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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.
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(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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(4) Date Filed:
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[Advanced Polymer Systems, Inc. logo]
123 Saginaw Drive
Redwood City, CA 94063
NEWS RELEASE
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Contacts:
LAUREN FELICE GORDON SANGSTER
Investor Relations Controller
Ruder-Finn (650) 366-2626
(212) 593-6370
ADVANCED POLYMER SYSTEMS RECEIVES NOTICE FROM 2%
STOCKHOLDER OF INTENT TO NOMINATE ALTERNATE BOARD SLATE
Redwood City, CA, April 22, 1999 - Advanced Polymer Systems,
Inc. (Nasdaq: APOS) today announced that it has received a
notice of intent to submit director nominations at its 1999
Annual Meeting of Stockholders in opposition to the
Company's nominees.
The notice was given by Providence Investors, LLC of New
York, which states that it and Herbert Denton, its president
and one of its nominees, together own 397,100 shares of the
Company's common stock (approximately 2% of the
outstanding). The notice named seven other nominees and
their share ownership, as disclosed in the notice,
represents approximately 0.2% of the outstanding.
The Board of Directors of Advanced Polymer Systems currently
consists of eight members. Each member serves for a one-
year term and is not elected by cumulative voting.
The Board of Directors of Advanced Polymer Systems will
review the notice in due course. The Company noted that it
has not yet set a date for its 1999 Annual Meeting of
stockholders and that its stockholders are not being asked
at this time to give any proxies or take any other action
with respect to the meeting.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
The following individuals, all of whom are directors 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. (Director of Reckitt &
Colman, plc.); Jorge Heller, Ph.D. (Professor); Peter
Riepenhausen (Business Consultant); Toby Rosenblatt
(President, The Glen Ellen Company; Vice President; Founders
Investments, Ltd.); Gregory H. Turnbull (Business
Consultant); Charles Anthony Wainwright (Chairman, McKinney
& Silver), and; Dennis Winger (Senior Vice President, Chief
Financial Officer and Treasurer, Perkin-Elmer).
None of the Company's directors beneficially owns more than
one percent of the Company's common stock, other than Mr.
Meakem, who beneficially owns 4.4% of the Company's common
stock (including 654,247 shares subject to stock options
exercisable within 60 days of April 22, 1999) and Mr.
Rosenblatt, who beneficially owns 1.3 % of the Company's
common stock (including 75,000 shares subject to stock
options exercisable within 60 days of April 22, 1999). The
preceding share ownership numbers are as of 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.
