<PAGE> 1
As filed with the Securities and Exchange Commission on March 22, 1999
Registration No. 333-69815
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Advanced Polymer Systems, Inc.
------------------------------
(Exact name of registrant as specified in its charter)
Delaware 94-2875566
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
123 Saginaw Drive, Redwood City, California 94063 (650) 366-2626
----------------------------------------------------------------
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
Michael O'Connell
Executive Vice President and
Chief Financial Officer
Advanced Polymer Systems, Inc.
123 Saginaw Drive
Redwood City, California 94063
(650) 366-2626
---------------------------------------
(Name, address, including zip code, and
telephone number, including area code,
of agent for service
Copy to:
Richard A. Peers, Esq.
Heller Ehrman White & McAuliffe
525 University Avenue
Palo Alto, California 94301-1908
(650) 324-7000 (phone)
(650) 324-0638 (fax)
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration
Statement.
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, as amended, 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 of 1933, as amended,
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 of 1933, as amended, 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.
---
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
=======================================================================
Proposed Proposed
Title of Maximum Maximum
Shares Amount Offering Aggregate Amount of
to be to be Price per Offering Registration
Registered Registered Share (1) Price Fee
- -----------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common
Stock 200,000 $4.75 $950,000 $264.10(2)
=======================================================================
<FN>
(1) Estimated in accordance with Rule 457(c) solely for the purpose of
computing the amount of the registration fee based on the average of the
high and low prices of the company's common stock on the Nasdaq National
Market on December 28, 1998.
(2) Previously paid.
</FN>
</TABLE>
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 that 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.
<PAGE> 2
PROSPECTUS (Subject to Completion) Dated March 22, 1999
ADVANCED POLYMER SYSTEMS, INC.
up to 200,000 Shares of Common Stock
Biosource Technologies, Inc. may offer and sell up to 200,000 shares of
Advanced Polymer Systems common stock. We will pay the expenses of this
offering.
On February 26, 1999, the company had 19,993,311 shares of its common
stock issued and outstanding. Our common stock trades on the Nasdaq
National Market under the symbol "APOS". On February 26, 1999, the last
reported sale price of the common stock on the Nasdaq National Market was
$4.75 per share.
Beginning on page 4, we have listed several "RISK FACTORS" which you
should consider. You should read the entire prospectus carefully before
you make your investment decision.
The Securities and Exchange Commission and state regulatory authorities
have not approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The Date of this Prospectus is March --, 1999
You should rely only on the information contained in this prospectus. We
have not authorized anyone to provide you with information different from
that contained in this prospectus. The selling security holder is
offering to sell, and seeking offers to buy, shares of Advanced Polymer
Systems, Inc. common stock only in jurisdictions where offers and sales
are permitted. The information contained in this prospectus is accurate
only as of the date of this prospectus, regardless of the time of delivery
of this prospectus or of any sale of the shares.
<PAGE> 3
<TABLE>
TABLE OF CONTENTS
<CAPTION>
Page
<S> <C>
Risk Factors 4
Where You Can Find More Information 7
Documents Incorporated by Reference 7
Forward-Looking Information 8
Selling Security Holder 8
Plan of Distribution 8
Description of Capital Stock 9
Use of Proceeds 10
Legal Matters 11
Experts 11
</TABLE>
<PAGE> 4
RISK FACTORS
You should consider carefully the following risk factors, along with other
information contained or incorporated by reference in this prospectus, in
deciding whether to invest in our securities. These factors, among
others, may cause actual results, events or performances to differ
materially from those expressed in any forward-looking statements we made
in this prospectus.
Historically, we have not been profitable. In the past, we have not
generated enough cash from operations to cover our costs. We have
operated in the past by using cash generated from financings, including
the sale of securities. Although we have been profitable in certain
recent quarters, we may not be able to continue to generate significant
future revenues or continue to sell products at a profit.
If required, we may not be able to obtain additional financing in the
future. If our costs are higher than expected or revenues do not meet
expectations, we may require additional financings to sustain and develop
our business.
If additional funding is required, but is unavailable on commercially
reasonable terms, we would have to significantly reduce operating
expenses, by decreasing spending on:
- outside clinical programs, or
- a variety of other discretionary external expenditures.
These events would adversely effect the operations of the company.
Shareholders will suffer dilution if we have to sell additional securities
to raise funds to operate. We may have to generate additional funds to
sustain and develop our business. In the past, a major source of funds
was the sale of additional securities. We may have to sell additional
securities at a discount. These sales could:
- dilute existing shareholders' equity ownership, and
- decrease stock value since we will be selling it at discounted prices.
We may lose revenue if we cannot continue selling our Microsponge(R)
products. Our Microsponge products are based on relatively new
technologies. Selling products utilizing our Microsponge delivery systems
is still in its early stages.
If we are not able to continue to successfully sell our Microsponge
products, this would result in loss of revenue.
Government safety regulations could impose additional costs or slow the
introduction of products utilizing our delivery systems. The regulatory
process necessary to establish product safety and efficacy in the United
States and in other countries where our products may be distributed
includes preclinical testing and clinical trials. This can be very time
consuming and costly.
<PAGE> 5
Furthermore, even after significant time and expenditure, we may not
obtain regulatory agency approvals, which could adversely effect our
results. Moreover, if regulatory agency approval of a product is granted,
such approval may be:
- limited to certain uses of the product, or
- temporary, as marketed product and its manufacture are subject to
continued review by regulatory authorities.
Personal care products are not currently subject to active regulation by
the FDA in the same manner as pharmaceutical products. Nonetheless, more
extensive regulation could occur in the future. This would subject our
personal care products to regulatory risks similar to our pharmaceutical
products.
We may not be able to successfully compete against larger and more
experienced companies. Our competitors are larger and have more
experience. Other companies are developing products based on similar
technologies for cosmetic, therapeutic and industrial applications. We
are in competition with other companies that possess:
- greater financial and technical resources,
- greater manufacturing and marketing capabilities and
- more experience in testing and obtaining any necessary regulatory
approval.
Our stock price is volatile and could decrease. The market price of our
common stock has been and may continue to be highly volatile. Future
events, many of which will be beyond our control, may have a significant
impact on the market price of our common stock. The following events
could depress the market price of our common stock:
- quarterly fluctuations in revenues and financial results;
- future sales of shares by the selling stockholder or by other
current stockholders, or
- future sales of shares by option holders and warrant holders who
exercise stock options or warrants.
Our existing collaborative agreements or future collaborative agreements
may not be successful. We have entered into collaborative agreements with
certain major corporations. Under these agreements our collaborative
partners have rights to specific products. Our collaborative partners
generally control product marketing so we are dependent on their efforts
for the success of these products. If a collaborative partner fails to
successfully market a product, our results will be adversely affected. We
also expect to rely on additional collaborative agreements to develop and
commercialize certain future products. However, we may not be able to
negotiate acceptable collaborative agreements in the future.
Our anti-takeover provisions may inhibit an acquisition of the Company or
reduce consideration received by stockholders. Our stockholders rights
plan allows stockholders to purchase our stock at a discount in the event
of an attempted acquisition, subject to some exceptions. See "Description
<PAGE> 6
of Capital Stock" below. The existence of this anti-takeover provision
may:
- delay, defer or prevent a change of control of the company;
- make us less attractive to any potential acquiror;
- cause stockholders to receive less for their shares than would
otherwise be available in the event of a takeover attempt.
We may incur costs in order to adequately address Year 2000 issues. Year
2000 exposure is the result of computer programs using two instead of four
digits to represent the year. These computer programs may erroneously
interpret dates beyond the year 1999, which could cause system failures or
other computer errors, leading to disruptions in operations. We have
begun to develop a program to limit or eliminate Y2K exposures.
We have not yet completed this program. We expect to complete it by the
end of 1999, though we may not be successful in doing so.
Failure to complete all necessary procedures by the Year 2000 may have a
material adverse impact on the operations of the Company. Failure of
third parties, such as customers and suppliers, to resolve year 2000
problems in their systems would also have a material adverse impact on the
Company.
<PAGE> 7
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, and current reports, proxy statements, and
other documents with the Securities and Exchange Commission. You may read
and copy any document we file at the SEC's public reference room at
Judiciary Plaza Building, 450 Fifth Street, N.W., Room 1024, Washington,
D.C. 20549. You should call 1-800-SEC-0330 for more information on the
public reference room. The SEC maintains an internet site at
http://www.sec.gov where certain information regarding issuers (including
Advanced Polymer Systems) may be found.
This prospectus is part of a registration statement that we filed with the
SEC (Registration No. 333-69815). The registration statement contains
more information than this prospectus regarding the Company and its common
stock, including certain exhibits and schedules. You can get a copy of the
registration statement from the SEC at the address listed above or from
its internet site.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows us to "incorporate" into this prospectus information we
file with the SEC in other documents. This means that we can disclose
important information to you by referring to other documents that contain
that information. The information may include documents filed after the
date of this prospectus which update and supersede the information you
read in this prospectus. We incorporate by reference the documents listed
below, except to the extent information in those documents is different
from the information contained in this prospectus, and all future
documents filed with the SEC under Sections 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934 until we terminate the offering of
these shares.
<TABLE>
<CAPTION>
SEC Filing
(File No. 000-16109) Period/Filing Date
-------------------- ------------------
<S> <C>
Annual Report on Form 10-K Year ended December 31, 1997
Quarterly Reports on Form 10-Q Quarter ended March 31, 1998
Quarter ended June 30, 1998
Quarter ended September 30, 1998
</TABLE>
You may request a copy of these documents, at no cost, by writing to:
Advanced Polymer Systems, Inc.
123 Saginaw Drive
Redwood City, California 94063
Attention: Investor Relations
Telephone: (650) 366-2626
<PAGE> 8
FORWARD-LOOKING INFORMATION
Statements made in this prospectus or in the documents incorporated by
reference herein that are not statements of historical fact are forward-
looking statements within the meaning of Section 27A of the Securities Act
of 1933, and Section 21E of the Securities Exchange Act of 1934. A number
of risks and uncertainties, including those discussed under the caption
"Risk Factors" above and the documents incorporated by reference herein
could affect such forward-looking statements and could cause actual
results to differ materially from the statements made.
SELLING SECURITY HOLDER
The following table sets forth the name of the selling security holder,
the maximum number of shares of common stock owned beneficially by the
selling shareholder as of February 26, 1999 and the maximum number of
shares that may be offered pursuant to this prospectus. We base this
information upon information provided by the selling security holder.
Applicable percentage of ownership is based on 19,993,311 shares of common
stock outstanding as of February 26, 1999.
<TABLE>
<CAPTION>
Common Stock Common Stock
Beneficially Owned Common Stock Beneficially owned
Prior to Offering to be sold After Offering
------------------ ------------ -----------------
<S> <C> <C> <C> <C> <C>
Selling Security
Holder Number Percent Number Percent
- ---------------- ------ ------- ------ -------
Biosource
Technologies,
Inc. 200,000 1% 200,000 -- --
</TABLE>
PLAN OF DISTRIBUTION
The selling security holder may offer its shares from time to time in one
or more of the following transactions:
- in the over-the-counter market;
- on the Nasdaq National Market or any other exchange on which the shares
may be listed;
- in negotiated transactions, or
- a combination of such methods of sale.
The selling stockholder may sell the shares at the following prices:
- at market prices prevailing at the time of sale;
- at prices related to such prevailing prices; or
- at negotiated prices,
and may use the shares to cover short positions previously established.
The selling security holder may use broker-dealers to sell the shares.
<PAGE> 9
The broker-dealers will either receive discounts or commissions from the
selling security holder, or they will receive commissions from purchasers
of shares.
Under certain circumstances the selling security holder and any broker-
dealers that participate in the distribution may be "underwriters" within
the meaning of the Securities Act. Any commissions received by these
broker-dealers and any profits realized on the resale of shares by them
may be underwriting discounts and commissions under the Securities Act.
The selling security holder may agree to indemnify these broker-dealers
against certain liabilities, including liabilities under the Securities
Act. Additionally, if the selling security holder desires to sell 20,000
or more of the shares to the public, it must inform us and provide us with
up to five days to find a block buyer for such shares.
Broker-dealers may agree with the selling security holder to sell a
specified number of shares at a stipulated price per share, and may
purchase as principal any unsold shares at the price required to fulfill
the broker-dealer commitment. Broker-dealers who acquire shares as
principal may resell the shares from time to time in the manner described
above, and may pay to or receive from the purchasers commissions computed
as described above.
Under the rules and regulations of the SEC, any person engaged in the
distribution or the resale of shares may not simultaneously engage in
market making activities with respect to the common stock of the company
for a period of two business days prior to the commencement of such
distribution. The selling security holders will also be subject to
applicable provisions of the Exchange Act, and the rules and regulations
under the Exchange Act which may limit the timing of purchases and sales
of shares of the company's common stock by the selling security holders.
The selling security holder will pay all commissions, transfer taxes, and
other expenses associated with the sale of securities by them. We are
registering the shares offered in this prospectus in accordance with our
contractual obligations, and we have paid the expenses of the preparation
of this prospectus. We have not made any underwriting arrangements with
respect to the sale of shares offered hereby.
DESCRIPTION OF CAPITAL STOCK
As of the date of this prospectus, we have authorized 50,000,000 shares
of $0.01 par value common stock and 2,500,000 shares of $0.01 par value
preferred stock.
COMMON STOCK
As of February 26, 1999, there were 19,993,311 shares of common stock
outstanding held of record by 570 stockholders. The holders of common
stock have one vote for each share on all matters submitted to a vote of
the stockholders. Subject to preferences that may be applicable to any
<PAGE> 10
outstanding preferred stock, holders of common stock will receive
ratably any dividends declared by the board of directors out of funds
legally available for payment of dividends. In the event of a
liquidation, dissolution or winding up of the company, holders of common
stock will share ratably in all assets remaining after payment of
liabilities and the liquidation preference of any outstanding preferred
stock. Holders of common stock have no preemptive rights, no right to
convert their common stock into any other securities, and no right to
vote cumulatively for the election of directors. The outstanding shares
of common stock are fully paid and nonassessable.
On August 19, 1996, the board of directors adopted a stockholders rights
plan, which allows stockholders to purchase common stock at discount in
the event of a tender offer or when any person acquires 20% or more of
our outstanding common stock, subject to some exceptions.
We have not paid cash dividends on our common stock and do not plan to
pay any such dividends in the foreseeable future. Under lending
agreements we are party to, we are restricted from declaring or paying
dividends on our common stock.
PREFERRED STOCK
The board of directors may authorize the issuance of up to 2,500,000
shares of preferred stock in one or more series and fix the rights,
preferences, privileges and restrictions thereof, including:
- dividend rights,
- conversion rights,
- voting rights,
- terms of redemption,
- liquidation preferences, and
- the number of shares constituting any series, or the designation of
such series,
without any further vote or action by the stockholders. The issuance of
preferred stock may have the effect of delaying, deferring or preventing
a change in control of the company without action by the shareholders
and could adversely affect the rights and powers, including voting
rights, of the holders of common stock. In certain circumstances, the
issuance of preferred stock could depress the market price of common
stock. As of February 26, 1999, there were no shares of preferred stock
outstanding.
USE OF PROCEEDS
We issued up to 200,000 shares to the selling security holder under a
Settlement Agreement and Release, dated December 22, 1998, between the
company and the selling security holder in connection with the settlement
of a lawsuit. The selling security holder will receive all of the proceeds
from the sale of the shares and will pay all underwriting discounts and
selling commissions, if any, applicable to the sale of the shares. We
will pay the expenses of registration of the sale of the shares.
<PAGE> 11
LEGAL MATTERS
Heller Ehrman White & McAuliffe, Palo Alto, California, counsel to the
company will pass upon the validity of the shares being offered by this
prospectus. Julian N. Stern, the Secretary of the company, owns 179,000
shares of common stock and is the sole stockholder and employee of a
professional corporation that is a partner of Heller Ehrman White &
McAuliffe.
EXPERTS
The financial statements of Advanced Polymer Systems, Inc. which appear in
its Annual Report (Form 10-K) for the year ended December 31, 1997 have
been audited by KPMG LLP, independent auditors, as set forth in their
report thereon and included therein and incorporated herein by reference.
Such financial statements are incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts in
accounting and auditing.
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses Of Issuance And Distribution.
The following table sets forth various expenses in connection with the
sale and distribution of the securities being registered. All of the
amounts shown are estimates except for the Securities and Exchange
Commission Registration Fee.
Securities and Exchange Commission Registration Fee $ 264.10
Accounting Fees 5,000.00
Legal Fees and Disbursements 10,000.00
Miscellaneous 735.90
----------
Total $16,000.00
==========
Item 15. Indemnification Of Officers And Directors.
The registrant has the power to indemnify its officers and directors
against liability for certain acts pursuant to Section 145 of the General
Corporation Law of the State of Delaware. Section B of Article VI of the
registrant's Certificate of Incorporation provides:
"(1) Right to Indemnification. Each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a
person of whom he or she is the legal representative, is or was a director
or officer, of the Corporation or is or was serving at the request of the
Corporation, as a director, officer, employee or agent of another
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the
basis of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while
serving as a director, officer, employee or agent, shall be indemnified
and held harmless by the Corporation to the fullest extent authorized by
the General Corporation Law of the State of Delaware, as the same exists
or may hereafter be amended (but, in the case of any such amendment, only
to the extent that such amendment permits the Corporation to provide
broader indemnification rights than said law permitted the Corporation to
provide prior to such amendment), against all expense, liability and loss
(including attorneys' fees, judgments, fines, ERISA excise taxes or
penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by such person in connection therewith and such
indemnification shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of his
or her heirs, executors and administrators; provided, however, that, the
Corporation shall indemnify any such person seeking indemnification in
connection with a proceeding (or part thereof) initiated by such person
<PAGE> 13
only if such proceeding (or part thereof) was authorized by the board of
directors of the Corporation. The right to indemnification conferred in
this Section B shall be a contract right and shall include the right to be
paid by the Corporation the expenses incurred in defending any such
proceeding in advance of its final disposition; provided, however, that,
if the General Corporation Law of the State of Delaware requires, the
payment of such expenses incurred by a director or officer in his or her
capacity as a director or officer (and not in any other capacity in which
service was or is rendered by such person while a director or officer,
including, without limitation, service to an employee benefit plan) in
advance of the final disposition of a proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such
director or officer, to repay all amounts so advanced if it shall
ultimately be determined that such director or officer is not entitled to
be indemnified under this Section or otherwise. The Corporation may, by
action of its Board of Directors, provide indemnification to employees and
agents of the Corporation with the same scope and effect as the foregoing
indemnification of directors and officers.
(2) Non-Exclusivity of Rights. The right to indemnification and the
payment of expenses incurred in defending a proceeding in advance of its
final disposition conferred in this Section B shall not be exclusive of
any other rights which any person may have or hereafter acquire under any
statute, provisions of this Certificate of Incorporation, Bylaw,
agreement, vote of stockholders or disinterested directors or otherwise.
(3) Insurance. The Corporation may maintain insurance, at its expense, to
protect itself and any director, officer, employee or agent of the
Corporation or another corporation, partnership, joint venture, trust or
other enterprise against any such expense, liability or loss, whether or
not the Corporation would have the power to indemnify such person against
such expense, liability or loss under Delaware General Corporation Law."
Registrant maintains directors' and officers' liability insurance in the
amount of $5,000,000 which covers civil liabilities. Such insurance helps
the Registrant to attract qualified officers and directors, by providing a
means for the Company to pay the costs and expenses involved in the event
civil litigation is brought against of one of the Registrant's officers or
directors.
Item 16. Exhibits.
EXHIBIT DESCRIPTION
5 -- Opinion of Heller, Ehrman, White & McAuliffe(1)
23.1 -- Consent of Heller, Ehrman, White & McAuliffe (filed as
part of Exhibit 5)
23.2 -- Consent of KPMG LLP
[FN]
(1) Previously filed.
</FN>
<PAGE> 14
Item 17. Undertakings.
A. 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(a)(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;
(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.
B. 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 the registration statement shall be
deemed to be a new registration statement relating to the securities
offering 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 provisions described
under Item 15 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 Act 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 against the Registrant by such director, officer
<PAGE> 15
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 Act and will be governed by the final
adjudication of such issue.
<PAGE> 16
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 Amendment
No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized in Redwood City, State of
California, on the 22nd day of March, 1999.
ADVANCED POLYMER SYSTEMS, INC.
By: /S/ Michael O'Connell
-------------------------
Michael O'Connell
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- ----------------------------------------------------------------------
<S> <C> <C>
/S/ John J. Meakem, Jr. Chairman, President, March 22, 1999
- ------------------------- Chief Executive --------------
John J. Meakem, Jr. Officer (Principal
Executive Officer)
/S/ Michael O'Connell Executive Vice March 22, 1999
- ------------------------- President, Chief --------------
Michael O'Connell Administrative Officer
and Chief Financial
Officer (Principal
Financial Officer and
Principal Accounting
Officer)
/S/ Carl Ehmann* Director March 22, 1999
- ------------------------- --------------
Carl Ehmann
/S/ Jorge Heller* Director March 22, 1999
- ------------------------- --------------
Jorge Heller
/S/ Peter Riepenhausen* Director March 22, 1999
- ------------------------- --------------
Peter Riepenhausen
/S/ Toby Rosenblatt* Director March 22, 1999
- ------------------------- --------------
Toby Rosenblatt
/S/ Gregory H. Turnbull* Director March 22, 1999
- ------------------------- --------------
Gregory H. Turnbull
/S/ C. Anthony Wainwright* Director March 22, 1999
- ------------------------- --------------
C. Anthony Wainwright
/S/ Dennis Winger* Director March 22, 1999
- ------------------------- --------------
Dennis Winger
<FN>
* by /S/ Michael O'Connell Attorney-in-fact.
</FN>
</TABLE>
ADVANCED POLYMER SYSTEMS, INC.
EXHIBIT INDEX
-------------
EXHIBIT DESCRIPTION
- ------- -----------
5 -- Opinion of Heller, Ehrman, White & McAuliffe(1)
23.1 -- Consent of Heller, Ehrman, White & McAuliffe
(filed as part of Exhibit 5)
23.2 -- Consent of KPMG LLP
[FN]
(1) Previously filed.
</FN>
EXHIBIT 23.2
CONSENT OF KPMG LLP
The Board of Directors
Advanced Polymer Systems, Inc.:
We consent to the use of our report incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the
prospectus.
/S/ KPMG LLP
San Francisco, California
March 19, 1999
