AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 29, 2000
Registration Statement No. 333-_____
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
(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, CA 92121
(858) 410-5200
(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. [x]
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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
<PAGE>
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------
Title of Each Proposed Proposed
Class of Amount Maximum Maximum Amount of
Securities To Be Offering Aggregate Registration
To Be Registered(1) Price Offering Fee
Registered Per Unit Price
----------------------------------------------------------------------------
Common Stock
$0.01 par value 900,902 $15.31(2) $13,792,810(2) $3,641.30(3)
-----------------------------------------------------------------------------
(1) Pursuant to Rule 416 of the Securities Act of 1933, as amended, there
are also being registered such indeterminate number of additional
shares of Common Stock as may become issuable upon conversion of 5%
subordinated convertible debentures to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(c) under the Securities Act of 1933, as
amended.
(3) Based on the average of the reported high and low prices of the common
stock reported on the Nasdaq National Market on September 28, 2000, for
the purpose of calculating the registration fee in accordance with Rule
457(c) under the Securities Act of 1933, as amended.
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 THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
<PAGE>
ALLIANCE PHARMACEUTICAL CORP.
900,902
SHARES OF COMMON STOCK
The shareholders named on page 12 are selling up to 900,902 shares of
our common stock.
Our common stock is listed on the Nasdaq National Market under the
symbol ALLP. On September 28, 2000, the closing price of the common stock as
quoted on Nasdaq was $15.50 per share.
WE URGE YOU TO READ THE "RISK FACTORS" SECTION BEGINNING ON PAGE 4 OF
THIS PROSPECTUS FOR A SPECIFIC DESCRIPTION OF RISKS ASSOCIATED WITH PURCHASING
OUR COMMON STOCK THAT YOU SHOULD CONSIDER BEFORE MAKING YOUR INVESTMENT
DECISION.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is September __, 2000.
<PAGE>
TABLE OF CONTENTS
PAGE
COMPANY SUMMARY...............................................................3
RISK FACTORS..................................................................4
WHERE YOU CAN FIND MORE INFORMATION..........................................11
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..............................11
USE OF PROCEEDS..............................................................12
SELLING SHAREHOLDERS.........................................................12
PLAN OF DISTRIBUTION.........................................................13
LEGAL MATTERS................................................................15
EXPERTS......................................................................15
<PAGE>
COMPANY SUMMARY
ALLIANCE PHARMACEUTICAL CORP.
Alliance Pharmaceutical Corp. is a pharmaceutical research and
development company with three products in late-stage clinical development. Each
product is designed to address a different medical need. These products have
been tested in laboratory studies, animal studies and several human clinical
studies. The products are based on our expertise with perfluorochemicals and
other technologies. Perfluorochemicals are man-made chemicals that can dissolve
and carry oxygen throughout the body, including the lungs. Perfluorochemicals
have also been shown to be useful in enhancing ultrasound images.
OXYGENT is a temporary oxygen carrier in a Phase 3 clinical trial in
the U.S. In September 2000 Alliance announced that an initial analysis of data
from a Phase 3 clinical trial in Europe indicated that Oxygent reduced the need
for donor blood in the target population. OXYGENT is a "blood substitute" that
uses perfluorochemicals as raw materials, instead of human or animal blood. It
is being developed to reduce or eliminate the need for human blood transfusions
during elective surgeries where substantial blood loss is common. Phase 3 trials
are typically the final human studies required prior to requesting marketing
approval from a U.S. or foreign regulatory agency.
LIQUIVENT, a perfluorochemical liquid that is trickled directly into
the lungs of a patient who is being supported by a mechanical ventilator, is
expected to reduce the number of days a patient requires ventilator support by
reducing the damage resulting from prolonged use of the ventilator, opening up
collapsed air sacs, assisting in providing oxygen to and removing carbon dioxide
from the lungs, and flushing debris from the lungs. One or more additional
studies may be required prior to filing a new drug application with the FDA.
IMAVIST(TM) (formerly named IMAGENT(R)) is a perfluorochemical-based
agent intended to be used with ultrasound, a noninvasive technique that uses
sound waves to produce images of parts of the body. IMAVIST is being developed
to enhance images of the flow of blood through blood vessels, the heart, and
other organs. In August 2000 the FDA completed its review of our new drug
application for IMAVIST and found it to be approvable upon satisfactory response
to issues identified in the review process.
In addition, we have other products in early development.
Since these products are all in development and require regulatory
approval, we do not know whether or when they will be commercially available.
We have never had more than DE MINIMIS commercial sales. Our current
sources of revenue are derived from our product development efforts. They
include licensing fees and payments to fund research and development. For our
fiscal year ended June 30, 2000, we had license and research revenues of $16.0
million and a net loss of $46.5 million and, at June 30, 2000, we had an
accumulated deficit of $373.2 million.
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 AND WE MAY
NEVER BECOME PROFITABLE.
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 June 30,
2000, we had an accumulated deficit of $373.2 million. For the years ended June
30 1998, 1999 and 2000 we incurred net losses of $33.0 million, $62.5 million
and $46.5 million, respectively. Substantially all of our revenues to date have
come from sources other than product sales, such as licensing fees, milestone
payments and payments to fund research and development activities under joint
development and license agreements.
WE MAY NOT BE ABLE TO OBTAIN THE ADDITIONAL FINANCING WE WILL NEED TO COMPLETE
DEVELOPMENT AND TO INTRODUCE PRODUCTS TO THE MARKET.
The costs of our current clinical trials are high. We believe that our
existing capital resources, including expected equity investments by Baxter,
will satisfy our capital requirements through at least fiscal 2001. However, we
will need additional financing for our business. Our future capital requirements
will depend on many factors, including:
o results of our late-stage clinical trials, such as those
currently being conducted with OXYGENT and LIQUIVENT;
o Development progress with FLOGEL AND RODA;
o continued scientific progress in our research and development
programs such as preclinical testing of new formulations of
PULMOSPHERES and other product candidates that we investigate
from time to time;
o the time and cost involved in obtaining regulatory approvals for
each of the products. For example, although we completed a Phase
3 trial in Europe and preliminary analysis indicates OXYGENT
reduced the need for donor blood, further analysis must be done
prior to filing for European approval to market the drug, and the
European approval process can take up to a year or more to
complete;
o changes in existing collaborative relationships with Baxter
Healthcare Corporation, Inhale Therapeutics Systems, Inc.,
Schering AG and VIA Medical Corporation;
o patent costs;
o competing technological and market developments; and
o the cost of manufacturing scale-up.
Accordingly, we cannot estimate the amount of additional financing that we will
require, but we know that it will be substantial.
FAILURE TO LICENSE OUR PRODUCTS COULD SERIOUSLY HINDER OUR ABILITY TO FURTHER
DEVELOP OUR PRODUCTS AND MARKET THEM SUCCESSFULLY.
If we do not negotiate acceptable collaborative arrangements for our
principal products, we will lack the funds to further develop them. We do not
have internal marketing and sales capabilities and we will need to rely on
collaborative partners to market and sell any products that we may successfully
develop. Even if we find collaborative partners, we may not be able to
completely control the amount and timing of resources our collaborative partners
will devote to these activities. We intend to seek a collaborative arrangement
for LIQUIVENT to help cover the cost of development, but we do not know if we
will be successful. If we cannot find collaborative relationships or other
sources of financing, we may not be able to continue some of our development
programs and would be forced to sell assets, including technology, to raise
capital.
OUR ABILITY TO FURTHER DEVELOP OXYGENT AND BRING IT TO MARKET DEPENDS ON THE
SUCCESS OF OUR MAY 2000 COLLABORATIVE ARRANGEMENT WITH BAXTER HEALTHCARE
CORPORATION.
In May 2000, in order to provide for the further development and
marketing of OXYGENT, we and Baxter formed and invested $5 million each in a
limited liability company owned 50% by Baxter and 50% by us. We and Baxter also
entered into a series of related agreements. Baxter purchased $20 million of our
convertible preferred stock and the limited liability company paid us a $10
million prepaid royalty in May 2000. Baxter has agreed to purchase up to an
additional $30 million of our convertible redeemable preferred stock through
September 2001. We need the proceeds of these purchases for clinical trials and
to obtain regulatory approval. Baxter will sell and distribute OXYGENT in the
United States, Canada and Europe, and may terminate the arrangement and any
future funding on three to nine months notice.
A TERMINATION OF OUR LICENSE AGREEMENT WITH SCHERING AG COULD IMPEDE OUR
RESEARCH, DEVELOPMENT AND MARKETING OF IMAVIST AND REDUCE OUR REVENUE POTENTIAL.
We depend on Schering AG for development and regulatory approvals
outside the United States and for worldwide marketing of IMAVIST. As of December
30, 1998, we and Schering AG modified the license agreement. The modified
agreement reduced ongoing development reimbursement, added new milestone
payments and restructured the methods for calculating royalties. Schering AG may
terminate the license agreement on one month advance notice.
WE CANNOT MANUFACTURE OR MARKET OUR PRODUCTS WITHOUT THE NECESSARY APPROVALS BY
THE FDA OR BY OTHER APPLICABLE REGULATORY AUTHORITIES.
All facilities and manufacturing techniques used in the manufacture of
products for clinical use or for sale in the United States must be operated in
conformity with current good manufacturing practices guidelines as established
by the FDA. We do not know whether the FDA will determine that our facilities
comply with good manufacturing practices. A delay in FDA approval of our
manufacturing facilities would delay the marketing of our products. For example,
a finding that we had materially violated good manufacturing practices
requirements could result in additional regulatory sanctions and, in severe
cases, could result in mandated closing of our facilities. Overall, the process
of obtaining regulatory clearances or approvals is costly and time-consuming.
While we believe that we can produce materials for clinical trials and
the initial market launch for OXYGENT and IMAVIST at our existing San Diego
facilities and for LIQUIVENT at our Otisville, New York facility, we will not be
able to commercialize our products until we have acceptable clinical trial
results and regulatory approval from 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 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.
Even if we believe the clinical trials demonstrate the safety and
efficacy of a product, the FDA and foreign regulatory authorities may not accept
our assessment of the results. The FDA and foreign regulatory authorities may
require us to conduct additional clinical trials beyond those we currently
planned in order to demonstrate the safety and efficacy of our products.
DELAYS IN THE COMPLETION OF OUR CLINICAL TRIALS COULD INCREASE OUR COSTS.
We cannot predict how long our preclinical and clinical trials will
take or whether they will be successful. 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.
IF WE CANNOT PROTECT OUR PATENTS AND PROPRIETARY TECHNOLOGY, WE MAY BE UNABLE TO
MANUFACTURE AND MARKET OUR PRODUCTS SUCCESSFULLY.
We believe that our success will depend largely on our ability to
obtain and maintain patent protection for our own inventions, to license the use
of patents owned by third parties when necessary, to protect trade secrets and
to conduct our business without infringing the proprietary rights of others. We
obtained patents covering intermediate, and high-concentration PFC emulsions,
patents related to liquid ventilation, and patents covering stabilized
microbubble compositions, as well as other patents. We 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 do not know,
however, whether we will develop any additional products and processes that will
be patentable or that any additional patents will be issued to us. We do not
know whether:
o any patent applications will result in the issuance of patents,
o issued patents will provide significant proprietary protection or
commercial advantage, or
o issued patents will not be circumvented by others.
The patent positions of pharmaceutical medical products and biotechnology firms
can be uncertain and involve complex legal and factual questions. It is possible
that a party may successfully challenge any of our patents or any of the patents
licensed to us. If that were to happen, we would lose the right to prevent
others from using the technology. It is also possible that we may
unintentionally infringe on patents of third parties. 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 may not be
able to alter our products or manufacturing processes to avoid conflicts with
third-party patents. As a result, we may have to terminate the development or
commercialization of a product or pay royalties to the holders of the patents.
We may be forced to litigate to enforce any patents we own and/or to
determine the scope and validity of others' proprietary rights. Patent
litigation can be very expensive and the result is uncertain.
We also attempt to protect our proprietary products and processes by
relying on trade secret laws and non-disclosure and confidentiality agreements.
We enter into these agreements with our employees and certain other persons who
have access to our products or processes.
Other parties may independently develop products or processes similar
to our proprietary products and processes. They may also obtain access to such
products or processes. If others develop or obtain products or processes similar
to ours, our competitive position would be damaged. In particular, Molecular
Biosystems, Inc., Sonus Pharmaceuticals, Inc., Dupont Pharmaceuticals, Nycomed
Amersham Imaging and Bracco Diagnostics, Inc. have issued patents and other
patent applications in process for ultrasound contrast imaging patents. Many of
these patents overlap each other. It will take several years to clarify which
patents are valid and enforceable. Although we believe we have the right to
manufacture, use and sell IMAVIST once it is approved, it is possible that we
may need to license rights under patents owned by others. We may not be able to
obtain the licensee rights we need. Other companies may 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 we have
requested patent interference proceedings in the U.S. Patent Office to resolve
those issues.
WE COULD INCUR SIGNIFICANT DELAYS IN MARKETING OUR PRODUCTS IF WE ARE UNABLE TO
OBTAIN THE NECESSARY RAW MATERIALS FROM OUR EXISTING SOURCES.
We need sufficient supplies of raw materials to develop and market our
products successfully. The raw materials in products that are approved by the
FDA cannot be changed without equivalency testing of the new material by us and
approval by the FDA. Some of the raw materials for our products are expected to
be qualified from only one supplier. At times, one or more of these qualified
materials may not be available or may be available only in limited quantities.
We are currently negotiating with some of these suppliers for long-term supply
contracts for raw materials; however, we do not know whether we will be able to
obtain commitments for a long-term supply of these raw materials on acceptable
terms. If we have to qualify another supplier of a raw material for any of our
products, we could be delayed from further development or marketing of the
product by up to one year or more and might incur substantial additional
expense, depending on the number of potential suppliers, the type of qualifying
tests, and the cost of materials from other sources.
UNFORESEEN TECHNOLOGICAL AND SCIENTIFIC PROBLEMS OR THIRD-PARTY DEVELOPMENT MAY
DELAY OR PREVENT MARKETING OF OUR PRODUCTS.
We or our collaborative partners may encounter unforeseen technological
or scientific problems, including adverse side effects. Unforeseen technological
or scientific problems 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 make our products or processes obsolete or may
allow another company to develop and manufacture much less expensive competitive
products. These problems could adversely effect our future business prospects
and operations.
THE LACK OR INADEQUACY OF THIRD-PARTY REIMBURSEMENT FOR OUR PRODUCTS WOULD MAKE
IT MORE DIFFICULT TO MARKET ANY PRODUCTS WE DEVELOP.
Our ability to commercialize our products successfully depends 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. The purchase of healthcare
services and products could be significantly affected by:
o the trend toward managed healthcare in the United States,
o the growth of healthcare organizations such as HMOs, and
o legislative proposals to reform healthcare and government
insurance programs.
These factors could result in lower prices and reduced demand for our products.
Healthcare providers are instituting cost containment measures. Any cost
containment measures as well as any healthcare reform could reduce or eliminate
any profit to us on sales of our products. We also cannot assure you that full
or partial reimbursement in the United States or foreign countries will be
available for any of our products. If reimbursements are not available or
sufficient, we may not be able to sell our products. We cannot forecast what
additional legislation or regulation relating to the 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.
MANY OF OUR EXISTING OR POTENTIAL COMPETITORS HAVE SUBSTANTIALLY GREATER
RESOURCES AND MAY BE BETTER EQUIPPED TO DEVELOP, MANUFACTURE AND MARKET PRODUCTS
SIMILAR TO OURS.
We may be unable to compete successfully in developing and marketing
our products. Many pharmaceutical companies, biotechnology companies, public and
private universities, and research organizations are actively engaged in the
research and development of products that compete with our products. Some of
these companies, particularly the large worldwide pharmaceutical companies, have
more resources than we and may develop and introduce products and processes
competitive with or superior to ours. Other companies that we know are
developing blood substitute products are Biopure Corporation, Northfield
Laboratories Inc., and Hemosol, Inc. With respect to ultrasound contrast agents,
Molecular Biosystems, Inc. in partnership with Mallinckrodt, Inc., has an
ultrasound contrast agent that may compete with IMAVIST and that is approved by
the FDA for marketing in the U.S. Other companies that we know are developing
ultrasound contrast agents that may compete with IMAVIST are Sonus
Pharmaceuticals, Inc., DuPont Pharmaceuticals, Nycomed Amersham Imaging and
Bracco Diagnostics, Inc. There are no direct liquid ventilation competitors for
LIQUIVENT.
In addition, our products and technologies may become uncompetitive or
obsolete upon the development of other technologies or products that have an
entirely different approach or means of accomplishing the same purposes.
OUR PRODUCTS AND THE PROCESSES WE USE COULD EXPOSE ALLIANCE TO SUBSTANTIAL
PRODUCT LIABILITY.
Claims by users of our products or of products manufactured by
processes we developed, or by manufacturers or others selling our products,
either directly or as a component of other products could expose us to
substantial product liability. Our product liability insurance coverage may be
inadequate to cover the amount of any liability.
WE MAY ISSUE ADDITIONAL PREFERRED STOCK, THE TERMS OF WHICH COULD ADVERSELY
AFFECT THE PRICE OF OUR COMMON STOCK.
Our board of directors is authorized to issue up to an additional
2,972,727 shares of preferred stock. In addition, our board of directors may
determine the rights, preferences, privileges and restrictions of any shares of
preferred stock without any further vote or action by the shareholders. The
possible issuance of preferred stock could delay, defer or prevent 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.
THE SUBSTANTIAL NUMBER OF OUR SHARES THAT ARE ELIGIBLE FOR FUTURE SALE COULD
LIMIT OUR ABILITY TO FIND NEW EQUITY INVESTORS.
As of September 22, 2000, 8,300,760 shares of our common stock, 14.8%
of the total number of shares outstanding on a fully diluted basis, were
issuable upon the exercise of outstanding options and warrants. 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. Additionally, holders of $27 million in principal
amount of our four-year 5% subordinated convertible debentures have an option at
any time to purchase, and we have certain rights to require such holder to
purchase, an additional $27 million principal amount of four-year 5%
subordinated convertible debentures. Of these debentures $15 million principal
amount will be initially convertible into our common stock at $9.65 per share
and the remaining $12 million principal amount will be initially convertible at
$13.32 per share. 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.
NOTE TO READERS OF THIS PROSPECTUS
We incorporated in 1983 in the State of New York. Our principal
executive offices are located at 3040 Science Park Road, San Diego, California,
92121. We do not intend the information contained on our website to be
incorporated by reference into this prospectus.
IMAGENT(R), LIQUIVENT(R), FLOGEL(R), SATPAD(R) and RODA(R) are
registered trademarks of Alliance. OXYGENT(TM) is a trademark of Alliance.
IMAVIST(TM) is a trademark of Schering AG.
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:
o our ability to raise additional capital when needed,
o obtaining, or our ability to obtain, approval by the FDA and
other regulatory authorities for certain products,
o our ability or capacity to manufacture, market and distribute our
products,
o uncertainty of market acceptance of our products,
o our ability to obtain patents for our products and technologies,
o relationships with and abilities of important suppliers and
business partners, and
o 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.
WHERE YOU CAN FIND MORE INFORMATION
We filed with the SEC a registration statement on Form S-3 under the
Securities Act, with respect to the shares offered by this prospectus. This
prospectus does not contain all the information set forth in the registration
statement and its exhibits. Certain portions of the registration statement have
been omitted as permitted by the rules and regulations of the SEC. Copies of the
registration statement in full are available from the SEC upon payment of a fee.
We refer you the registration statement and the exhibits filed therewith for
further information. 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 shareholders 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.
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:
o Annual Report on Form 10-K for the fiscal year ended June 30,
2000;
o Current Reports on Form 8-K dated August 28, 2000; and
o 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, Vice President and
General Counsel, Alliance Pharmaceutical Corp., 3040 Science Park Road, San
Diego, California 92121, telephone (858) 410-5200.
USE OF PROCEEDS
The proceeds from the sale of the common stock covered by this
prospectus will belong to the selling shareholders.
SELLING SHAREHOLDERS
The following table sets forth the aggregate number of shares held by
the selling shareholders and offered by the selling shareholders hereunder and
the percentage of all shares of our common stock held by them after giving
effect to the offering (based on 47,667,996 shares of common stock outstanding
as of September 22, 2000). We do not know whether selling shareholders will sell
any or all of the shares offered hereby.
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
OF COMMON STOCK
BENEFICIALLY NUMBER OF SHARES OF NUMBER OF SHARES OF COMMON
OWNED BEFORE COMMON STOCK TO BE STOCK BENEFICIALLY OWNED ACQUISITION OF COMMON
OFFERING(1) OFFERED BY THIS AFTER THE OFFERING(2) STOCK OFFERED BY THIS
SELLING SHAREHOLDERS PROSPECTUS PROSPECTUS
<S> <C> <C> <C> <C> <C>
NUMBER PERCENTAGE
Brown Simpson Partners I, Ltd. 1,302,728 525,526 777,202 1.60 Represents common stock
underlying four-year, 5%
subordinated convertible
debentures, dated August
22, 2000, convertible at
$13.32 per share ("8/00
Debentures").
Narragansett I, LP 58,108 58,108 -0- -0- Represents shares of
common stock underlying
the 8/00 Debentures.
Narragansett Offshore, Ltd. 77,027 77,027 -0- -0- Represents shares of
common stock underlying
the 8/00 Debentures.
SDS Merchant Fund, LP 15,015 15,015 -0- -0- Represents shares of
common stock underlying
the 8/00 Debentures.
Castle Creek Healthcare 37,538 37,538 -0- -0- Represents shares of
Partners LLC common stock underlying
the 8/00 Debentures.
CCL Fund LLC 37,538 37,538 -0- -0- Represents shares of
common stock underlying
the 8/00 Debentures.
Jan A. Dekker 219,300 150,150 69,150 * Represents common stock
underlying four-year, 5%
subordinated convertible
debentures, dated
September 8, 2000,
convertible at $13.32 per
share.
</TABLE>
* Indicates ownership of less than 1% of outstanding shares
(1) Includes the shares of common stock underlying the 5% subordinated
convertible debentures being offeredby this prospectus.
(2) Based on 48,568,898 of Alliance's common stock outstanding and which
number assumes the sale of all the shares of common stock registered
under this prospectus to persons who are not affiliates of the selling
shareholders.
Jan A. Dekker, one of the selling shareholders, was previously issued a
warrant to purchase 55,422 shares of our common stock as payment for financial
services provided by him to us.
PLAN OF DISTRIBUTION
We are registering the securities offered by this prospectus on behalf
of the holders of the securities. The term holders includes donees and pledgees
selling the securities received from named holders after the date of this
prospectus. Alliance will pay all costs, expenses and fees in connection with
the registration of the securities. The holders will pay the brokerage
commissions and similar selling expenses, if any, from the sale of the
securities. The holders may sell the securities from time to time in one or more
types of transactions. The transactions may include block transactions, such as
on the Nasdaq National Market, in the over-the-counter market, in negotiated
transactions, through put or call options transactions relating to the
securities, through short sales of the securities, or a combination of such
methods of sale, at market prices prevailing at the time of sale, or at
negotiated prices. The transactions may or may not involve brokers or dealers.
The holders have advised us that they have not entered into any agreements,
understandings or arrangements with any underwriters or broker-dealers regarding
the sale of their securities, nor is there an underwriter or coordinated broker
acting in connection with the proposed sale of the securities by the holders.
The holders may enter into hedging transactions with broker-dealers or
other financial institutions. In connection with hedging transactions,
broker-dealers or other financial institutions may engage in short sales of the
securities or of securities convertible into or exchangeable for the securities
in the course of hedging positions they assume with holders. The holders may
also enter into options or other transactions with broker-dealers or other
financial institutions which require the delivery to broker-dealers or other
financial institutions of the securities offered by this prospectus. The
broker-dealer or other financial institution may resell the securities pursuant
to this prospectus or this prospectus as amended or supplemented to reflect such
transaction.
The holders may sell the securities directly to purchasers or to or
through broker-dealers, which may act as agents or principals. Broker-dealers
may receive compensation in the form of discounts, concessions or commissions
from holders and/or the purchasers of the securities for whom such
broker-dealers may act as agents or to whom they sell as principal, or both. In
some cases, the compensation paid to a particular broker-dealer might be in
excess of customary commissions.
The holders and any broker-dealers that act in connection with the sale
of the securities might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act, and any commissions received by
broker-dealers and any profit on the resale of the securities sold by them while
acting as principals might be deemed to be underwriting discounts or commissions
under the Securities Act. Alliance has agreed to indemnify each holder against
certain liabilities, including liabilities arising under the Securities Act. The
holders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the securities against certain
liabilities, including liabilities arising under the Securities Act.
The holders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act. The holders will be subject to the
prospectus delivery requirements of the Securities Act. We have informed the
holders that the anti-manipulative provisions of Regulation M under the Exchange
Act may apply to their sales in the market.
The holders also may resell all or a portion of the securities in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet the criteria and conform to the requirements of Rule 144.
Upon notification by a holder to Alliance that any material arrangement
has been entered into with a broker-dealer for the sale of the securities
offered hereby through a block trade, special offering, exchange distribution or
secondary distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act. The prospectus will disclose (i) the name of each such holder
and of the participating broker-dealer(s), (ii) the number of shares involved,
(iii) the initial price at which such securities were sold, (iv) the commissions
paid or discounts or concessions allowed to such broker-dealer(s), where
applicable, (v) that such broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in this prospectus
and (vi) other facts material to the transactions. In addition, upon
notification by a holder to Alliance that a donee or pledgee intends to sell
more than 500 shares, we will file a supplement to this prospectus.
From time to time the holders may pledge their securities pursuant to
the margin provisions of their customer agreements with their brokers. Upon a
default by a holder, the broker may offer and sell the pledged securities from
time to time.
<PAGE>
LEGAL MATTERS
Stroock & Stroock & Lavan LLP has passed upon certain legal matters
regarding the common stock for Alliance.
EXPERTS
Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements included in our annual report on Form 10-K for the year
ended June 30, 2000, as set forth in their report, 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.
<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:
SEC Registration Fee............................ $ 3,641.30
Blue Sky Fees and Expenses...................... 0
Legal Fees and Expenses......................... 5,000
Accounting Fees and Expenses.................... 2,000
Miscellaneous................................... 0
Total........................................... $ 10,641.30
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.
4. (a) Form of 5% Subordinated Convertible Debenture (1)
(b) Form of Securities Purchase Agreement (1)
(c) Form of Registration Rights Agreement (1)
5. Opinion of Stroock & Stroock & Lavan LLP, counsel for
Alliance**
23. (a) Consent of Stroock & Stroock & Lavan LLP (included in
Exhibit 5 hereof)**
(b) Consent of Ernst & Young LLP, Independent Auditors**
24. Power of Attorney**
---------
** Filed herewith
(1) Incorporated by reference to the Company's Report on Form 8-K dated
August 28, 2000.
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;
(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 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.
<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 September 29,
2000.
ALLIANCE PHARMACEUTICAL CORP.
(Registrant)
Date: September 29, 2000 By: /s/ Theodore D. Roth
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.
/S/ DUANE J. ROTH Chairman and Chief September 29, 2000
-----------------------------
Duane J. Roth Executive Officer
/S/ THEODORE D. ROTH Director, President and September 29, 2000
-----------------------------
Theodore D. Roth Chief Operating Officer
/S/ TIM T. HART Chief Financial Officer, September 29, 2000
-----------------------------
Tim T. Hart Treasurer and Chief
Accounting Officer
/S/ PEDRO CUATRECASAS Director September 29, 2000
-----------------------------
Pedro Cuatrecasas, M.D.
Director September 29, 2000
-----------------------------
Fred M. Hershenson, Ph.D
/S/ CARROLL O. JOHNSON Director September 29, 2000
--------------------------------------------------
Carroll O. Johnson
/S/ STEPHEN M. MCGRATH Director September 29, 2000
--------------------------------------------------
Stephen M. McGrath
/S/ HELEN M. RANNEY Director September 29, 2000
--------------------------------------------------
Helen M. Ranney, M.D.
/S/ THOMAS F. ZUCK Director September 29, 2000
--------------------------------------------------
Thomas F. Zuck, M.D.
/S/ DONALD E. O'NEILL Director September 29, 2000
--------------------------------------------------
Donald E. O'Neill
/S/ JEAN G. RIESS Director September 29, 2000
--------------------------------------------------
Jean G. Riess, Ph.D.
<PAGE>
