As Filed with the Securities and Exchange Commission on June 14, 2000
Registration No. 333-37786
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
ACCESS PHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 3841
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(State or Other Jurisdiction (Primary Standard Industrial
of Incorporation or Organization) Classification Code Number)
83-0221517
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(I.R.S. Employer
Identification No.)
2600 Stemmons Freeway, Suite 176
Dallas, Texas 75207 (214) 905-5100
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Kerry P. Gray
President and Chief Executive Officer
Access Pharmaceuticals, Inc.
2600 Stemmons Freeway, Suite 176
Dallas, Texas 75207
(214) 905-5100
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(Name, address, including zip code, and
telephone number, including area code, of agent for service)
with copies to:
John J. Concannon III
Bingham Dana LLP
150 Federal Street
Boston, MA 02110
(617) 951-8000
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement is declared effective.
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. / /
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. /x/ 333-37786
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
Title of Securities Propsed Maximum
to be Registered Amount to be Registered Offering Price Per Share(1)
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Common Stock $.01 67,230 share (2) $4.06
par value per share
Proposed Maximum Aggregate
Offering Price (1) Amount of Registration Fee
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$191,754 $50.62
(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 high and low prices as reported by the
American Stock Exchange on June 13, 2000.
(2) Includes 67,230 shares issuable to certain selling stockholders upon
exercise of warrants for the purchase of shares of the Registrant's Common
Stock.
<PAGE>
This Registration Statement is being filed with respect to the registration
of additional shares of the common stock, $.01 par value per share, of
Access Pharmaceuticals, Inc., a Delaware corporation, for an offering pursuant
to Rule 462 (b) under the Securities Act of 1933, as amended. The contents
of the earlier effective registration statement (Registration No. 333-37786)
are incorporated in this Registration Statement by reference.
The required opinion and consent is listed on an Exhibit Index attached hereto
and filed herewith.
<PAGE>
Exhibit Index
5.1 Opinion of Bingham Dana, LLP,
23(a) Consent of Bingham Dana LLP (included in Exhibit 5.1)
26 Power of Attorney (Included in signature page to Registration
Statement No 333-37786 on Form S-3 filed May 24, 2000)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Dallas, Texas, on
this 14th day of June, 2000.
ACCESS PHARMACEUTICALS, INC.
By /s/ Kerry P. Gray
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Kerry P. Gray
President and Chief Executive Officer, Director
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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Kerry P. Gray
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Kerry P. Gray President and Chief Executive June 14, 2000
Officer, Director
*
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Herbert H. McDade, Jr. Director June 14, 2000
*
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J. Michael Flinn Director June 14, 2000
*
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Stephen B. Howell Director June 14, 2000
*
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Max Link Director June 14, 2000
*
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Howard P. Milstein Director June 14, 2000
*
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Richard Stone Director June 14, 2000
*
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Preston Tsao Director June 14, 2000
/s/ Stephen B. Thompson
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Stephen B. Thompson Vice President, June 14, 2000
Chief Financial Officer,
Treasurer
/s/ Kerry P. Gray
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* by: Kerry P. Gray Attorney-in-fact June 14, 2000
</TABLE>
