<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 2000.
REGISTRATION NO. 333-49676
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
ALLIANCE PHARMACEUTICAL CORP.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
NEW YORK 2835 14-1644018
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification Number)
</TABLE>
3040 SCIENCE PARK ROAD
SAN DIEGO, CALIFORNIA 92121
(858) 410-5200
(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, CALIFORNIA 92121
(858) 410-5200
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
------------------------------
COPIES TO:
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<S> <C>
JOHN M. DUNN, ESQ. CRAIG P. COLMAR, ESQ.
CHRISTOPHER M. FORRESTER, ESQ. PETER J. DAANE, ESQ.
PILLSBURY MADISON & SUTRO LLP JOHNSON & COLMAR
11975 EL CAMINO REAL, SUITE 200 300 SOUTH WACKER DRIVE, SUITE 1000
SAN DIEGO, CALIFORNIA 92130 CHICAGO, ILLINOIS 60606
(619) 234-5000 (312) 922-1980
FAX: (858) 509-4010 FAX: (312) 922-9283
</TABLE>
------------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effectiveness of this registration statement and the
effective time of the merger of Alliance Merger Subsidiary, Inc., a wholly-owned
subsidiary of Alliance Pharmaceutical Corp., with and into Molecular
Biosystems, Inc. as described in the Agreement and Plan of Merger, dated as of
October 11, 2000, attached as Appendix A to the proxy statement-prospectus
forming a part of this registration statement.
------------------------------
If the securities being registered on this form are being offered in
connection with the formation of a holding company and are in compliance with
General Instruction G, 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, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration for the same
offering. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 6.03 of the bylaws of the Registrant (filed as
Exhibit 3(b) to the Registrant's annual report on Form 10-K for the fiscal year
ended June 30, 1989) and to Sections 721-726 of the New York Business
Corporation Law, which, among other things and subject to certain conditions,
authorize the Registrant 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 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed herewith or incorporated herein by
reference:
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<CAPTION>
EXHIBIT NO. DESCRIPTION
--------------------- -----------
<C> <S>
2.1 Agreement and Plan of Merger, dated as of October 11, 2000,
by and between Alliance Pharmaceutical Corp., Alliance
Merger Subsidiary, Inc. and Molecular Biosystems, Inc.*,+++
3.1 Certificate of Incorporation of Registrant**
3.2 By-laws of Registrant**
5.1 Opinion of Pillsbury Madison & Sutro LLP+
9.1 Voting Agreement with respect to MBI stockholders+++
23.1 Consent of Independent Auditors+++
23.2 Consent of Independent Public Accountants+++
23.3 Consent of Prudential Securities Incorporated++,+++
99.1 Form of Proxy Card
</TABLE>
------------------------
* See Appendix A to proxy statement-prospectus.
** Filed by incorporation by reference.
+ To be filed by amendment.
++ See Appendix C to the proxy statement-prospectus.
+++ Previously filed.
ITEM 22. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(1) 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 Section 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 this 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;
(2) that prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form;
II-1
<PAGE>
(3) that every prospectus (i) that is filed pursuant to paragraph (2)
immediately preceding, or (ii) that purports to meet the requirements of
Section 10(a)(3) of the Act and is used in connection with an offering of
securities subject to Rule 415, will be filed as a part of an amendment to
the registration statement and will not be used until such amendment is
effective, and that, for purposes 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;
(4) to respond to requests for information that is incorporated by
reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this
Form, within one business day of receipt of any such request, and to send
the incorporated documents by first class mail or other equally prompt
means, including information contained in documents filed after the
effective date of this registration statement through the date of responding
to such request; and
(5) to supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in this registration statement when
it became effective.
Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 20 above, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is therefore unenforceable. If a claim of
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 a 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 and will be governed by the final adjudication of such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment to the Registration Statement to be signed by the
undersigned, thereunto duly authorized in the city of San Diego, State of
California, on the 22nd day of November, 2000.
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<S> <C> <C>
ALLIANCE PHARMACEUTICAL CORP.
By: /s/ THEODORE D. ROTH
----------------------------------------
Theodore D. Roth
PRESIDENT AND CHIEF OPERATING OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to the Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
* Chairman and Chief Executive November 22, 2000
------------------------------------ Officer
Duane J. Roth
/s/ THEODORE D. ROTH President, Chief Operating November 22, 2000
------------------------------------ Officer and Director
Theodore D. Roth
* Chief Financial Officer, November 22, 2000
------------------------------------ Treasurer and Chief Accounting
Tim T. Hart, C.P.A. Officer
* Director November 22, 2000
------------------------------------
Pedro Cuatrecasas, M.D.
* Director November 22, 2000
------------------------------------
Fred M. Hershenson, Ph.D.
* Director November 22, 2000
------------------------------------
Carroll O. Johnson
* Director November 22, 2000
------------------------------------
Stephen M. McGrath
* Director November 22, 2000
------------------------------------
Donald E. O'Neill
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
* Director November 22, 2000
------------------------------------
Helen M. Ranney, M.D.
* Director November 22, 2000
------------------------------------
Jean Riess, Ph.D.
* Director November 22, 2000
------------------------------------
Thomas F. Zuck, M.D.
</TABLE>
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<TABLE>
<S> <C> <C> <C>
*By: /s/ THEODORE D. ROTH
-------------------------------
Theodore D. Roth
ATTORNEY-IN-FACT
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
--------------------- -----------
<C> <S>
2.1 Agreement and Plan of Merger, dated as of October 11, 2000,
by and between Alliance Pharmaceutical Corp., Alliance
Merger Subsidiary, Inc. and Molecular Biosystems, Inc.*,+++
3.1 Certificate of Incorporation of Registrant**
3.2 By-laws of Registrant**
5.1 Opinion of Pillsbury Madison & Sutro LLP+
9.1 Voting Agreement with respect to MBI stockholders+++
23.1 Consent of Independent Auditors+++
23.2 Consent of Independent Public Accountants+++
23.3 Consent of Prudential Securities Incorporated++,+++
99.1 Form of Proxy Card
</TABLE>
------------------------
* See Appendix A to proxy statement-prospectus.
** Filed by incorporation by reference.
+ To be filed by amendment.
++ See Appendix C to the proxy statement-prospectus.
+++ Previously filed.
