As Filed with the Securities and Exchange Commission on
January 8, 1999 Registration No. 333-62463
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 2
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ACCESS PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware 3841 83-0221517
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(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
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2600 Stemmons Freeway, Suite 176,
Dallas, Texas 75207
(214) 905-5100
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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Kerry P. Gray
President and Chief Executive Officer
Access Pharmaceuticals, Inc.
2600 Stemmons Freeway, Suite 176
Dallas, Texas 75207
(214) 905-5100
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
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with copies to:
John J. Concannon III
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
(617) 951-8000
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Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement is declared effective.
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, check the following box. /x/
CALCULATION OF REGISTRATION FEE
Title of Securities to be Amount to be Registered Proposed Maximum
Registered Offering Price Per Share(1)
- ------------------------- ---------------------- ------------------------
Common Stock $.01 par 2,440,305 shares (2) $ 1.67
value per share
Proposed Maximum
Aggregate Offering Amount of
Price (1) Registration Fee
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$4,075,309 $1,202.22 (3)
(1) Estimated solely for the purpose of determining the registration fee.
Calculated in accordance with Rule 457(c) under the Securities Act of 1933
based on the average of the bid and ask prices reported in the consolidated
trading system of the National Association of Securities Dealers, Inc.
Automated Quotation System Over-the-Counter Bulletin Board on August 26, 1998.
(2) Includes 579,616 shares issuable to certain selling stockholders upon
exercise of warrants for the purchase of shares of the Registrant's Common
Stock (see "Selling Stockholders")
(3) Previously paid.
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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 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to Section 8(a), may determine.
<PAGE>
Item 16. Exhibits and Financial Statment Schedule
(a) Exhibits:
4. Exhibit Number
99 Securities and Exchange Letter
<PAGE>
SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933,
the Registrant has duly caused this Amendment No. 2 to the
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Dallas, Texas, on this 11th
day of Janaury, 1999.
ACCESS PHARMACEUTICALS, INC.
By /s/ Kerry P. Gray
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Kerry P. Gray
President and Chief Executive
Officer, Director
POWER OF ATTORNEY AND SIGNATURES
Each person whose signature appears below hereby constitutes
and appoints Kerry P. Gray, as his attorney-in-fact and
agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all
capacities, (i) to sign any and all amendments (including
post-effective amendments) to this Registration Statement,
(ii) to sign any registration statement to be filed pursuant
to Rule 462(b) under the Securities Act of 1933 for the
purpose of registering additional shares of Common Stock for
the same offering covered by this Registration Statment,
and (iii) to file any of 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, and each of them, 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, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or
their or his substitute or substitutes, may lawfully do or
cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of
1933, the Registration Statement has been signed by the
following person in the capacities and on the dates
indicated.
Signature Title Date
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/s/ KERRY P. GRAY President and Chief Executive
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Kerry P. Gray Officer, Director January 11, 1999
*
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Herbert H. McDade, Jr. Director January 11, 1999
*
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J. Michael Flinn Director January 11, 1999
*
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Stephen B. Howell Director Janaury 11, 1999
*
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Max Link Director January 11, 1999
/s/ STEPHEN B. THOMPSON
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Stephen B. Thompson Chief Financial Officer, January 11, 1999
Treasurer
/s/ Kerry P. Gray
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Kerry P. Gray January 11, 1999
* Attorney in Fact
EXHIBIT 99
Access Pharmaceuticals, Inc.
2600 Stemmons Freeway, Suite 176
Dallas, TX 75207-2107
Janaury 11, 1999
Paul Fischer, Esq.
Securities and Exchange Commission
Division of Corporation Finance
Washington, D.C. 20549
Re: Registration Statement on Form SB-2; File No. 333-62463
Dear Mr. Fischer:
The undersigned registrant hereby requests that the Securities and
Exchange Commission take appropriate action to cause the effective date
of the above referenced Registration Statement on Form SB-2 to be
accelerated such that the Registration Statement will become effective
at 2:00 p.m. EST on Janaury 11, 1999 or as soon as practicable
thereafter.
Very truly yours
/s/ Kerry P. Gray
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Kerry P. Gray
President & CEO
Access Pharmaceuticals, Inc.
