Canaan Capital Offshore Limited Partnership.*
4.7 Series A Preferred and Series B Preferred Stock Purchase Agreement
among Orapharma and the parties named therein, date February 26,
1997.*
4.8 Series C Preferred Stock Purchase Agreement among Orapharma, Inc. and
the parties named therein, dated December 1, 1998.*
4.9 Series D Preferred Stock Purchase Agreement among Orapharma, Inc. and
the parties named therein, dated December 23, 1999.*
4.10 Restricted Stock Purchase Agreement between BioMorphics Group, Inc.
and OraPharma dated December 31, 1998.*
4.11 Restricted Stock Purchase Agreement between Children's Medical Center
Corporation and OraPharma dated December 31, 1998.*
4.12 Warrant issued to Mucosal Therapeutics.*
4.13 Restricted Stock Purchase Agreement between American Cyanamid Company
and OraPharma, dated February 26, 1997.*
4.14 Restricted Stock Purchase Agreement between Scheer Investment Holdings
I, L.L.C. and OraPharma dated February 24, 1997.*
4.15 Restricted Stock Purchase Agreement between Oak VI Affiliates Fund,
Limited Partnership and OraPharma, dated February 26, 1997.*
4.16 Restricted Stock Purchase Agreement between Oak Investment Partners
VI, Limited Partnership and OraPharma, dated February 26, 1997.*
4.17 Restricted Stock Purchase Agreement between Michael D. Kishbauch and
OraPharma, dated March 6, 1997.*
4.18 Restricted Stock Purchase Agreement between J. Ronald Lawter and
OraPharma, dated March 19, 1997.*
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------- -----------
<S> <C>
4.19 Warrant issued to Canaan Equity L.P.*
4.20 Warrant issued to Domain Partners IV, L.P.*
4.21 Warrant issued to DP IV Associates, L.P.*
4.22 Warrant issued to Old Court Limited*
4.23 Warrant issued to Frazier Healthcare II, L.P.*
4.24 Warrant issued to HealthCap KB.*
4.25 Warrant issued to HealthCap CoInvest KB.*
4.26 Warrant issued to Oak Investment Partners VI, Limited Partnership.*
4.27 Warrant issued to Oak VI Affiliates Fund, Limited Partnership.*
4.28 Warrant issued to Sentron Medical, Inc.*
4.29 Warrant issued to TL Ventures III L.P.*
4.30 Warrant issued to TL Ventures III Interfund L.P.*
4.31 Warrant issued to TL Ventures III Offshore L.P.*
4.32 Warrant issued to Mucosal Therapeutics LLC.*
4.33 First Amendment to Warrant issued to Oak Investment Partners VI, Limited Partnership.*
4.34 First Amendment to Warrant issued to Oak Affiliates Fund, Limited Partnership.*
4.35 First Amendment to Warrant issued to Canaan S.B.I.C., L.P.*
4.36 First Amendment to Warrant issued to Canaan Capital Limited Partnership.*
4.37 First Amendment to Warrant issued to Canaan Capital Offshore Limited Partnership C.V.*
5.1 Opinion of Morgan, Lewis & Bockius LLP.*
10.1 OraPharma, Inc. 1996 Stock Option Plan.*
10.2 OraPharma, Inc. 1999 Equity Compensation Plan.*
10.3 Office Space Lease for 730 Louis Drive, Warminster, Pennsylvania, between Equivest Management
Corporation and OraPharma, Inc. dated July 31, 1998.*
10.4 Loan and Security Agreement between Silicon Valley Bank and OraPharma dated October 10, 1997.*
10.5 Children's Hospital Sponsored Research Agreement, between Children's Hospital and OraPharma,
dated December 31, 1998.*@
10.6 License Agreement between Children's Medical Center Corporation and OraPharma, dated
December 31, 1998.*@
10.7 License Agreement between Mucosal Therapeutics LLC and OraPharma, dated December 14, 1998.*@
10.8 Research and Consulting Agreement between Biomodels LLC and OraPharma dated
December 14, 1998.*@
10.9 License Agreement between American Cyanamid Company and OraPharma, Inc. dated
February 26, 1997.*@
10.10 License Agreement between Gary R. Jernberg and OraPharma, dated December 19, 1996.*@
10.11 License Agreement between Technical Developments and Investments, Est. and OraPharma dated
February 13, 1997.*@
10.12 Amendment to the OraPharma, Inc. 1996 Stock Option Plan.*
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Morgan, Lewis & Bockius LLP (to be included in Exhibit 5.1).*
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
23.3 Consent of Arnall, Golden & Gregory, LLP.*
24.1 Power of Attorney.*
27.1 Financial Data Schedule.*
</TABLE>
- -------
*Previously filed.
!Filed herewith.
#To be filed by amendment.
@Confidential Treatment Requested.
(b) Financial Statement Schedules
All information for which provision is made in the applicable accounting
regulations of the Securities and Exchange Commission is either included in
the financial statements or is not required under the related instructions or
are inapplicable, and therefore have been omitted.
Item 17. Undertakings.
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;
(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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in
the maximum aggregate offering price set forth in "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution no 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 of 1933, 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.
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to provisions described in Item 14 above, 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
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
II-5
<PAGE>
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 Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes (1) to provide to the
underwriter at the closing specified in the standby underwriting agreement,
certificates in such denominations and registered in such names as required by
the underwriter to permit prompt delivery to each purchaser; (2) that for
purposes of determining any liability under the Act, the information omitted
from the form of prospectus filed as part of a registration statement in
reliance upon Rule 430(a) and contained in the form of prospectus filed by the
registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the act shall be
deemed to be part of this registration statement as of the time it was declared
effective; and (3) that for the purpose of determining any liability under the
Act, each post-effective amendment that contains a form of prospectus 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.
The undersigned registrant hereby undertakes to supplement the
prospectus, after the expiration of the subscription period, to set forth the
results of the subscription offer, the transactions by the underwriter during
the subscription period, the amount of unsubscribed securities to be purchased
by the underwriter, and the terms of any subsequent reoffering thereof. If any
public offering by the underwriter is to be made on terms differing from those
set forth on the cover page of the prospectus, a post-effective amendment will
be filed to set forth the terms of such offering.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has duly reasonable grounds to believe that it
meets all of the requirements for filing on Form S-1 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Warminster,
Pennsylvania, on March 21, 2000.
OraPharma Inc.
/s/ Michael D. Kishbauch
By: _________________________________
Michael D. Kishbauch
President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Michael D. Kishbauch President, Chief Executive March 21, 2000
______________________________________ Officer and Director
Michael D. Kishbauch (Principal Executive
Officer)
/s/ James A. Ratigan Vice President, Chief March 21, 2000
______________________________________ Financial Officer and
James A. Ratigan Secretary (Principal
Financial Officer)
/s/ Robert D. Haddow Controller (Principal March 21, 2000
______________________________________ Accounting Officer)
Robert D. Haddow
/s/ * Director March 21, 2000
______________________________________
James J. Mauzey
/s/ * Director March 21, 2000
______________________________________
Christopher Moller
/s/ * Director March 21, 2000
______________________________________
Eileen M. More
/s/ * Director March 21, 2000
______________________________________
Harry T. Rein
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
* Director March 21, 2000
______________________________________
Seth A. Rudnick
* Director March 21, 2000
______________________________________
David I. Scheer
* Director March 21, 2000
______________________________________
Jesse I. Treu
</TABLE>
/s/ James A. Ratigan
*By: ____________________________
James A. Ratigan, Attorney-in-
fact
II-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------
<C> <S>
1.1 Form of Underwriting Agreement.*
3.1 Fourth Amended and Restated Certificate of Incorporation of the
Company.*
3.2 Amended and Restated Bylaws of the Company.*
4.1 Second Amended and Restated Stockholders Agreement among Orapharma,
Inc. and the parties set forth therein, dated December 23, 1999.*
4.2 Warrant issued to Oak Investment Partners VI, Limited Partnership.*
4.3 Warrant issued to Oak V Affiliates Fund, Limited Partnership.*
4.4 Warrant issued to Canaan S.B.I.C., L.P.*
4.5 Warrant issued to Canaan Capital Limited Partnership.*
4.6 Warrant issued to Canaan Capital Offshore Limited Partnership.*
4.7 Series A Preferred and Series B Preferred Stock Purchase Agreement
among Orapharma and the parties named therein, date February 26,
1997.*
4.8 Series C Preferred Stock Purchase Agreement among Orapharma, Inc. and
the parties named therein, dated December 1, 1998.*
4.9 Series D Preferred Stock Purchase Agreement among Orapharma, Inc. and
the parties named therein, dated December 23, 1999.*
4.10 Restricted Stock Purchase Agreement between BioMorphics Group, Inc.
and OraPharma dated December 31, 1998.*
4.11 Restricted Stock Purchase Agreement between Children's Medical Center
Corporation and OraPharma dated December 31, 1998.*
4.12 Warrant issued to Mucosal Therapeutics.*
4.13 Restricted Stock Purchase Agreement between American Cyanamid Company
and OraPharma, dated February 26, 1997.*
4.14 Restricted Stock Purchase Agreement between Scheer Investment Holdings
I, L.L.C. and OraPharma dated February 24, 1997.*
4.15 Restricted Stock Purchase Agreement between Oak VI Affiliates Fund,
Limited Partnership and OraPharma, dated February 26, 1997.*
4.16 Restricted Stock Purchase Agreement between Oak Investment Partners
VI, Limited Partnership and OraPharma, dated February 26, 1997.*
4.17 Restricted Stock Purchase Agreement between Michael D. Kishbauch and
OraPharma, dated March 6, 1997.*
4.18 Restricted Stock Purchase Agreement between J. Ronald Lawter and
OraPharma, dated March 19, 1997.*
4.19 Warrant issued to Canaan Equity L.P.*
4.20 Warrant issued to Domain Partners IV, L.P.*
4.21 Warrant issued to DP IV Associates, L.P.*
4.22 Warrant issued to Old Court Limited*
</TABLE>
II-9
<PAGE>
<TABLE>
<S> <C>
4.23 Warrant issued to Frazier Healthcare II, L.P.*
4.24 Warrant issued to HealthCap KB.*
4.25 Warrant issued to HealthCap CoInvest KB.*
4.26 Warrant issued to Oak Investment Partners VI, Limited Partnership.*
4.27 Warrant issued to Oak VI Affiliates Fund, Limited Partnership.*
4.28 Warrant issued to Sentron Medical, Inc.*
4.29 Warrant issued to TL Ventures III L.P.*
4.30 Warrant issued to TL Ventures III Interfund L.P.*
4.31 Warrant issued to TL Ventures III Offshore L.P.*
4.32 Warrant issued to Mucosal Therapeutics LLC.*
4.33 First Amendment to Warrant issued to Oak Investment Partners VI, Limited Partnership.*
4.34 First Amendment to Warrant issued to Oak Affiliates Fund, Limited Partnership.*
4.35 First Amendment to Warrant issued to Canaan S.B.I.C., L.P.*
4.36 First Amendment to Warrant issued to Canaan Capital Limited Partnership.*
4.37 First Amendment to Warrant issued to Canaan Capital Offshore Limited Partnership C.V.*
5.1 Opinion of Morgan, Lewis & Bockius LLP.*
10.1 OraPharma, Inc. 1996 Stock Option Plan.*
10.2 OraPharma, Inc. 1999 Equity Compensation Plan.*
10.3 Office Space Lease for 730 Louis Drive, Warminster, Pennsylvania, between Equivest Management
Corporation and OraPharma, Inc. dated July 31, 1998.*
10.4 Loan and Security Agreement between Silicon Valley Bank and OraPharma dated October 10, 1997.*
10.5 Children's Hospital Sponsored Research Agreement, between Children's Hospital and OraPharma,
dated December 31, 1998.*@
10.6 License Agreement between Children's Medical Center Corporation and OraPharma, dated
December 31, 1998.*@
10.7 License Agreement between Mucosal Therapeutics LLC and OraPharma, dated December 14, 1998.*@
10.8 Research and Consulting Agreement between Biomodels LLC and OraPharma dated
December 14, 1998.*@
10.9 License Agreement between American Cyanamid Company and OraPharma, Inc. dated
February 26, 1997.*@
10.10 License Agreement between Gary R. Jernberg and OraPharma, dated December 19, 1996.*@
10.11 License Agreement between Technical Developments and Investments, Est. and OraPharma dated
February 13, 1997.*@
10.12 Amendment to the the OraPharma, Inc. 1996 Stock Option Plan.*
23.1 Consent of Arthur Andersen LLP.*
23.2 Consent of Morgan, Lewis & Bockius LLP (to be included in Exhibit 5.1).*
23.3 Consent of Arnall, Golden & Gregory, LLP.*
24.1 Power of Attorney.*
27.1 Financial Data Schedule.*
</TABLE>
- --------
*Previously filed.
!Filed herewith.
#To be filed by amendment.
@Confidential Treatment Requested.
II-10
