<PAGE>
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting Material Pursuant to Rule 14a-11(c) or Rule
14a-12
/ / Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
Advanced Polymer Systems, Inc.
---------------------------------------
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than
the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules
14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
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(3) Filing Party:
(4) Date Filed:
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[Advanced Polymer Systems, Inc. logo]
123 Saginaw Drive
Redwood City, CA 94063
NEWS RELEASE
------------
Contacts:
LAUREN FELICE GORDON SANGSTER
Investor Relations Controller
Ruder-Finn (650) 366-2626
(212) 593-6370
ADVANCED POLYMER SYSTEMS REAFFIRMS ACTIVE PURSUIT OF
STRATEGIC ALTERNATIVES
Will Oppose Board Nominations by 2.0% Stockholder
REDWOOD CITY, CA -- April 27, 1999 -- Advanced Polymer
Systems, Inc. (Nasdaq: APOS) announced today that its Board
of Directors has decided to oppose the Board nominees
proposed for election at the Company's Annual Meeting of
Stockholders by Providence Investors LLC. As previously
announced by the Company, Providence has advised the Company
that it controls approximately 2% of the Company's shares
and has nominated a slate of eight directors to replace the
entire Board.
"Not only are our current directors intimately familiar with
our Company but also with the industry in which we operate,"
said John J. Meakem, chairman, president and chief executive
officer of Advanced Polymer Systems. "The Board is fully
committed to maximizing value for all of our stockholders.
With unanimous Board approval, the Company has commenced the
process of reviewing all strategic alternatives, including
the possible sale of the Company, with its investment
banker, Warburg Dillon Read LLC, which has nationally
recognized expertise in the drug delivery and pharmaceutical
fields."
"The Board is convinced that the election of new directors
would run directly counter to the best interests of our
stockholders. The current Board has the confidence of the
key personnel of the Company, including its Research &
Development staff, and intimate knowledge of the drug
delivery industry. A change in the Board at this time
would be highly disruptive to the process we are actively
pursuing and would raise significant concerns with current
and future business partners. It would also be very
unsettling to our key management and other personnel, who
represent a unique and very important asset to the Company."
Advanced Polymer Systems will be filing shortly with the
Securities and Exchange Commission its preliminary proxy
materials for the 1999 Annual Meeting. The Board has set
June 16, 1999 as the date of the Annual Meeting and the
record date, as previously notified by the Company's proxy
distribution agent to the brokerage community, is April 22,
1999.
Advanced Polymer Systems is a leader in polymer-based
delivery systems and related technologies used primarily in
ethical and over-the-counter (OTC) pharmaceuticals and
personal care products. The Company's Microsponge(R) and
Polytrap(R) systems, which deliver active ingredients to the
skin, now play an integral role in almost 100 personal care
products sold worldwide. New products and technologies
under development include site-specific systems for
delivering oral medications to the lower gastrointestinal
tract, and bioerodible microspheres and polymers for oral or
implantable drug delivery.
Forward-looking Statements
- --------------------------
This news release, other than the historical financial
information, consists of forward-looking statements that
involve risks and uncertainties, including the risks of
consummation of the sale of the Company (as to which there
is no assurance) and the outcome of the contested election
of directors at the Company's 1999 Annual Meeting of
Stockholders. Other risks and uncertainties associated with
the Company's business and prospects are identified in the
Company's filings with the Securities and Exchange
Commission. The Company does not undertake to revise these
forward-looking statements to reflect events or
circumstances occurring in the future.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
The following individuals, all of whom are directors or
executives of Advanced Polymer Systems, Inc., may be deemed
participants in the solicitation of proxies on behalf of the
Company's Board of Directors: John J. Meakem, Jr. (Chairman
of the Board, Chief Executive Officer and President of the
Company); Carl Ehmann, M.D., F.A.C.P. (Group Director,
Global Research and Development, Reckitt & Colman, plc.);
Jorge Heller, Ph.D. (full time Consultant to the Company as
its Chief Scientist); Peter Riepenhausen (Business
Consultant); Toby Rosenblatt (President, The Glen Ellen
Company; Vice President; Founders Investments, Ltd.);
Gregory H. Turnbull (Business Consultant, Venture Capitalist
and former Investment Banker); Charles Anthony Wainwright
(Chairman, McKinney & Silver); Dennis Winger (Senior Vice
President and Chief Financial Officer, Perkin-Elmer);
Michael O'Connell (Executive Vice President, Chief Financial
and Administrative Officer); and Gordon Sangster (Vice
President, Controller of the Company).
Mr. Meakem beneficially owns 905,967 shares of Company
Common Stock (including 654,247 shares subject to stock
options exercisable within 60 days of April 22, 1999). Dr.
Ehmann beneficially owns 67,686 shares of Company Common
Stock (including 65,000 shares subject to stock options
exercisable within 60 days of April 22, 1999). Dr. Heller
beneficially owns 100,686 shares of Company Common Stock
(including 90,000 shares subject to stock options
exercisable within 60 days of April 22, 1999). Mr.
Riepenhausen beneficially owns 93,686 shares of Company
Common Stock, directly and in joint tenancy with his wife
(including 85,000 shares subject to stock options
exercisable within 60 days of April 22, 1999). Mr.
Rosenblatt beneficially owns 266,212 shares of Company
Common Stock (including 75,000 shares subject to stock
options exercisable within 60 days of April 22, 1999). Mr.
Turnbull beneficially owns 75,686 shares of Company Common
Stock (including 75,000 shares subject to stock options
exercisable within 60 days of April 22, 1999). Mr.
Wainwright beneficially owns 24,186 shares of Company Common
Stock (including 22,500 shares subject to stock options
exercisable within 60 days of April 22, 1999). Mr. Winger
beneficially owns 75,686 shares of Company Common Stock
(including 75,000 shares subject to stock options
exercisable within 60 days of April 22, 1999). Mr.
O'Connell beneficially owns 371,526 shares of Company Common
Stock (including 346,249 shares subject to stock options
exercisable within 60 days of April 22, 1999). Mr. Sangster
beneficially owns 88,661 shares of Company Common Stock
(including 88,334 shares subject to stock options
exercisable within 60 days of April 22, 1999).
Under the Company's 1992 Stock Option Plan, each nonemployee
director receives an automatic grant of an option to acquire
10,000 shares of Company Common Stock and a one-time
automatic grant to acquire 25,000 shares when first elected
as a director. In addition, nonemployee directors receive
$12,000 per year, payable in quarterly installments, one-
half in cash and one-half in unregistered Company Common
Stock valued at the closing price of the Company's Common
Stock on the last trading day of each quarter. Nonemployee
directors also receive $1,000 for each meeting of the Board
of Directors attended and $500 for each committee meeting
attended on a date other than the date of regularly
scheduled Board Meetings.
Mr. Meakem is a party to an employment agreement (as
amended) with the Company which automatically renews each
year unless terminated in accordance with the agreement by
either the Company or Mr. Meakem. The employment agreement
provides for, among other things, certain payments if (i)
the Company terminates Mr. Meakem's employment within a
specified period of a change of control of the Company or
(ii) Mr. Meakem elects to terminate his employment following
a change in control of the Company if his position with the
Company is reduced in terms of responsibility or indicia of
status.
Dr. Ehmann, Mr. Riepenhausen and Mr. Wainwright provide
consulting services to the Company, for which they received
$3,000, $7,500 and $4,500, respectively, in 1998. Dr.
Heller acts as a full time Consultant to the Company for
which he received $160,000 in 1998.
