<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 15, 1999
REGISTRATION STATEMENT NO. 333-_____
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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
CHIEF EXECUTIVE OFFICER
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 LLP
180 Maiden Lane
New York, NY 10038
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. [ ]
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. [ ]
<PAGE>
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. []
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered Per Unit Price Fee
<S> <C> <C> <C> <C>
Common Stock
$0.01 par value 10,000,000 2.81(1) 28,100,000(1) $7,812
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c).
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 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
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<PAGE>
SUBJECT TO COMPLETION, DATED APRIL 15, 1999
ALLIANCE PHARMACEUTICAL CORP.
10,000,000
SHARES OF COMMON STOCK
------------
Alliance Pharmaceutical Corp. is offering 10,000,000 shares of common stock
with this prospectus. Our common stock is listed and traded on the Nasdaq
National Market under the symbol "ALLP." On April 13, 1999, the last reported
sale price of the common stock on the Nasdaq National Market was $2.75 per
share.
<TABLE>
<CAPTION>
Per Share Total
--------- -----
<S> <C> <C>
Public Offering Price
Placement Fees
Proceeds to Alliance
</TABLE>
The shares of common stock are being offered directly by Alliance only
to selected institutional and accredited investors. We intend to sell up to
10,000,000 shares of common stock. Cruttenden Roth Incorporated will act as
the placement agent in connection with the offering and will use its best
efforts to introduce Alliance to investors. Cruttenden Roth has no
commitment to buy any of the shares offered. All investor funds received
prior to the closing of the offering will be deposited into escrow with an
escrow agent until the closing. If, for any reason, the offering is
terminated any funds received will be returned promptly.
WE URGE YOU TO READ THE "RISK FACTORS" SECTION BEGINNING ON PAGE -- FOR A
DESCRIPTION OF RISKS ASSOCIATED WITH PURCHASING OUR COMMON STOCK THAT YOU SHOULD
CONSIDER BEFORE BUYING SHARES OF OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED THAT THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE OR PASSED UPON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with different information.
The date of this prospectus is ________ __, 1999.
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RED HERRING LANGUAGE
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
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<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Incorporation of Certain Documents by Reference. . . . . . . . . . . . . .
Where You Can Find More Information. . . . . . . . . . . . . . . . . . . .
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dilution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Matters. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>
NOTE TO READERS OF THIS PROSPECTUS
We were incorporated in 1983 in New York. When we refer to "us," "we,"
"our," "the Company" and "Alliance" in this prospectus, we mean Alliance
Pharmaceutical Corp. and its consolidated subsidiaries. Our address is 3040
Science Park Road, San Diego, California 92121. Information contained on our
website does not constitute part of this prospectus.
IMAGENT-Registered Trademark-, LIQUIVENT-Registered Trademark- and
FLOGEL-Registered Trademark- are registered trademarks of Alliance.
OXYGENT-TM-, PULMOSPHERES-TM- and RODA-TM- are trademarks of Alliance.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus may contain forward-looking statements regarding our
plans, expectations, estimates and beliefs. Our actual results could differ
materially from those discussed in, or implied by, these forward-looking
statements. Forward-looking statements are identified by words such as
"believe," "anticipate," " expect," "intend," "plan," "will," "may," and
other similar expressions. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances are forward-looking statements. Forward-looking statements in
this document include, but are not necessarily limited to, those relating to:
- our ability to raise additional capital when needed
- obtaining, or our ability to obtain, approval by the FDA and other
regulatory authorities for certain products
- our ability or capacity to manufacture, market and distribute our
products
- uncertainty of market acceptance of our products
- our ability to obtain patents for our products and technologies
- relationships with and abilities of important suppliers and business
partners
- the development of new products and enhanced versions of existing
products
Factors that cause actual results or conditions to differ from those anticipated
by these and other forward-looking statements include those more fully described
in the risk factors section and elsewhere in this prospectus. We are not
obligated to update or revise these forward-looking statements to reflect new
events or circumstances.
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PROSPECTUS SUMMARY
MANY OF THE MATTERS SET FORTH IN THIS PROSPECTUS CONTAIN FORWARD-LOOKING
STATEMENTS THAT ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE SET FORTH IN THIS PROSPECTUS. WE REFER
YOU TO CAUTIONARY INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS AND IN
OTHER DOCUMENTS WE FILE WITH THE SECURITIES AND EXCHANGE COMMISSION FROM TIME TO
TIME.
THE COMPANY
BUSINESS: Alliance Pharmaceutical Corp. is a pharmaceutical research and
development company with three products in late-stage human (clinical)
development, each of which is designed to address a different medical
need. These products are based on our expertise with
perfluorochemicals ("PFCs") and other technologies. PFCs are man-made
chemicals that can dissolve and carry oxygen and other gases, and may
therefore be useful for delivering oxygen throughout the body,
including within the lung. PFCs have also been shown to be useful
in enhancing ultrasound images.
We are also employing our adaptable core technologies to develop a
new, versatile system for delivery of various types of drugs into the
lungs for treatment of lung diseases and for distribution of
medications to other parts of the body. In addition, we have other
products in early development.
LEADING
PRODUCTS: OXYGENT is a temporary oxygen carrier to reduce or eliminate the need
for human blood transfusions during elective surgeries where
substantial blood loss is common. OXYGENT is a "blood substitute" that
uses PFCs as raw materials, not human or animal blood. It therefore
carries no risk of infectious disease, can be sterilized, is
compatible with all blood types and has a shelf-life of approximately
two years. Unlike other blood substitutes currently under development,
OXYGENT is manufactured using cost-effective methods that we believe
will allow us to market the product at a price that is competitive to
that of donor blood. A Phase 3 study is underway in Europe in order
to assess whether the use of OXYGENT can reduce the need for donor
blood in surgical patients. We are also planning to conduct an
additional Phase 3 study in the United States. Phase 3 studies are
typically the final human studies required prior to submission of a
New Drug Application to the U.S. Food and Drug Administration (FDA)
or foreign agency requesting approval to market a new drug.
LIQUIVENT is a PFC liquid that is trickled directly into the lungs
of a patient who is being supported by a mechanical ventilator.
LIQUIVENT therapy is expected to reduce the damage resulting from
prolonged use of the ventilator, open up collapsed air sacs, assist in
providing oxygen to and removing carbon dioxide from the lungs, and
flush debris from the lungs. In human trials, the use of LIQUIVENT led
to improvements in lung function and a decline in the number of days
on a ventilator. We are currently conducting a Phase 3 clinical study
in the U.S., Canada, and Europe to evaluate the use of LIQUIVENT
for the treatment of adult patients with acute (sudden-onset) lung
injury and acute respiratory distress syndrome. LIQUIVENT has been
granted Subpart E ("fast track") status by the FDA; however, one or
more additional studies may be required prior to filing a New Drug
Application with the FDA.
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IMAGENT is a PFC-based diagnostic agent intended for use with
ultrasound diagnostic techniques to enhance real-time images of blood
flow in the blood vessels, heart, and other organs. Enrollment has
been completed in Phase 3 studies in which IMAGENT was evaluated as a
contrast agent to improve ultrasound images of the heart in cardiac
patients. The data from these studies is under analysis, and we are
planning to submit a New Drug Application to the FDA in the second
half of 1999. In previous human studies, IMAGENT enhanced signals
from blood vessels using gray-scale, color and Power Doppler, and
harmonic ultrasound imaging methods. IMAGENT is being developed with
Schering AG, Germany.
PULMOSPHERES are drug-containing hollow, porous particles that are
being developed for delivery of drugs to the lungs. The PULMOSPHERE
particles may be suspended in PFCs or other propellants for delivery
to the lungs via traditional inhalers and other devices. PULMOSPHERES
have been formulated with a variety of drugs such as asthma
medications, antibiotics, proteins and peptides. Laboratory
(non-human) studies are being conducted to evaluate the potential uses
of PULMOSPHERES.
OTHER
PRODUCTS: Our pipeline includes products in various stages of development:
FLOGEL is a liquid/gel that is intended to reduce the occurrence of
internal adhesions (scar tissue) in patients undergoing surgeries of
their internal organs. FLOGEL is applied as a cold liquid that
becomes a gel at body temperature, forming a barrier that limits the
formation of adhesions between tissues. Various drugs may be
incorporated into FLOGEL for drug delivery and ophthalmic (eye)
indications.
RODA is a monitor intended to provide real-time measurements of the
cardiovascular (heart and blood system) and oxygenation status of
surgical patients. We believe this monitor may provide important
information during certain surgical procedures involving high blood
loss, including those utilizing OXYGENT. We are co-developing the
RODA Monitor with our partner, VIA Medical Corporation.
STRATEGY: Our strategy is to (i) identify promising products on our own or with
researchers and clinicians in universities and medical centers; (ii)
use our scientific and medical expertise, research laboratories and
production facilities, and manufacturing know-how to define suitable
pharmaceutical formulations; (iii) design and conduct preclinical and
clinical development programs; and (iv) oversee and fund product
advancement into late-stage clinical development. Then, we seek to
partner with a large pharmaceutical company for the final phase of
human testing, worldwide regulatory approvals, manufacturing scale-up
and marketing.
During the past 16 months we resumed responsibility for the
development of OXYGENT and LIQUIVENT due to differences in priorities
and clinical development strategies with our former partners. This
forced us to reallocate our human and capital resources. We are
currently focusing on advancing the clinical studies with OXYGENT and
LIQUIVENT, and we intend to seek new partners for both products, as
well as for PulmoSpheres.
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<PAGE>
THE OFFERING
<TABLE>
<S> <C>
Offering................................................................. 10,000,000 shares
Securities offered....................................................... Common stock, $.01 par value
Shares of common stock outstanding prior to this offering................ 33,181,593 shares (1)
Use of proceeds.......................................................... Clinical trials, working capital and
general corporate purposes
</TABLE>
- -------------------
(1) Shares of common stock outstanding as of April 13, 1999; excludes
(i) 5,638,018 shares of common stock issuable upon exercise of outstanding
stock options at a weighted average exercise price of $7.71 per share;
(ii) 565,523 shares of common stock issuable upon exercise of outstanding
warrants at a weighted average exercise price of $14.78 per share; and
(iii) a variable amount of common stock (which number varies based on the
price of the common stock) issuable upon the conversion of Series D and
Series E-1 preferred stock.
SUMMARY FINANCIAL DATA
The following summary financial data for the three years ended June 30,
1998 are derived from the audited consolidated financial statements of
Alliance. The financial data for the six months ended December 31, 1998 and
1997 are derived from unaudited financial statements. The unaudited financial
statements include all adjustments, consisting of normal recurring accruals
which the Company considers necessary for a fair presentation of the
financial position and results of operations for such periods.
Operating results for the six months ended December 31, 1998 are not
necessarily indicative of the results that may be expected for the entire
year ending June 30, 1999. The data should be read in conjunction with the
consolidated financial statements, related notes, and other financial
information incorporated by reference herein.
<TABLE>
<CAPTION>
SIX MONTHS ENDED
FISCAL YEAR ENDED JUNE 30, DECEMBER 31,
----------------------------------------- --------------------------
OPERATING DATA: 1996 1997 1998 1997 1998
---- ---- ---- ---- ----
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C>
Total revenues.................... $ 17,323 $ 44,580 $ 21,209 $ 11,813 $ 6,148
Net loss applicable to common
shares.......................... $(23,172) $(19,016) $(33,003) $(13,814) $(27,745)
Net loss per common share
Basic and diluted $ (0.91) $ (0.63) $ (1.04) $ (0.44) $ (0.87)
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31,
------------------------- ------------
SELECTED BALANCE SHEET DATA: 1997 1998 1998
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Working capital........................................... $ 62,995 $ 48,730 $ 30,064
Total assets.............................................. 112,013 93,677 77,184
Long-term debt and other.................................. 2,871 8,921 12,524
Stockholders' equity...................................... 91,331 76,090 54,388
</TABLE>
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<PAGE>
RISK FACTORS
Investing in our stock involves a high degree of risk. You should
carefully consider the following risk factors and all other information
contained in this prospectus before purchasing our stock. Any of the following
risks could materially adversely affect our business, operating results and
financial condition and could result in a complete loss of your investment.
WE HAVE A HISTORY OF OPERATING LOSSES AND LIMITED PRODUCT REVENUES
We cannot assure you that we will become profitable at all or on a
sustained basis. Substantially all of our revenues to date have come from
licensing fees, milestone payments and payments to fund research and
development activities under joint development and license agreements. We
have had net operating losses since our inception and we expect such losses
to continue until we receive revenues from product sales. As of December 31,
1998, we had an accumulated deficit of $292.0 million. For the years ended
June 30, 1996, 1997 and 1998, we incurred net losses of $23.2 million, $19.0
million and $33.0 million, respectively. Our net loss for the six months
ended December 31, 1998 was $27.7 million.
WE HAVE FUTURE CAPITAL NEEDS AND ADDITIONAL FINANCING IS UNCERTAIN
The costs of our current clinical trials are high. We believe that our
existing capital resources, including expected revenues from our Schering
License Agreement for Imagent and investments, together with the proceeds
from this offering (assuming we sell at least $20,000,000 of common stock),
will satisfy our capital requirements through December 1999. We cannot be
sure how many shares we will sell or how long our capital resources will last.
In any event, we will need additional financing. We intend to seek
collaborative arrangements for OXYGENT, LIQUIVENT and PULMOSPHERES to help
cover the cost of development. Our future capital requirements will depend on
many factors, including:
- results of our late-stage clinical trials
- progress with pre-clinical testing
- continued scientific progress in our research and development programs
- the time and cost involved in obtaining regulatory approvals
- changes in existing collaborative relationships
- patent costs
- competing technological and market developments
- the cost of manufacturing scale-up
As of April 13, 1999 we have an outstanding bank loan in the amount of
$14.1 million. That loan is secured by certain assets, including equipment
and machinery. The loan requires us to have at all times cash, cash
equivalents and receivables of at least $25 million. As of March 1999, our
cash, cash equivalents and receivables were below $25 million and we are in
violation of our agreement with the bank. Under our agreement, the bank may
demand that we pay all of our loan
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<PAGE>
in full or it may take possession of the assets that secure the loan. If we
are forced to pay off our loan with existing cash, we may have to reduce,
delay or terminate some of our development efforts. The bank has indicated
that if we raise $18 million, it will reduce the cash covenant to $10
million (a portion of which will be held by the bank as collateral), take a
lien on some of our patents and otherwise restructure the loan payments.
We cannot assure you that we will have access to adequate financing in the
future or that any prospective financing will be on terms we find acceptable.
SUCCESS OF PARTNERING STRATEGY IS UNCERTAIN
Our strategy is to enter into license agreements to support the
development, commercialization and costs of our products. In May 1998, we
restructured our existing partnership agreement for OXYGENT with Ortho
Biotech, Inc., a division of Johnson & Johnson, following our failure to
reach agreement as to the scope and timing of further clinical development,
including whether to proceed with Phase 3 trials at that time. Under the
restructured agreement, we have full responsibility, including costs, for
worldwide development of OXYGENT. Ortho has a limited option to reacquire the
rights to market OXYGENT.
Under our Schering license agreement for IMAGENT, we depend on Schering for
development and regulatory approvals outside the United States and for worldwide
marketing of IMAGENT. As of December 30, 1998, the Schering license agreement
was modified to reduce ongoing development reimbursement, add new milestone
payments and restructure the methods for calculating royalties. The Schering
license agreement may not be terminated until September 1999; however,
thereafter, it may be terminated on one month's advance notice. A termination
of the Schering license agreement could adversely affect our research,
development and, ultimately, marketing of IMAGENT.
Our current partnering strategy is to seek new collaborations for
OXYGENT and LIQUIVENT and a similar agreement for PULMOSPHERES. However, we
cannot assure you that we will be able to negotiate acceptable collaborative
arrangements in the future, or that any current or future arrangements will
ultimately be successful. Even if successful, we may not be able to
completely control the amount and timing of resources our collaborative
partners will devote to these activities. Failure to license our products
could have a serious impact on our development strategy and could materially
impact our financial condition.
WE ARE IN ARBITRATION WITH A FORMER PARTNER
In December 1997, our former partner for LIQUIVENT, Hoechst Marion
Roussel, Inc. (which we refer to as "HMR"), terminated its license agreement
with us. We regained all rights to and responsibilities for the product. In
May 1998, HMR asked us to pay them up to $7.5 million, payable in cash or
stock. On September 25, 1998, we received a demand for arbitration from HMR,
claiming up to $16.8 million, plus interest and punitive damages, in
connection with the termination of the HMR license agreement. We have filed
a counterclaim against HMR. We do not believe its claim is valid. We intend
to contest HMR's claim and believe that the ultimate resolution will not have
a material adverse effect on our business. However, no assurance can be given
that we will prevail on the claim or that an adverse result will not have a
material adverse effect on our business.
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<PAGE>
THE RESULTS OF CLINICAL TRIALS AND OF GOVERNMENTAL REGULATION ARE UNCERTAIN
Clinical trials, manufacturing and marketing of our products are subject
to the testing and approval process of the FDA and foreign regulatory
authorities. The FDA and other regulatory authorities require that the
safety and efficacy of a drug be supported by results from adequate and
well-controlled clinical trials before approval for commercial sale. If the
results of the clinical trials of our products do not demonstrate that they
are safe and effective, we will not be able to submit to the FDA a New Drug
Application ("NDA") or other relevant applications for pre-market approval.
Further, the results of preclinical testing and initial clinical trials do
not necessarily predict how safe and effective a product will be when it is
evaluated in large-scale Phase 3 clinical trials. It is possible that
unacceptable side effects may be discovered at any time. A number of
companies have suffered significant setbacks in advanced clinical trials,
despite promising results in earlier trials.
The rate of completion of the clinical trials for our products depends on
many factors, including obtaining adequate clinical supplies and the rate of
patient recruitment. Patient recruitment is a function of many factors,
including the size of the patient population, the proximity of patients to
clinical sites, and the eligibility criteria for patients who may enroll in the
trial. We may experience increased costs, program delays, or both, if there are
delays in patient enrollment in the clinical trials.
Even if we believe the clinical trials demonstrate the safety and
efficacy of a product, the FDA and other regulatory authorities may not
accept our assessment of the results. The FDA has required other companies
involved in the development of blood substitutes to increase the size of
their Phase 3 trials, extending the time and cost to complete the trials. In
any case, in order to demonstrate the safety and efficacy of the products we
may have to conduct additional clinical trials beyond those currently
planned. The process of obtaining regulatory clearances or approvals is
costly and time-consuming. We cannot predict how long preclinical and
clinical trials will take or whether they will be successful.
We will not be able to commercialize our products until we have acceptable
clinical trial results and regulatory approval. We cannot assure you that the
clinical trial results will be favorable or that we will be able to obtain
regulatory approval for commercialization of any of our products. We also
cannot predict the effect of new governmental regulations.
As of the date of this prospectus, we have not agreed with the FDA on
the design for the U.S. Phase 3 clinical trial for Oxygent.
WE HAVE LIMITED MANUFACTURING CAPABILITY
While we believe that we can produce materials for clinical trials and
the initial market launch for OXYGENT and IMAGENT at our existing San Diego
facilities and for LIQUIVENT at our Otisville, New York facility, we may need
to expand our commercial manufacturing capabilities for products in the
future. This expansion may occur in stages, each of which would require
regulatory approval, and product demand could at times exceed supply capacity.
We have not selected a site for the expanded facilities and cannot predict
the amount we will expend for the construction of such facilities. We cannot be
sure whether the FDA will determine that such facilities comply with Good
Manufacturing Practices. The projected location and construction of such
facilities will depend on regulatory approvals, product development, and
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<PAGE>
capital resources, among other factors. We have not obtained any regulatory
approvals for our production facilities for these products, nor can we assure
you that we will be able to do so.
The Schering license agreement requires us to manufacture IMAGENT at our
San Diego facility for a period of time after market launch and to sell the
product to Schering at a negotiated price.
UNPREDICTABILITY OF PATENT PROTECTION AND PROPRIETARY TECHNOLOGY
We believe that our success will depend largely on our ability to obtain
and maintain patent protection for our own inventions, and to license the use of
patents owned by third parties. We have obtained patents covering certain
intermediate and high concentration PFC emulsions, patents related to liquid
ventilation, and patents covering certain stabilized microbubble compositions,
as well as other patents. We have filed, and when appropriate will file, other
patent applications with respect to our products and processes in the United
States and in foreign countries. We cannot assure you, however, that we will
develop any additional products and processes that will be patentable or that
any additional patents will be issued to us. It is possible that any of our
patents or any patents licensed to us may be challenged successfully. It is
also possible that we may unintentionally infringe on patents of third parties,
or that we may have to alter our products or manufacturing processes to take
into account the patents of third parties and this may cause delays in product
development. Further, we cannot assure that we will be able to alter our
products or manufacturing processes to avoid third party patents, in which case
we may have to terminate the development or commercialization of a product or
pay royalties to the holders of the patents. Litigation, which could result in
a substantial cost to us, may be necessary to enforce any patents we own and/or
to determine the scope and validity of others' proprietary rights. We also
attempt to protect our proprietary products and processes by relying on trade
secret laws and non-disclosure and confidentiality agreements with our employees
and certain other persons who have access to our products or processes. It is
possible that others will develop such products or processes independently or
obtain access to such products or processes. Our competitive position may be
affected adversely if others develop or obtain products or processes similar to
ours.
In particular, with respect to ultrasound contrast imaging patents, there
are several companies with issued patents and other patent applications in
process. Many of these patents overlap each other, and it will take several
years to clarify which ones are valid and enforceable. Although we believe we
have the right to manufacture, use and sell IMAGENT once it is approved, it is
possible that we may need to license rights under patents owned by others, and
that such rights may not be available. Other companies may well find that their
current or future activities violate our patents. We believe certain companies
have obtained patents to which they are not entitled under U.S. law, and have
requested patent interference proceedings in the U.S. Patent Office to resolve
those issues.
WE RELY ON OTHER PARTIES FOR RAW MATERIALS
Some of the raw materials for our products are available from single
sources. At times, one or more of these raw materials may not be available or
may be available only in limited quantities. Our ability to develop our
products could be materially adversely affected if sufficient
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<PAGE>
supplies of raw materials are not available. We are currently negotiating
with some of these suppliers for long-term supply contracts for raw
materials; however, we cannot be sure we will be able to obtain commitments
for a long-term supply of these raw materials on acceptable terms.
OUR PRODUCTS ARE IN THE DEVELOPMENT STAGE
Our products require substantial development efforts. We or our
collaborative partners may encounter unforeseen technological or scientific
problems, including adverse side effects, which may force us to abandon or
substantially change the plan of development of a specific product or process.
A technological change or product development by others may also have a
significant adverse effect on our operations. Further, even after successful
technical development and receipt of governmental approval, a product may not
achieve commercial success.
WE LACK SALES AND MARKETING CAPABILITY
We do not have internal marketing and sales capabilities. Our strategy is
for our current and future collaborative partners to market and sell any
products that we may successfully develop.
Should we have to market and sell our products directly, we would need to
develop a marketing and sales force with technical expertise and distribution
capability. The creation of infrastructure to commercialize pharmaceutical
products is an expensive and time-consuming process.
We cannot assure you that we will be able to establish marketing and sales
capabilities or be successful in gaining market acceptance for our products. To
the extent that we enter into co-promotion or other licensing arrangements, any
revenues we receive will be dependent on the efforts of third parties.
UNCERTAINTY OF THIRD-PARTY REIMBURSEMENT
Our ability to commercialize our products successfully will depend in part
on the extent to which the cost of the products and related treatment will be
reimbursed by government authorities, private health insurers and other
organizations, such as HMOs. Third party payors are increasingly challenging
the prices charged for medical products and services. Also, the trend toward
managed healthcare in the United States, the growth of healthcare organizations
such as HMOs, and legislative proposals to reform healthcare and government
insurance programs could significantly influence the purchase of healthcare
services and products, resulting in lower prices and reducing demand for our
products. The cost containment measures that healthcare providers are
instituting and any healthcare reform could affect our ability to sell our
products and may have a material adverse effect on our operations. We cannot
assure you that reimbursement in the United States or foreign countries will be
available for any of our products, that any reimbursement granted will be
maintained, or that limits on reimbursement available from third-party payors
will not reduce the demand for, or reduce the price of, our products. The lack
or inadequacy of third-party reimbursement for our products would have a
material adverse effect on our operations. We cannot forecast what additional
legislation or regulation relating to the
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<PAGE>
healthcare industry or third-party coverage and reimbursement may be enacted
in the future, or what effect the legislation or regulation would have on our
business.
WE DEPEND ON KEY PERSONNEL
Our ability to develop successful products and to achieve a competitive
position will depend, in part, on our ability to attract and retain qualified
scientific and management personnel. Competition for such personnel is
intense. We cannot assure you that we will be able to attract and retain such
personnel. Some of our scientific advisors are employed by, or have
consulting arrangements with, third parties that may conflict with their
obligations with us. We will require additional expertise and expect to
place additional demands on our management and financial resources.
WE MAY BE AT A COMPETITIVE DISADVANTAGE
We cannot assure you that we will be able to compete successfully. There
are many pharmaceutical companies, biotechnology companies, public and private
universities, and research organizations actively engaged in research and
development of products that may be similar to, or seek to address the same
markets as, our products. Many of our existing or potential competitors have
substantially greater financial, technical and human resources than we do and
may be better equipped to develop, manufacture and market products. These
companies may develop and introduce products and processes competitive with or
superior to ours. In addition, our products and technologies may be rendered
uncompetitive or obsolete by the development of other technologies or products
that have an entirely different approach or means of accomplishing the same
purposes.
POTENTIAL PRODUCT LIABILITY CLAIMS AND UNINSURED RISKS
Products or processes that we may develop, license, or sell may expose us
to potential liability. Liability of this type could arise from claims by users
of our products or of products manufactured by processes we developed, or from
manufacturers or others selling our products, either directly or as a component
of other products. We currently maintain limited product liability insurance
coverage. We cannot assure you that we will be able to maintain this coverage
or obtain additional coverage on acceptable terms, or that insurance will
provide adequate coverage against all potential claims.
VOLATILITY OF STOCK PRICE
Historically, the market price of our stock has been highly volatile. The
following types of announcements could have a significant impact on the price of
our stock:
- positive or negative results of testing and clinical trials
- amount and terms of future financings
- technological innovations or commercial product introductions by
ourselves or competitors
- changes in government regulations
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- developments concerning proprietary rights, including patents and
litigation matters
- failure to enter into a collaborative partnership for OXYGENT,
LIQUIVENT or PULMOSPHERES
- change in the status of the Schering licensing agreement
- public concern relating to the commercial value or safety of any of
our products
- general stock market conditions
Further, the stock market has in recent months experienced and may continue
to experience significant price and volume fluctuations. These fluctuations
have particularly affected the market prices of equity securities of many
biopharmaceutical companies. Often, the effect on the price of such securities
is unrelated or disproportionate to the operating performance of such companies.
WE HAVE SECURITIES THAT ARE ENTITLED TO A LIQUIDATION PREFERENCE
We currently have 500,000 shares of Series D Preferred Stock outstanding
entitled to a liquidation preference of $20 per share. We also have 52,163
shares of the Series E-1 Preferred Stock outstanding entitled to a liquidation
preference of $60 per share.
WE DO NOT INTEND TO PAY DIVIDENDS; WE MAY ISSUE ADDITIONAL PREFERRED STOCK
We have never paid dividends on our common stock and do not intend to pay
any dividends in the foreseeable future. Our Board of Directors has the
authority to issue up to an additional 2,947,837 shares of preferred stock and
may determine the rights, preferences, privileges and restrictions of such
shares without any further vote or action by the shareholders. The rights of
the holders of our common stock (and any outstanding shares of preferred stock)
will be subject to, and may be adversely affected by the rights of the holders
of any preferred stock that may be issued in the future. The possible issuance
of preferred stock could have the effect of delaying, deferring or preventing a
change in control of Alliance. The conversion and other features of any series
of preferred stock may also limit the price that investors might be willing to
pay in the future for shares of our common stock.
SHARES ELIGIBLE FOR FUTURE SALE COULD ADVERSELY AFFECT STOCK PRICES AND
ADDITIONAL EQUITY ISSUANCES
As of April 13, 1999, 6,203,541 shares of our common stock (or 15.8% of the
total number of shares outstanding on a fully diluted basis) were issuable upon
the exercise of outstanding options and warrants. Additional shares may be
issued upon the conversion of preferred stock. Also, over a period of
approximately four years, we may issue an indeterminate number of additional
shares of our common stock to the former shareholders of MDV Technologies, Inc.,
a company we acquired in 1996. The existence of such warrants, options and
convertible securities, as well as certain registration rights, may adversely
affect the terms on which we may obtain additional equity financing and the
aftermarket trading of our stock. The holders of the outstanding warrants and
options are likely to exercise their securities at a time when we would
otherwise be able to obtain capital on terms more favorable than those provided
by the exercise or conversion prices thereof.
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<PAGE>
RISKS ASSOCIATED WITH PREFERRED STOCK FINANCING
In August 1998, we raised net proceeds of $5.6 million through the
issuance of Series E-1 Preferred Stock. In January 1999, the holders of
47,837 shares of Series E-1 Preferred Stock converted such shares into
1,091,338 shares of common stock at a price of $2.63 per share. Today,
52,163 shares of Series E-1 Preferred Shares remain outstanding. The
remaining Series E-1 Preferred Stock is convertible into shares of the our
common stock based on the trading prices of the common stock during future
periods that are described in the certificate of designation. Therefore, we
presently are unable to determine the number of shares of our common stock
that we may ultimately need to issue upon conversion. If the holders of the
remaining Series E-1 Preferred Stock convert when the trading price of our
common stock is low, we would need to issue a large number of shares of our
common stock upon conversion and this could result in substantial dilution to
the holders of our common stock.
Certain provisions set forth in the stock purchase agreement for the Series
E-1 Preferred Stock prohibit us from:
- declaring, authorizing or setting aside or paying any dividend or
other distribution with respect to our common stock
- repaying, repurchasing or offering to repay, repurchase or otherwise
acquire shares of our common stock in any manner
- issuing any series of preferred stock or other securities with rights
senior (in respect of liquidations, dividends, preferences and similar
rights) to those of the Series E-1 Preferred Stock
The certificate of designation filed in connection with the issuance of the
Series E-1 Preferred Stock also includes certain penalty provisions that are
triggered if we fail to satisfy certain obligations. We may incur substantial
financial penalties if we fail to comply with such terms. We cannot assure you
that we would be able to fund such penalties, and even if funding is available,
the payment of such penalties could adversely affect our business and financial
condition.
YEAR 2000 ISSUES
Many currently installed operating systems and software products are coded
only to accept two digit entries in the date code field. Consequently, they are
unable to distinguish 21st century dates from 20th century dates. As a result,
the computer systems and software used by many companies may need to be upgraded
to prevent problems that would result from misreading the entries in the date
code field. Failure to correct systems to become "Year 2000 compliant" may
result in systems failures or miscalculations causing disruptions of operations,
including, among other things, a temporary inability to process data, send
invoices or engage in similar normal business activities.
We are currently reviewing the potential impact of Year 2000 issues on our
business and attempting to mitigate or eliminate those issues. The primary
risks to us are those of business continuity. We are determining which
equipment we own needs to be replaced. We have also
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<PAGE>
begun communicating with our significant suppliers, financial institutions,
insurance companies and other parties that provide us significant services,
including clinical trial sites, to determine whether they anticipate Year
2000 problems in their operations. If we or our significant vendors or
suppliers are unable to become Year 2000 compliant in time, this could have a
material adverse effect on our ability to continue our operations.
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<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any documents we file at the
SEC's public reference room in Washington, D.C. at 450 Fifth Street, N.W.,
Washington, D.C. 20549, or in the public reference rooms located in New York,
New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. Our SEC filings are also
available to the public at the SEC's website at http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with it, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information we later file with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings we will make with
the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act:
1. Annual Report on Form 10-K/A for the fiscal year ended June 30, 1998;
2. Quarterly Report on Form 10-Q for the quarters ended September 30, 1998
and December 31, 1998; and
3. Registration Statement on Form 8-A, dated October 25, 1984.
We 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.
Requests for copies should be directed to Lloyd Rowland, Secretary and General
Counsel, Alliance Pharmaceutical Corp., 3040 Science Park Road, San Diego,
California 92121, telephone (619) 558-4300.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3 (the
"Registration Statement") under the Securities Act, with respect to the shares
offered in this prospectus. This prospectus does not contain all the
information set forth in the Registration Statement and exhibits thereto,
certain portions of which have been omitted as permitted by the rules and
regulations of the SEC. Copies of the Registration Statement (including the
omitted portions) are available from the SEC upon payment of prescribed rates.
For further information, reference is made to the Registration Statement and the
exhibits filed therewith. Statements contained in this prospectus or the
Registration Statement relating to the contents of any contract or other
document filed as an exhibit to the Registration Statement are not necessarily
complete, and in each instance are qualified in all respects by the full text of
such contract or document.
You should rely only on the information or representations provided in this
prospectus or incorporated by reference. We have not authorized anyone else to
provide you with different information. The selling stockholders have agreed
not to make an offer of the shares of our common stock in any state where the
offer is not permitted. You should not assume that the information in this
prospectus is accurate as of any date other than the date on the cover page.
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<PAGE>
USE OF PROCEEDS
We plan to use the majority of the net proceeds from this offering to fund
late-stage clinical trials of OXYGENT and LIQUIVENT and to prepare a New Drug
Application filing package for IMAGENT. The balance of the net proceeds will be
used for working capital and other general corporate purposes and limited
research and development for PULMOSPHERES. The amounts actually expended for
each purpose and the timing of such expenditures may vary significantly
depending upon various factors including, but not limited to, the results and
timing of our clinical development, the launch of new products, governmental or
regulatory changes, the role of corporate partners and technological advances
and competition by others. In addition, there can be no assurance that any
product developed or introduced by us will be commercialized or that funds will
be sufficient to develop successful products.
We expect to use all of the net proceeds from this offering for the
purposes described above, and we will require substantial additional funds in
the future in order to continue our development programs and to manufacture and
market any future products. We anticipate that existing cash balances and
interest income thereon, together with the net proceeds of this offering will be
adequate to satisfy our capital requirements through December 1999 (assuming
we raise at least $20,000,000).
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<PAGE>
Pending such uses, we intend to invest the net proceeds of this offering in
short-term, investment grade securities.
DILUTION
As of December 31, 1998, the net tangible book value of Alliance was
approximately $42.3 million, or $1.20 per share. "Net tangible book value
per share" represents the amount of total tangible assets of the Company
reduced by the total liabilities and divided by the number of shares of
common stock outstanding (after giving effect to the conversion of the
outstanding shares of preferred stock into common stock at an assumed
weighted average conversion price of $4.86 per share). After giving effect
to the sale of the 10,000,000 shares of common stock offered in this offering
at a public offering price of $2.75 per share, the pro forma net tangible
book value of the common stock as of December 31, 1998 (after deducting the
placement fees and estimated expenses of this offering) would have been
approximately $67.6 million, or $1.49 per share. This represents an immediate
increase in net tangible book value of $0.29 per share to existing
shareholders and an immediate dilution of $1.26 per share to new investors
purchasing shares of common stock in this offering. "Dilution per share"
represents the difference between the price per share of common stock paid by
the new investors in this offering and the net tangible book value per share
at December 31, 1998 as adjusted to give effect to the sale of 10,000,000
shares in this offering.
The following table illustrates the dilution per share taking into account
estimated expenses of this offering:
<TABLE>
<CAPTION>
<S> <C>
- --------------------------------------------------------------------------------
Public offering price per share $2.75
- --------------------------------------------------------------------------------
Net tangible book value per share as of Decemeber 31, 1998 $1.20
- --------------------------------------------------------------------------------
Increase to present shareholders attributable to this offering $0.29
- --------------------------------------------------------------------------------
Pro forma net tangible book value per share after this offering $1.49
- --------------------------------------------------------------------------------
Dilution to investors in this offering $1.26
- --------------------------------------------------------------------------------
</TABLE>
To the extent fewer than 10 million shares are sold in this offering,
the dilution to new investors would be increased.
PLAN OF DISTRIBUTION
We are offering the common stock on a best efforts basis only to
selected institutional and other investors. However, we cannot be certain
that we will be able to sell all of the shares offered, and it is possible
that we will close this offering for less than the 10,000,000 shares being
offered.
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<PAGE>
All investor funds will be deposited into an escrow account established
on the investors' behalf pending effectiveness of the registration statement
and issuance of the shares. No investor funds may be accepted by us until
the registration statement is declared effective. We will deposit the shares
with the Depository Trust Company upon receiving a notice from the escrow
agent. The shares will then be credited to the respective accounts of the
investors.
If, for any reason, the offering is terminated, then all funds that were
deposited into escrow will be returned to investors.
Cruttenden Roth Incorporated has agreed to act as placement agent in
connection with the offering, to solicit indications of interest from
investors. Cruttenden Roth has no obligation to buy any shares in the
offering.
We have agreed to pay Cruttenden Roth a fee up to 7.5% of the proceeds
of this offering. In addition, we will issue to Cruttenden Roth at the
closing of the offering, warrants to purchase common stock in an amount up to
10% of the shares of common stock sold in this offering to investors
solicited by Cruttenden Roth. The warrants will be exercisable for a period
of five years from the closing of the offering with an exercise price equal
to 120% of the public offering price per share. We also agreed to reimburse
Cruttenden Roth for its expenses that it incurs in connection with the
offering and to indemnify Cruttenden Roth against certain liabilities under
the Securities Act. The Chairman and Chief Executive Officer of Cruttenden
Roth is the brother of both the President and the Chief Executive Officer of
Alliance.
LEGAL MATTERS
The legality of the issuance of the shares of common stock offered
hereby will be passed upon for Alliance by Stroock & Stroock & Lavan LLP.
EXPERTS
Ernst & Young LLP, incdpendent audtiors, have audited our consolidated
financial statements included in our annual report on Form 10K/A for the year
ended June 30, 1998, as set forth in their report (which contains an
explanatory paragraph describing conditions that raise substantial doubt
about the Company's ability to continue as a going concern as described in
Note 1 to the consolidated financial statements), which is incorporated by
reference in this prospectus and elsewhere in the registration statement. Our
financial statements are incorporated by reference in reliance on Ernst &
Young LLP's report, given on their authority as experts in accounting and
auditing.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses in connection with the offering, all of which will
be borne by the Registrant, are as follows:
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee...................................... $ 7,812
----------
Blue Sky Fees and Expenses................................ 5,000
----------
Legal Fees and Expenses................................... 30,000
----------
Accounting Fees and Expenses.............................. 15,000
----------
Miscellaneous............................................. 42,188
----------
Total................................................... $100,000
----------
----------
</TABLE>
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.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) List of Exhibits
1.1 Form of Placement Agency Agreement+
1.2 Form of Escrow Agreement+
5. Opinion of Stroock & Stroock & Lavan, counsel for Registrant.+
23.(a) Consent of Stroock & Stroock & Lavan (included in Exhibit 5
hereof).+
(b) Consent of Ernst & Young LLP, Independent Auditors.*
24. Power of Attorney. (on signature page)
- ---------
* Filed herewith
+ To be filed by amendment
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
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<PAGE>
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;
(i) To include any prospectus required by Section 10(c)(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;
(iii) 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
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<PAGE>
information in the registration statement.
PROVIDED, HOWEVER, that paragraphs (d)(1)(i) and (d)(1)(ii) do
not apply if the registration statement is on Form S-3, Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities and Exchange Act of 1934 that are
incorporated by reference 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.
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<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 April --, 1999.
ALLIANCE PHARMACEUTICAL CORP.
(Registrant)
Date: April 15, 1999 By: /s/
-------------------------------------
Theodore D. Roth
President and Chief Operating Officer
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 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 attorney-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.
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.
<TABLE>
<S> <C> <C>
/s/ Chairman and Chief Executive Officer April 15, 1999
- --------------------------
Duane J. Roth
/s/ Director, President and Chief
- -------------------------- Operating Officer April 15, 1999
Theodore D. Roth
/s/ Chief Financial Officer,
- -------------------------- Treasurer and Chief April 15, 1999
Tim T. Hart Accounting Officer
/s/
- --------------------------
Pedro Cuatrecasas, M.D. Director April 15, 1999
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/s/
- --------------------------
Carroll O. Johnson Director April 15, 1999
/s/
- --------------------------
Stephen M. McGrath Director April 15, 1999
/s/
- --------------------------
Helen M. Ranney, M.D. Director April 15, 1999
/s/
- --------------------------
Thomas F. Zuck, M.D. Director April 15, 1999
/s/
- --------------------------
Donald E. O'Neill Director April 15, 1999
/s/
- --------------------------
Jean G. Riess, Ph.D. Director April 15, 1999
</TABLE>
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<PAGE>
Exhibit 23.(b)
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 10,000,000 shares of its common
stock and to the incorporation by reference therein of our report dated July
31, 1998, except for Note 8, as to which the date is August 14, 1998 and the
second paragraph of Note 1, as to which the date is April 12, 1999 with
respect to the consolidated financial statements of Alliance Pharmaceutical
Corp. included in its Annual Report (Form 10-K/A) for the year ended June 30,
1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Diego, California
April 12, 1999
