As filed with the Securities and Exchange Commission
on June 22, 1995
Registration Statement No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ALLIANCE PHARMACEUTICAL CORP.
(Exact name of registrant as specified in its charter)
New York 14-1644018
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
3040 Science Park Road
San Diego, CA 92121
(619) 558-4300
(Address, including zip code, and telephone number,
including area code of registrant's principal
executive offices)
DUANE J. ROTH
President
Alliance Pharmaceutical Corp.
3040 Science Park Road
San Diego, CA 92121
(619) 558-4300
(Name, address, including zip code, and telephone
number, of agent for service of process)
Copy to:
Melvin Epstein, Esq.
Stroock & Stroock & Lavan
Seven Hanover Square
New York, NY 10004-2696
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes
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. [X]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Shares Aggregate Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Unit (1) Price (1) Fee
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 131,134 $7.625 per
$.01 par value.. shares share $999,897 $344.79
</TABLE>
(1) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457(c) on the
basis of the price of the Common Stock on the Nasdaq
National Market on June 20, 1995.
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 said
Section 8(a), may determine.
<PAGE>
Prospectus
131,134 Shares
ALLIANCE
PHARMACEUTICAL CORP.
Common Stock
____________
The Prospectus relates to 131,134 shares (the "Shares") of
Common Stock, $.01 par value (the "Common Stock"), which may be
offered by certain shareholders of the Company (the "Selling
Shareholders"). The Shares may be offered by the Selling
Shareholders for their own account at any time and from time to
time in the over-the-counter market or otherwise in private
sales at prices to be negotiated. None of the proceeds of the
sale of the Shares by the Selling Shareholders will be received
by the Company. The Company has agreed to bear all expenses
(other than underwriting discounts and selling commissions, and
fees and expenses of counsel or other advisers to the Selling
Shareholders) in connection with the registration of such
securities by the Selling Shareholders.
The Company's Common Stock is traded over-the-counter on
the Nasdaq National Market under the symbol ALLP. On June 20,
1995, the last reported sale price of the Common Stock as
reported by Nasdaq was $7.625 per share.
The Common Stock offered hereby involves a high degree of
risk. See "Risk Factors."
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is June __, 1995
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal
year ended June 30, 1994, which was filed with the Securities
and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act"), as amended
by Form 10-K/A filed on March 10, 1995, the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended December 31,
1994, which was filed with the Commission pursuant to the
Exchange Act on February 10, 1995, as amended by Form 10-Q/A for
such quarter filed on March 10, 1995 and the Company's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1995,
which was filed with the Commission pursuant to the Exchange Act
on May 12, 1995, and the information under the caption
"Description of the Company's Securities" contained in the
Company's Registration Statement on Form 8-A, dated October 25,
1984, with respect to the Company's Common Stock, are
incorporated herein by reference and made a part of this
Prospectus as of the date hereof. All reports subsequently
filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the termination of the offering of the
Common Stock offered hereby shall be deemed to be incorporated
by reference into this Prospectus. Any statement contained in a
document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained
herein or in any subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein
modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to any person to
whom this Prospectus is delivered, upon written or oral request
of such person, a copy of any or all of the documents which have
been incorporated by reference in this Prospectus, other than
exhibits to such documents, unless such exhibits are
specifically incorporated by reference into the documents so
incorporated. Requests for such copies should be directed to
Gwen Rosenberg, Alliance Pharmaceutical Corp., 3040 Science Park
Road, San Diego, California 92121, telephone (619) 558-4300.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Exchange Act and in accordance therewith files reports,
proxy statements and other information with the Commission.
Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities of the
Commission, Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the Commission's New York
Regional Office, 7 World Trade Center, 13th Floor, New York, New
York 10048, and Chicago Regional Office, Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511, and copies of such materials can be obtained by mail
from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
Additional information regarding the Company and the Common
Stock is contained in the Registration Statement and the
Exhibits thereto filed with the Commission under the Securities
Act of 1933, as amended (the "Act"). The Registration Statement
and the Exhibits thereto may be inspected without charge at the
office of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and copies thereof may be obtained from the
Commission upon payment of the prescribed fees.
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by, and
should be read in conjunction with, the more detailed
information and consolidated financial statements in this
Prospectus or previously filed with the Commission and
incorporated herein by reference. As used in this Prospectus,
the terms "Company" and "Alliance" refer to Alliance
Pharmaceutical Corp. and its consolidated subsidiaries.
The Company
Alliance is a pharmaceutical research and development
company that focuses on the application of scientific
discoveries which can be developed into innovative drug
products. Alliance has entered into agreements with
institutions and inventors for the rights to their discoveries
and is adding value to these discoveries by defining the
product, market and regulatory strategies prior to seeking
collaborative relationships with multinational pharmaceutical
companies for the delivery of these products to the market.
Alliance intends to seek to enter into similar agreements and,
through this approach, Alliance believes it can play an
important role in the development of innovative pharmaceutical
products.
Three of the products under development by Alliance are
based upon perfluorochemical ("PFC") technologies. The
Company's primary drug substance is perflubron, an eight-carbon
brominated PFC. Alliance has in various stages of development
three products which are based on PFC technologies and which
address significant medical needs: Oxygent*, an intravascular
oxygen carrier designed to reduce the need for donor blood
transfusions during surgery, which is in clinical development;
LiquiVent*, an intrapulmonary agent for use in the treatment of
acute respiratory failure, which is in clinical development; and
ImagentR US, a diagnostic ultrasound imaging agent, which is in
preclinical development. In addition, the Company is evaluating
its antigenized antibody technology for potential use in the
production of novel vaccines and immune modulators.
Oxygent (an emulsion containing perflubron) is an
intravascular oxygen carrier for use as a temporary "blood
substitute" to provide oxygen to tissues during elective
surgeries where substantial blood loss is anticipated. Oxygent
has several potential advantages over the use of allogeneic
(donor) blood: it does not transmit infectious disease, is
compatible with all blood types and has a shelf life in excess
of one year. Oxygent is intended for use with autologous blood
collection techniques including predonations, hemodilution, and
salvage.
In August 1994, the Company entered into a license
agreement (the "License Agreement") with Ortho Biotech, Inc. and
The R.W. Johnson Pharmaceutical Research Institute, a division
of Ortho Pharmaceutical Corporation, subsidiaries of Johnson &
Johnson (collectively referred to as "Ortho"), which provides
Ortho with worldwide marketing rights to the Company's
injectable PFC emulsions capable of transporting oxygen for
therapeutic use, including Oxygent. The Company has conducted
early-stage clinical trials with Oxygent in surgical patients.
The product will be jointly developed by Alliance and Ortho,
with Ortho responsible for substantially all of the remaining
costs of development. Ortho will pay Alliance royalties based
on sales of the product after commercialization. In conjunction
with the License Agreement, Johnson & Johnson Development
Corporation purchased $15.0 million of the Company's convertible
preferred stock. In addition, Ortho paid Alliance an initial
license fee of $4.0 million and will make other payments upon
the achievement of certain milestones.
LiquiVent (sterile perflubron) is in clinical development
for use as an intrapulmonary agent to treat acute respiratory
failure, a disorder that can result from many causes, including
serious infections, traumatic shock, severe burns and inhalation
of toxic substances, and is characterized by impairment of
normal lung function. The Company is conducting separate
early-stage clinical trials with LiquiVent in premature infants,
pediatric patients, and adults with acute respiratory distress
syndrome ("ARDS"), the most severe form of acute respiratory
failure. The U.S. Food and Drug Administration (the "FDA") has
granted the Company Subpart E status (expedited review) for
development of the product in the treatment of ARDS.
Imagent US is a PFC-based intravenous contrast agent for
enhancement of ultrasound images of blood flow abnormalities
(perfusion defects), which can occur as a result of myocardial
infarctions, blood clots, or solid tumors. The product is
currently in preclinical development.
The Company's fourth current project utilizes its
antigenized antibody technology to develop a prototype vaccine
for an infectious disease and a prototype tolerogen for an
autoimmune disease. Antigenized antibodies use human
immunoglobulin as a platform to carry specific peptides to
modulate the immune system. Depending on the disease and
antigen, antigenized antibodies can be used to either stimulate
antibody production (as in a vaccine) to prevent disease or to
down-regulate antibody production (as in a tolerogen) to treat
certain autoimmune disorders.
The Company's headquarters are located at 3040 Science Park
Road San Diego, California 92121 and its telephone number is
(619) 558-4300.
RISK FACTORS
The following factors should be carefully considered in
evaluating the Company and its business:
Limited Product Revenues; History of Operating Losses.
Substantially all of the Company's revenues to date have
consisted of licensing fees, milestone payments and payments to
fund research and development activities under joint development
and license agreements. The Company has had net operating
losses since its inception and expects such losses to continue
unless and until such time as revenues are sufficient to fund
its continuing operations. As of December 31, 1994, the Company
had an accumulated deficit of $174,492,000, of which
approximately $34.3 million reflects non-cash charges from the
Company's acquisition by merger of Fluoromed Pharmaceutical,
Inc. on February 24, 1989. The Company has incurred, and
expects to continue to incur, operating losses, unless and until
such time as product sales generate sufficient revenues to fund
its continuing operations.
Future Capital Needs; Uncertainty of Additional Financing.
The Company believes that its existing capital resources,
including expected revenues from the License Agreement,
investments, and product sales, as well as the net proceeds from
a recent offering of the Company's common stock consummated on
April 27, 1995 and income earned thereon, will be adequate to
satisfy its capital requirements for approximately 12 months.
The Company will need additional financing to support its long-
term product development programs. The Company's future capital
requirements will depend on many factors, including continued
scientific progress in its research and development programs,
progress with preclinical testing and clinical trials, the time
and cost involved in obtaining regulatory approvals, patent
costs, competing technological and market developments, changes
in existing collaborative relationships, the Company's ability
to establish development, sales and marketing arrangements, and
the cost of manufacturing scale-up, if necessary. No assurance
can be given that adequate financing will be available to the
Company in the future.
Reliance on Collaborative Partners; Future Collaborations.
The Company has entered into the License Agreement to support
the development and commercialization of Oxygent and to raise
capital. Pursuant to the License Agreement, the Company has
granted significant licensing rights. The Company's strategy is
to seek additional collaborations; however, there can be no
assurance that the Company will be able to negotiate acceptable
collaborative arrangements in the future, or that any current or
future arrangements will ultimately be successful. Under the
License Agreement, the Company will depend on Ortho for
development and regulatory approval of products in certain
markets. The termination of the License Agreement, which can
occur on three months' advance notice, or any other future
collaborative arrangement could adversely affect the Company's
research, development or, ultimately, product distribution
plans.
Uncertainty of Development Efforts. The Company's products
require substantial development efforts. The Company may
encounter unforeseen technological or scientific problems
(including side effects) which may force abandonment or
substantial change in the development of a specific product or
process, or technological change or product developments by
others, any of which may have a material adverse effect on the
Company.
Government Regulation. The production and marketing of the
Company's products and its research and development activities
are subject to regulation for safety and efficacy by numerous
government authorities in the United States and other countries.
To date, the Company has received regulatory approval for the
commercial sale of only two of its products. Clinical trials
and the marketing and manufacturing of the Company's products
are subject to the testing and approval process of the FDA and
foreign regulatory authorities. The process of obtaining
regulatory clearances or approvals is costly and time consuming.
The Company cannot predict how long preclinical and clinical
trials will take or whether they will be successful; nor can the
Company predict how long the necessary regulatory approvals or
clearances will take. Therefore, there can be no assurance that
the necessary clearances or approvals will be obtained, or
obtained on a timely basis. Delays in obtaining regulatory
approval in the United States or other countries would adversely
affect the marketing of products developed by the Company. The
effect of governmental regulations which might arise from future
legislative or administrative action cannot be predicted.
Health Care Reimbursement and Reform. The Company's
ability to commercialize its products will depend in part on the
availability to end-users of reimbursement for the cost of the
Company's products and related treatment by government health
administration authorities, private health coverage insurers and
other organizations. The reimbursement status of newly approved
health care products is uncertain and there can be no assurance
that adequate patient insurance coverage will be available to
permit the Company to maintain price levels sufficient for the
realization of a satisfactory return on its investment in
product development. In addition, the public and the federal
government have recently focused significant attention on
reforming the health care system in the United States. A number
of health care reform measures have been suggested, including
price controls on pharmaceutical products. Public discussion of
such measures is likely to continue, and concerns about the
potential effects on different proposals have been reflected in
the volatility of the stock prices for companies in the health
care and related industries. The adoption of such reform
proposals could have a material adverse effect on the Company
and its businesses.
Limited Manufacturing Capability and Experience. The
Company currently operates a pilot manufacturing facility and
has constructed an intermediate scale-up manufacturing plant at
its San Diego headquarters for the production of perflubron-
based emulsions for use in research and development and clinical
trials. The Company believes that, if such products are
approved by the FDA, the intermediate scale-up plant has
adequate capacity to support the market introduction of its
emulsion products. However, there can be no assurance that FDA
approval will be obtained or obtained on a timely basis.
Pursuant to the License Agreement, Ortho may elect to
manufacture the product itself after market introduction, or
continue to require the Company to do so at a negotiated price.
If it is required to manufacture the product, the Company will
need to construct a commercial production facility. The Company
has not selected a site or obtained any regulatory approvals.
Construction of a facility will depend upon regulatory
approvals, product development and capital resources, among
other things.
Unpredictability of Patent Protection; Proprietary
Technology. The Company believes that its success will depend
largely on its ability to obtain and maintain patent protection
for its own inventions and licenses for the use of patents owned
by third parties. The Company has obtained patents covering
certain intermediate and high concentration PFC emulsions. The
Company has filed, and when appropriate will file, other patent
applications with respect to its products and processes in the
United States and in foreign countries. There can be no
assurance, however, that the Company will develop any additional
products and processes which may be patentable or that any
additional patents will be issued. It is possible that patents
issued to the Company or any patents licensed to the Company may
be challenged successfully, that the Company may infringe
patents of third parties unintentionally, and that the Company
may have to alter its products or manufacturing processes to
take into account the patents of third parties, causing
additional unexpected costs and delays in product development.
The Company also attempts to protect its proprietary products
and processes by relying on trade secret laws and non-disclosure
and confidentiality agreements with its employees and certain
other persons who have access to its products or processes. No
assurance can be given that others will not develop such
products or processes independently or obtain access to such
products or processes. To the extent that others develop or
obtain similar products or processes, the Company's competitive
position may be affected adversely.
Dependence Upon Key Personnel. The Company's success in
developing marketable products and achieving a competitive
position will depend, in part, on its ability to retain
qualified scientific and management personnel. Competition for
such personnel is intense, and no assurance can be given that
the Company will be able to retain such personnel. Scientific
advisors to the Company are employed by or have consulting
arrangements with third parties which may conflict with their
obligations to the Company. The Company's anticipated growth
and expansion into technologies will require additional
expertise and are expected to place additional demands on the
Company's management and financial resources.
Competition; Rapid Technological Change. Competition in
the health care field is intense. The Company faces competition
from larger companies which have substantially greater research
and development, managerial, and financial resources. Such
competitors may develop more effective products on a more timely
basis. Rapid technological development may result in the
Company's products or processes becoming obsolete before they
are marketed or before the Company recovers a significant
portion of the related research, development, and
commercialization expenses.
Product Liability Claims and Uninsured Risks. Products or
processes that may be developed, licensed, or sold by the
Company may expose the Company to potential liability from
claims by end-users of such products or of products manufactured
by such processes, or by manufacturers or others selling such
products, either directly or as a component of other products.
The Company currently maintains limited product liability
insurance coverage. There can be no assurance that the Company
will be able to maintain such coverage or obtain additional
coverage on acceptable terms, or that such insurance will
provide adequate coverage against all potential claims.
Volatility of Stock Price; Liquidation Preference; and Lack
of Dividends. The market prices for securities of
biopharmaceutical companies have historically been highly
volatile. Announcements concerning the Company or its
competitors, including the results of testing and clinical
trials, technological innovations, or commercial products,
government regulations, developments concerning proprietary
rights, including patents and litigation matters, a change in
status of a corporate partner, public concern relating to the
commercial value or safety of the Company's products and stock
market conditions in general may have a significant impact on
the price of the Common Stock.
The Company has 1,500,000 shares of preferred stock
outstanding. Such preferred stock is entitled to an annual
$0.50 per share preferential dividend, and has a liquidation
preference of $10.00 per share plus all accumulated but unpaid
dividends.
The Company has not paid dividends on its Common Stock
since its inception and does not intend to pay any such
dividends in the foreseeable future. Further, the Company is
required to pay cumulative dividends on its outstanding
preferred stock prior to paying any dividends on its Common
Stock. The Company has incurred losses and thus, has had a
deficiency in preferred stock dividend coverage. For the years
ended June 30, 1990, 1991, 1992, 1993, and 1994 and the six
months ended December 31, 1993 and 1994 the Company has incurred
losses of $12,461,000, $17,702,000, $21,766,000, $26,380,000,
$36,946,000, $17,737,000 and $15,368,000, respectively.
Shares Eligible for Future Sales. As of December 31, 1994,
3,256,688 shares of Common Stock (or 13% of the total number of
shares outstanding on a fully diluted basis) are issuable upon
the exercise of outstanding options and warrants. Additional
shares may be issuable upon the conversion of preferred stock.
The existence of such outstanding warrants, options and
convertible securities, as well as certain registration rights,
may adversely affect the terms on which the Company may obtain
additional equity financing. The holders of the outstanding
warrants and options are likely to exercise their securities at
a time when the Company would otherwise be able to obtain
capital on terms more favorable than those provided by the
exercise or conversion prices thereof.
PLAN OF DISTRIBUTION
The sale of the Shares by the Selling Shareholders may be
effected from time to time in transactions on the over-the-
counter market, in negotiated transactions, or through a
combination of such methods of sale, at fixed prices, which may
be changed, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices or at negotiated
prices. The Selling Shareholders may effect such transactions
by selling the shares to or through broker-dealers and such
broker-dealers may receive compensation in the form of
discounts, concessions or commissions from the Selling
Shareholders and/or the purchasers of the shares for which such
broker-dealers may act as agent or to whom they sell as
principal, or both (which compensation as to a particular
broker-dealer may be in excess of customary compensation).
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of
Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The following table shows the names of the Selling
Shareholders, the shares of Common Stock owned beneficially
and/or of record by each of them, or by nominees, as of June 20,
1995, the number of Shares being offered by each of them and the
number of Shares to be owned by each of them after completion of
the offering, assuming all of the Shares being offered are sold.
The Shares are being registered to permit public secondary
trading of the Shares, and the Selling Shareholders may offer
the Shares for resale from time to time. See "Plan of
Distribution."
<TABLE>
Beneficial Beneficial Ownership
Ownership Shares After Offering
Prior to Being Number of
Selling Shareholder(1) Offering Offered Shares Percent
<S> <C> <C> <C> <C>
Thomas L. Anderson 2,665 1,721 944 *
Suzanne Berman 4,363 4,363 0 0
Rodney T. Carlisle 16,969 16,969 0 0
James P. Detwiler 4,121 4,121 0 0
Janet E. Detwiler 8,690 4,121 4,569 *
Sheldon P. Detwiler 42,568 39,903 2,665 *
Norio Harui 2,996 1,212 1,784 *
John K. Hoffman 1,424 1,212 212 *
George W. Keilman 9,272 9,272 0 0
James W. Martinson 1,164 727 437 *
Ralph Porter 727 727 0 0
K. Michael Sekins 31,206 30,789 417 *
Thomas Shaffer 3,449 2,424 1,025 *
Bryan Sparrowhawk 2,397 969 1,428 *
Curt A. Stewart 4,363 4,363 0 0
Temple University 2,424 2,424 0 0
Douglas R. Vannausdle 1,814 969 845 *
Richard R. Wilson 2,424 2,424 0 0
Marla Wolfson 4,931 2,424 2,507 *
TOTAL 147,967 131,134 16,833
________________________
(1) All of the Selling Shareholder received their shares of
Common Stock in connection with the Company's acquisition
of BioPulmonics, Inc., a Washington corporation, on December 23,
1991.
* Denotes less than one percent
</TABLE>
LEGAL OPINIONS
The legality of the issuance of the shares of Common Stock
offered hereby will be passed upon for the Company by Stroock &
Stroock & Lavan.
EXPERTS
The consolidated financial statements of Alliance
Pharmaceutical Corp. appearing in its Annual Report (Form 10-K),
as amended by Form 10K/A, for the year ended June 30, 1994, have
been audited by Ernst & Young LLP, independent auditors, as set
forth in their report thereon included therein and incorporated
herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting
and auditing.
The consolidated financial statements of Alliance
Pharmaceutical Corp. at June 30, 1993 and for each of the two
years in the period then ended, incorporated by reference in
this Prospectus and Registration Statement from the Company's
Annual Report on Form 10-K for the year ended June 30, 1994 have
been audited by Deloitte & Touche LLP, independent auditors, as
stated in their report, which is also incorporated herein by
reference. Such financial statements have been so incorporated
by reference in reliance upon the report of such firm given upon
their authority as experts in accounting and auditing.
No dealer, salesman or
other person has been
authorized to give any 131,134 Shares
information or to make any Alliance Pharmaceutical Corp.
representations other than
those contained in this
Prospectus and, if given or
made, such information or
representations must not be
relied upon as having been
authorized by the Company or
the Selling Shareholders. This Common Stock
Prospectus does not constitute
an offer to sell or a
solicitation of an offer to buy
to any person in any
jurisdiction in which such
offer or solicitation would be ----------------
unlawful or to any person to PROSPECTS
whom it is unlawful. Neither ----------------
the delivery of this Prospectus
nor any offer or sale made
hereunder shall, under any
circumstances, create any
implication that there has been
no change in the affairs of the
Company or that information
contained herein is correct as
of any time subsequent to the
date hereof.
________________
TABLE OF CONTENTS
Page June __, 1995
Incorporation of Certain
Documents by Reference . . 2
Available Information. . . 2
Prospectus Summary . . . . 3
The Company. . . . . . . . 3
Risk Factors . . . . . . . 4
Plan of Distribution . . . 6
Use of Proceeds. . . . . . 6
Selling Shareholders . . . 7
Legal Opinion. . . . . . . 7
Experts. . . . . . . . . . 7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The estimated expenses in connection with the issuance and
distribution of the securities being registered, all of which
will be borne by the Registrant, are as follows:
SEC Registration Fee . . . . . . . . . . . . . . .$ 344.79
Legal Fees and Expenses. . . . . . . . . . . . . . 7,000.00
Blue Sky Fees and Expenses . . . . . . . . . . . . 1,000.00
Accounting Fees and Expenses . . . . . . . . . . . 3,000.00
Miscellaneous. . . . . . . . . . . . . . . . . . . 1,665.21
Total. . . . . . . . . . . . . . . . . . . . . .$13,000.00
Item 15. Indemnification of Directors and Officers.
Reference is made to Article VI of the By-Laws of the
Company (filed as Exhibit 3(b) to the Company's Annual Report on
Form 10-K for the fiscal year ended June 30, 1989) and to
Sections 721-727 of the New York Business Corporation Law,
which, among other things and subject to certain conditions,
authorize the Company to indemnify each of its officers and
directors against certain liabilities and expenses incurred by
such persons in connection with claims made by reason of their
being such officers or directors. Reference is further made to
the Company's 1984 underwriting agreement (filed as Exhibit 1(a)
to the Registration Statement on Form S-1 (No. 2-88597) as filed
on February 17, 1984), to the Company's 1987 underwriting
agreement filed as Exhibit 1(a) to the Registration Statement on
Form S-1 (No. 33-12679) as filed on March 17, 1987), to the
Company's 1989 underwriting agreement (filed as Exhibit 1 to the
Registration Statement on Form S-2 (No. 33-28259) as filed on
April 19, 1989 (the "1989 S-2")), to the Company's 1991
underwriting agreement (filed as Exhibit 1 to the Registration
Statement on Form S-3 (No. 33-42551)) and to the Indemnification
Agreement (filed as Exhibit 10(www) to the 1989 S-2), each of
which contains provisions for the indemnification of directors,
officers and controlling persons of the Company under certain
circumstances.
Item 16. Exhibits and Financial Statement Schedules.
(a) List of Exhibits
5. Opinion of Stroock & Stroock & Lavan, counsel for
Registrant.
23.(a) Consent of Stroock & Stroock & Lavan (included in
Exhibit 5 hereof).
(b) Consent of Deloitte & Touche LLP
(c) Consent of Ernst & Young LLP
24. Power of Attorney
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement 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.
(b) The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under
the Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a form
of prospectus filed by the registrant pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933
shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under
the Securities Act of 1933, 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.
(c) Insofar as indemnification for liabilities arising
under the Securities Act of 1933 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 of 1933 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 of 1933
and will be governed by the final adjudication of such issue.
(d) 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 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.
(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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies 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 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of San Diego, State of California, on June 19, 1995.
ALLIANCE PHARMACEUTICAL CORP.
(Registrant)
Date: June 19, 1995 By /s/ Duane J. Roth
Duane J. Roth
President
Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
/s/ Duane J. Roth President, Chief Executive
- -------------------
Duane J. Roth Officer and a Director June 19, 1995
(Chief Executive Officer)
/s/ Theodore D. Roth Executive Vice President
- ------------------- and Chief
Theodore D. Roth Financial Officer June 19, 1995
(Chief Financial Officer)
/s/ Tim T. Hart
- ------------------- Comptroller June 19, 1995
Tim T. Hart (Chief Accounting
Officer)
* Director
- ------------------- June 19, 1995
Carroll O. Johnson
- ------------------- Director June 19, 1995
Stephen M. McGrath
* Director June 19, 1995
- -------------------
Donald E. O'Neill
*
- -------------------
Dr. Helen M. Ranney Director June 19, 1995
- ------------------- Director June 19, 1995
Dr. Jean G. Riess
* Director June 19, 1995
- -------------------
Dr. Thomas F. Zuck
*
By: /s/ Theodore D. Roth
--------------------
Theodore D. Roth
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibit No. Document Page No.
5.* Opinion of
Stroock & Stroock &
Lavan, counsel for
Registrant.
23.(a)* Consent of Stroock &
Stroock & Lavan (included
in Exhibit 5 hereof).
23.(b)* Consent of Deloitte &
Touche LLP
23.(c)* Consent of Ernst & Young LLP
24.* Power of Attorney
_________________
* Filed herewith.
EXHIBIT 5
[Stroock & Stroock & Lavan Letterhead]
June 22, 1995
Alliance Pharmaceutical Corp.
3040 Science Park Road
San Diego, CA 92121
Re: Alliance Pharmaceutical Corp.
Registration Statement on Form S-3
Gentlemen:
We have acted as counsel to you (the "Corporation") in
connection with the preparation and filing of the above-
captioned Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended,
covering 131,134 shares of the Corporation's Common Stock, $.01
par value per share (the "Shares"), to be sold by the Selling
Shareholders listed in the Registration Statement under the
caption "Selling Shareholders". The Shares are issuable to the
Selling Shareholders pursuant to the terms of an Acquisition
Agreement, dated as of December 23, 1991, by and among the
Corporation and each of the Selling Shareholders (the
"Acquisition Agreement").
We have examined copies of the Acquisition Agreement, the
Certificate of Incorporation and By-laws of the Corporation,
each as amended to date, the minutes of various meetings of the
Board of Directors of the Corporation, and the original,
photostat or certified copies of all such records of the
Corporation, and all such agreements, certificates of public
officials, certificates of officers and representatives of the
Corporation or others, and such other documents, papers,
statutes and authorities as we have deemed necessary to form the
basis of the opinions hereinafter expressed. In such
examination, we have assumed the genuineness of signatures and
the conformity to original documents of the documents supplied
to us as copies. As to various questions of fact material to
such opinions, we have relied upon statements and certificates
of officers of the Corporation and others.
Based upon the foregoing, we are of the opinion that all of the
Shares covered by the Registration Statement have been duly
authorized and, when issued and purchased in accordance with the
terms of the Acquisition Agreement, will be validly issued,
fully paid and nonassessable.
We hereby consent to the reference to our firm under the caption
"Legal Opinions" in the Prospectus. We further consent to your
filing a copy of this opinion as an exhibit to the Registration
Statement. In giving such consent, we do not admit hereby that
we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or
the rules and regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
/s/Stroock & Stroock & Lavan
Stroock & Stroock & Lavan
<PAGE>
EXHIBIT 23.(b)
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this
Registration Statement of Alliance Pharmaceutical Corp. on Form
S-3 of our report dated July 27, 1993, appearing in the Annual
Report on Form 10-K/A of Alliance Pharmaceutical Corp. for the
year ended June 30, 1994 and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this
Registration Statement.
/s/ DELOITTE & TOUCHE LLP
New York, New York
June 21, 1995
<PAGE>
EXHIBIT 23.(c)
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and related
Prospectus of Alliance Pharmaceutical Corp. for the registration
of shares of its common stock and to the incorporation by
reference therein of our report dated August 16, 1994, with
respect to the consolidated financial statements and schedule of
Alliance Pharmaceutical Corp. included in its Annual Report
(Form 10-K), as amended by Form 10-K/A, for the year ended June
30, 1994, filed with the Securities and Exchange Commission.
- ---------------------
/s/ ERNST & YOUNG LLP
San Diego, California
June 20, 1995
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Duane J. Roth
and Theodore D. Roth, or either of them, his true and lawful
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, to sign a registration statement on Form S-3
or such other form, as counsel to Alliance Pharmaceutical Corp.
(the "Corporation") may recommend in connection with the
registration of common stock of the Corporation to be issued to
former shareholders and optionholders of BioPulmonics, Inc.
("BPI") on or about June 23, 1995 in accordance with that
certain Acquisition Agreement dated December 23, 1991 among the
Corporation, BPI and former shareholders and optionholders of
BPI as approved by the Board of Directors by written consent
dated as of June 14, 1995, and any and all amendments to this
registration statement, 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 agent 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 attorney-in-fact, agent, or their
substitutes may lawfully do or cause to be done by virtue
hereof.
IN WITNESS WHEREOF, the undersigned have each caused this
power of attorney to be executed as of the date set forth beside
their name.
/s/ Carroll O. Johnson Director June 19, 1995
- ----------------------
Carroll O. Johnson
- ---------------------- Director June 19, 1995
Stephen M. McGrath
/s/ Helen M. Ranney Director June 19, 1995
Helen M. Ranney, M.D.
/s/ Donald E. O'Neill Director June 19, 1995
Donald E. O'Neill Director June 19, 1995
- ----------------------
Jean Riess, Ph.D.
/s/ Thomas F. Zuck Director June 19, 1995
Thomas F. Zuck, Ph.D.
