As filed with the Securities and Exchange Commission
on August 18, 1995
Registration No. 33-
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-3
REGISTRATION STATEMENT
Under the
Securities Act of 1933
ADVANCED TISSUE SCIENCES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 14-1701513
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
10933 NORTH TORREY PINES ROAD
LA JOLLA, CALIFORNIA 92037
(619) 450-5730
(Address, Including Zip Code, and Telephone Number, Including
Area Code, of Registrant's Principal Executive Offices)
ARTHUR J. BENVENUTO
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
ADVANCED TISSUE SCIENCES, INC.
10933 NORTH TORREY PINES ROAD
LA JOLLA, CALIFORNIA 92037
(619) 450-5730
(Name, Address, Including Zip Code, and Telephone Number
Including Area Code, of Agent for Service)
_____________________
Copies to:
LAURA M. BROWER, ESQ.
BROBECK, PHLEGER & HARRISON
4675 MACARTHUR COURT, SUITE 1000
NEWPORT BEACH, CALIFORNIA 92660
(714) 752-7535
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE
PUBLIC: From time to time after the effective date of this
Registration Statement.
<PAGE>
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, check
the following box and list the Securities Act registration
statement number of 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. / /
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Each Class of Amount to be Registered<F1> Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Offering Aggregate Registration
Price Per Share <F2> Offering Price Fee
<S> <C> <C> <C> <C>
Common Stock, par value 3,413,111 shares $12.50 $42,663,887.00 $14,711.00
$.01 per share
<FN>
<F1> Includes 235,299 shares issuable upon the exercise of outstanding warrants.
<F2> Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) of the Securities Act of 1933,
as amended, based on the average of the high and low selling price per share of the Company's Common Stock on August 15, 1995 as
reported on the Nasdaq Stock Market.</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 which specifically states
that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
======================================================================
<PAGE>
ADVANCED TISSUE SCIENCES, INC.
3,413,111 SHARES
COMMON STOCK
_________________
THE COMMON STOCK OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK.
SEE "RISK FACTORS."
_________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
_________________
This Prospectus relates to the sale of up to 3,413,111 shares (the
"Shares") of Common Stock, par value $.01 per share, of Advanced
Tissue Sciences, Inc. ("Advanced Tissue Sciences" or the "Company")
by certain stockholders of the Company, including 235,299 shares
which may be issued upon exercise of certain warrants (the "Selling
Stockholders"). The Selling Stockholders received such shares in
transactions exempt from the registration requirements of the
Securities Act of 1933, as amended (the "Securities Act"). The
Shares are being registered by the Company pursuant to registration
rights granted by the Company to the Selling Stockholders. The
Company has agreed to bear certain expenses (other than selling
commissions and fees and expenses of counsel and other advisers to
<PAGE>
certain of the Selling Stockholders) in connection with the
registration of the Shares.
Such sales may be made in the over-the-counter market, or
otherwise at prices and at terms then prevailing or at prices related
to the then current market price, or in negotiated transactions. The
Shares may be sold by one or more of the following: (a) a block
trade in which the broker or dealer so engaged will attempt to sell
the shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a
broker or dealer as principal and resale by such broker or dealer for
its account pursuant to this Prospectus; (c) an exchange distribution
in accordance with the rules of such exchange; and (d) ordinary
brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the
Selling Stockholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or
discounts from Selling Stockholders in amounts to be negotiated
immediately prior to the sale. Such brokers or dealers and any other
participating brokers or dealers may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such
sales. See "Distribution or Sale of the Shares." In addition, any
securities covered by this Prospectus which qualify for sale pursuant
to Rule 144 may be sold under Rule 144 rather than pursuant this
Prospectus. To the extent required, the specific Shares to be sold,
the names of the Selling Stockholders, the public offering price, the
names of any such agent, dealer or underwriter, and any applicable
commission or discount with respect to any particular offer will be
set forth in an accompanying Prospectus Supplement. See "Selling
Stockholders" and "Distribution or Sale of the Shares."
The Company will not receive any part of the proceeds from sales
of shares by the Selling Stockholders. See "Use of Proceeds."
The Company's Common Stock is traded on the Nasdaq Stock Market
under the symbol "ATIS." On August 15, 1995, the last reported sale
price of the Company's Common Stock on the Nasdaq Stock Market was
$12.50 per share.
THE DATE OF THIS PROSPECTUS IS AUGUST 18, 1995
<PAGE>
No person has been authorized to give any information or to make
any representations other than those contained in this Prospectus in
connection with the offering made hereby, and if given or made, such
information or representations must not be relied upon as having been
authorized by the Company, any Selling Stockholder or by any other
person. Neither the delivery of this Prospectus nor any sale made
thereunder shall, under any circumstances, create any implication
that information herein is correct as of any time subsequent to the
date hereof. This Prospectus does not constitute an offer to sell or
a solicitation of an offer to buy the Shares to any person or by
anyone in any jurisdiction in which such offer or solicitation may
not lawfully be made.
_______________________
TABLE OF CONTENTS
PAGE
Available Information. . . . . . . . . . . . . . . . . . . 2
Information Incorporated By Reference. . . . . . . . . . . 2
Prospectus Summary . . . . . . . . . . . . . . . . . . . . 4
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . 10
Selling Stockholders . . . . . . . . . . . . . . . . . . . 11
Distribution or Sale of the Shares . . . . . . . . . . . . 12
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . 14
___________________
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files annual and quarterly reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements and
other information may be inspected, and copies of such material may
be obtained at prescribed rates, at the Commission's Public Reference
Section, Room 1024, 450 Fifth Street, N.W., Washington D.C. 20549,
as well as at the Commission's Regional Offices at 7 World Trade
Center, 13th Floor, New York, New York 10048, and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
The Common Stock of the Company is traded on the Nasdaq Stock Market.
Reports, proxy statements and other information concerning the
Company may be inspected at the National Association of Securities
Dealers, Inc. at 1735 K Street, N.W., Washington, D.C. 20006.
Additional information regarding the Company and the Shares
offered hereby is contained in the Registration Statement on Form S-3
and the exhibits thereto filed with the Commission under the
Securities Act. For further information pertaining to the Company
and the Shares, reference is made to the Registration Statement and
the exhibits thereto, which may be inspected without charge at, and
copies thereof may be obtained at prescribed rates from, the office
of the Commission at 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549.
Skin(R), Dermagraft(TM) and Dermagraft-TC(TM) are trademarks of Advanced
Tissue Sciences.
INFORMATION INCORPORATED BY REFERENCE
The following documents filed with the Commission are hereby
incorporated by reference in this Prospectus: (i) the Annual Report
of the Company on Form 10-K for the fiscal year ended December 31,
1994; (ii) the Quarterly Reports of the Company on Form 10-Q for the
quarters ended March 31, 1995 and June 30, 1995; (iii) the Proxy
Statement of the Company dated April 21, 1995 in connection with the
Annual Meeting of
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<PAGE>
Stockholders held on May 25, 1995; (iv) the Current Reports of the
Company on Form 8-K dated January 5, 1995, June 26, 1995 and July 7,
1995; (v) the Company's Registration Statement on Form 8-A dated July
28, 1992; and (vi) the Company's Registration Statement on Form 8-A
dated January 6, 1995.
All reports and other documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of
this offering shall be deemed to be incorporated by reference herein
and to be a part hereof from the date of filing of such reports and
documents. Any statement incorporated herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom
this Prospectus is delivered, upon written or oral request of such
person, a copy of any or all of the foregoing documents incorporated
herein by reference (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into such
document). Requests for such documents should be submitted in
writing to Michael V. Swanson, Vice President, Finance and
Administration, at Advanced Tissue Sciences, Inc., 10933 North Torrey
Pines Road, La Jolla, California 92037 or by telephone at
(619) 450-5730.
3
<PAGE>
PROSPECTUS SUMMARY
The following summary is qualified in its entirety by the
more detailed information and the Consolidated Financial
Statements and Notes thereto appearing elsewhere, or
incorporated by reference, in this Prospectus, including the
information under "Risk Factors."
Advanced Tissue Sciences, Inc. (the "Company" or "Advanced
Tissue Sciences") is a leading tissue engineering company
engaged in the development of living human tissue products for
therapeutic applications. Utilizing principles of cell
biology, biochemistry and polymer science, the Company has
developed and is applying a proprietary core technology which
permits living human cells to be cultured ex vivo in a manner
that allows the cells to develop and assemble into functioning
three-dimensional tissue. To date, the Company has used its
technology to replicate a variety of human tissues and is
currently focusing its efforts primarily on skin, cartilage and
cardiovascular tissues.
<PAGE>
Advanced Tissue Sciences' objective is to redefine
transplantation and tissue repair by developing, manufacturing
and marketing products produced through tissue engineering.
The Company's strategy to achieve this objective is to apply
its proprietary core technology to the development of multiple
products that address unmet therapeutic needs or offer
improved, cost-effective alternatives to current treatment
modalities for a variety of indications. By building upon its
base of scientific knowledge through the continued application
of its proprietary core technology, the Company believes it
will be able to achieve significant synergies in the
development, clinical testing and manufacture of successive
tissue products.
Leading the Company's development efforts are therapeutic
products based on Dermagraft, a three-dimensional living human
tissue designed as a replacement for human dermis (the inner
skin layer). The dermis is essential to normal skin function
and healing and, unlike epidermis (the outer skin layer), does
not regenerate into normal tissue after injury. The Dermagraft
products are designed to treat conditions where the dermis has
been injured or destroyed, such as in severe burns and chronic
skin ulcers.
The Company is currently conducting pivotal clinical trials in the
United States and in France for a Dermagraft dermal replacement
product ("Dermagraft-Ulcers") to treat diabetic skin ulcers, and a
pivotal trial in the United States with a product that acts as a
transitional covering ("Dermagraft-TC") for severe burns when there is
insufficient amounts of the patient's own skin available for immediate
grafting. In a pilot clinical trial with diabetic foot ulcers, the
Dermagraft-Ulcers patients overall had a higher rate of complete wound
healing, with one of the dosing regimens achieving a statistically
significant improvement. The pilot clinical trial of Dermagraft-TC
was also promising as the product consistently adhered to the wound
sites and allowed subsequent grafts to take as well as, or better
than, on the control sites in all patients assessed. In June 1995,
the FDA notified the Company that its premarket approval application
for Dermagraft-TC will receive expedited review upon successful
completion of its pivotal clinical trial.
The Company accelerated its development efforts related to
orthopedic applications of tissue engineered cartilage in May 1994 by
entering into a fifty-fifty joint venture for the worldwide
development, manufacture and marketing of human tissue engineered
cartilage for orthopedic applications with Smith & N Nephew plc
("Smith & Nephew"). Smith & Nephew is a worldwide health care company
with extensive sales and distribution capabilities, selling orthopedic
implants, arthroscopic instruments, casting, trauma and wound
management products. Smith & Nephew has agreed to contribute the
first $10 million in joint venture funding and the Company has
contributed certain technology licenses. Further joint venture
revenues and expenditures will be shared equally by the partners.
Through the joint venture, Advanced Tissue Sciences has commenced
preclinical trials of three-dimensional cartilage tissues for joint
resurfacing and meniscal repair.
4
<PAGE>
During the first quarter of 1994, the Company initiated a
series of feasibility studies under a joint development
agreement with St. Jude Medical, Inc. ("St. Jude Medical") to
evaluate applications of its tissue engineering technology to
create or improve heart valve replacements. St. Jude Medical
is the world leader in the sale of mechanical heart valves.
The companies hope to develop a series of products with
enhanced biocompatibility and improved durability through the
use of engineered human tissues to reduce the likelihood of
thromboembolic events and the associated need for anticoagulant
drugs. Based on the results of the feasibility studies, St.
Jude Medical has agreed to support additional research during
1995. The Company is also performing research on tissue
engineering blood vessels and stents.
The Company also manufactures and sells Skin2 (pronounced
"skin squared"), in vitro laboratory testing kits containing
living human skin tissue. Skin2 is used by cosmetic,
petrochemical, household product and pharmaceutical companies
to test products for a variety of indications such as
cytotoxicity, irritancy, corrosivity, phototoxicity, sun
protection factors and sensitization. In March 1995, the
Company entered into an agreement to sell certain net assets
and license the technology associated with the Company's in
vitro testing business to Stratum Laboratories International.
To date, Stratum Laboratories has not been successful in
obtaining sufficient funding to complete the transaction.
<PAGE>
The Company was incorporated under the laws of the State of
Delaware in 1987. The Company maintains its executive offices
at 10933 North Torrey Pines Road, La Jolla, California 92037,
and its telephone number at that address is (619) 450-5730.
5
<PAGE>
RISK FACTORS
An investment in the Common Stock being offered by this Prospectus
involves a high degree of risk. In addition to the other information
contained in this Prospectus, prospective investors should carefully
consider the following risk factors before purchasing the Common
Stock offered by this Prospectus.
EARLY STAGE OF PRODUCT DEVELOPMENT. The Company's therapeutic
products under development will require significant additional
research and development, including extensive preclinical and
clinical testing, and regulatory approvals prior to
commercialization. The Company is currently conducting pivotal,
multi-center human clinical trials of its Dermagraft products for
severe burns in the United States and for diabetic skin ulcers in the
United States and France. Other potential products are in earlier
stages of research and development. There can be no assurance that
the scientists conducting clinical trials for the Company will be
able to initiate trials at preferred clinical sites or recruit and
retain sufficient test subjects. In addition, there can be no
assurance that the Company will not encounter problems in clinical
trials that will cause the Company to delay or suspend any clinical
trials, that such of the Company's products currently under
development will be completed successfully within any specified time
period if at all, that such testing will show such products to be
safe or efficacious or that any of the Company's products will
receive regulatory approval. Moreover, if the Company's products do
receive regulatory approval, there can be no assurance that the
Company will be capable of producing such products in commercial
quantities at reasonable cost or that such products will be accepted
by the marketplace.
ABSENCE OF PROFITABLE OPERATIONS. The Company has experienced
significant operating losses since its inception in 1986 and expects
to continue to incur substantial operating losses. Losses are
expected to continue as a result of substantial research and
development expenses (including costs associated with clinical trials
and the development of manufacturing processes), growing costs in
anticipation of product commercialization, and additional
expenditures for capital equipment and patents. As of June 30, 1995,
the Company had an accumulated deficit of approximately $104.9
million, including a nonrecurring charge to in-process technology of
$21.4 million related to an acquisition. The Company's ability to
achieve profitability depends in part upon its ability, alone or with
others, to complete development of its technology and proposed
therapeutic products, to obtain required regulatory approvals and to
manufacture and market such products. There can be no assurance that
the Company will ever achieve a profitable level of operations or
that profitability, if achieved, can be sustained on an ongoing
basis.
TECHNOLOGICAL CHANGE AND COMPETITION. The biomedical technology
industry is subject to rapid, unpredictable and significant
technological change. Competition from universities, research
institutions and pharmaceutical, chemical and biotechnology companies
is intense. Many competitors or potential competitors have greater
financial resources, research and development capabilities, and
manufacturing and marketing experience than the Company.
Accordingly, these competitors may succeed in obtaining approval by
the FDA for their products more rapidly than the Company. There can
be no assurance that developments by the Company's competitors or
potential competitors will not render the Company's technology or
proposed applications of its technology obsolete. The Company is
aware of several companies which are engaged in research and
development activities aimed at the creation of skin substitutes and
other products for use in the treatment of severe burns and other
wound healing applications that could compete with the Company's
Dermagraft products. The Company also knows of other companies that
are undertaking research and development of cartilage and other
tissue replacement products, some of which have patents in this
<PAGE>
field. These companies may also represent significant long-term
competition for the Company.
PATENTS AND PROTECTION OF PROPRIETARY TECHNOLOGY. The Company's
ability to compete effectively with other companies will depend, in
part, on its ability to maintain the proprietary nature of its
technology and manufacturing processes. The Company relies on
patents, trade secrets and know-how to maintain its competitive
position. The Company has been issued a United States patent and
notice of allowance of a European patent covering, and four United
States patents related to, its core technology, and has filed
additional United States and foreign patent applications. The
Company also has licenses or licensing rights to certain other United
States and foreign patents and patent applications. There can be no
assurance, however, that any applications will result in issued
patents or that any current or future issued or licensed patents,
trade secrets
6
<PAGE>
or know-how will afford protection against competitors with similar
technologies or processes, or that any patents issued will not be
infringed upon or designed around by others. In addition, there can
be no assurance that others will not independently develop
proprietary technologies or processes which are the same as or
substantially equivalent to those of the Company. The Company could
also incur substantial costs in defending itself in suits brought
against it on such patents or in bringing suits to protect the
Company's patents or patents licensed by the Company against
infringement. The Company protects its proprietary technology and
processes in part by confidentiality agreements with its
collaborative partners, employees and consultants. There can be no
assurance that these agreements will not be breached, that the
Company will have adequate remedies for any breach, or that the
Company's trade secrets will not otherwise become known or
independently discovered by competitors.
GOVERNMENT REGULATION. Except for the Company's Skin2 and other
proposed research and laboratory testing products, the manufacture
and sale of the Company's products is subject to extensive regulation
by the FDA, as well as by other Federal, state and foreign
authorities. There is currently no requirement of government
premarket approval pertaining to the marketing of research and
laboratory testing products. However, if customers intend to use the
results of such tests for safety and efficacy data in support of
final product approval by the FDA or other regulatory agencies, they
must be able to demonstrate the validity of these tests.
The Company's Dermagraft products are subject to regulation as
medical devices. The Company does not yet know with certainty
whether its other potential therapeutic tissue replacement products
currently in varying stages of development will be subject to
premarket clearance as medical devices or as biologic products. In
general, regulatory clearance of a biologic product for marketing
takes substantially more time than regulatory clearance for medical
devices. However, whether regulated by the FDA as medical devices or
biologics, or otherwise by any state or foreign authorities, the
approval process for any of the Company's products is expensive and
time consuming and no assurance can be given that any regulatory
agency will grant its approval. Prior to commercial release of the
Company's Dermagraft products, premarket approval by the FDA will be
required which entails proof of safety and efficacy in human clinical
trials. This is a lengthy and expensive process and there can be no
assurance that such FDA approval will be obtained. The inability to
obtain, or delays in obtaining, such approval would adversely affect
the Company's ability to commence marketing therapeutic applications
of its technology. There is no assurance that the Company will have
sufficient resources to complete the required testing and regulatory
review processes. Furthermore, the Company is unable to predict the
extent of adverse governmental regulation which might arise from
future United States or foreign legislative or administrative action.
The proper level of federal regulation of human tissues generally
is under consideration by the FDA and has been the subject of
proposed federal legislation and Congressional hearings. A federal
criminal statute prohibits the transfer of any human organ, including
skin, for valuable consideration (other than recovery of reasonable
costs associated with such activities) for use in human
transplantation. Certain states have also adopted statutes requiring
the licensure of tissue and organ banks, laws governing the sale of
human organs and tissues and laws governing the safety and efficacy
of drugs, devices and biologics. The Company is unable to predict
how such legislation could effect the Company's product development
efforts.
DEPENDENCE ON KEY PERSONNEL. The Company is dependent upon the
services of Arthur J. Benvenuto, its Chairman, President and Chief
Executive Officer, and Dr. Gail K. Naughton, its Executive Vice
President and Chief Operating Officer, neither of whom is subject to
an employment agreement with the Company. The Company has obtained
key man life insurance on each of the lives of Mr. Benvenuto and
Dr. Naughton in the amount of $3 million, $2.5 million of which is
payable to the Company. The loss of the services of either one of
these or other key individuals may have a material adverse effect on
the Company. The Company's success may also depend on its ability to
attract and retain highly qualified scientific, marketing and
management personnel. The Company faces strong competition for such
personnel and there can be no assurance that the Company will be able
to attract or retain such individuals.
LIMITED MANUFACTURING EXPERIENCE. The manufacture of the
Company's Dermagraft and other tissue replacement products is a time-
consuming and complex process. The Company believes it currently has
sufficient manufacturing capabilities to allow for production of
sufficient quantities of its Dermagraft products to support
7
<PAGE>
its current clinical programs. However, to be successful, the
Company must be capable of manufacturing its products in commercial
quantities, in compliance with regulatory requirements and at
acceptable costs. While the Company has pilot scale manufacturing
experience, the Company has no experience in large scale commercial
manufacturing. The Company is in the process of developing
proprietary manufacturing systems and validating its facility for the
commercial production of Dermagraft and Dermagraft-TC. The facility
and systems both must undergo rigorous facility and process
validation tests. This facility must undergo rigorous facility and
process validation tests. In addition, the Company's manufacturing
facility must be registered with and licensed by various regulatory
authorities and comply with the good manufacturing practice
requirements prescribed by the FDA. Any significant delays in the
completion of systems development, validation or regulatory
inspection of the new facility could have a material adverse effect
on the ability of the Company to ultimately market its products on a
timely and profitable basis and on the Company's ability to conduct
its business.
The mesh framework used by the Company in its Dermagraft-Burns and
Dermagraft-Ulcers products is available from only one FDA-approved
manufacturing source. Similarly, the synthetic mesh framework used
by the Company in its Dermagraft-TC product is available from a
different single FDA-approved manufacturing source. Any significant
supply interruption in a sole-sourced raw material or obtaining FDA
approval of a new supplier could adversely affect the Company's
clinical trials, product development and marketing programs. In
addition, an uncorrected impurity or supplier's variation in a raw
material, either unknown to the Company or incompatible with the
Company's manufacturing process, could have a material adverse effect
on the Company's ability to manufacture products.
THIRD PARTY REIMBURSEMENT. Successful commercialization of the
Company's therapeutic products will depend in part on the
availability of adequate reimbursement from third-party health care
payors, such as government and private health insurers and other
organizations. Third party payors are increasingly challenging the
pricing of medical products and services. There can be no assurance
that reimbursement will be available to enable the Company to achieve
market acceptance of its products or to maintain price levels
sufficient to realize an appropriate return on the Company's
investment in product development. Without financial support from
these sources, the market for the Company's products may be limited.
Significant reductions in medical insurance coverage may have an
adverse effect on the Company's future operations.
HEALTH CARE REFORM. Congress and various state legislatures have
periodically proposed legislation affecting the regulation of the
health care industry. While the Company cannot predict whether any
such legislative or regulatory proposals will be adopted or the
effect such proposals may have on its business, the pendency of such
proposals could have a material adverse effect on the Company.
Furthermore, the Company's ability to commercialize its potential
product portfolio may be adversely affected to the extent that such
proposals have a material adverse effect on the business, financial
condition or profitability of other companies that are prospective
collaborators for certain of the Company's proposed products or on
the availability of other sources of funding.
PRODUCT LIABILITY CLAIMS AND UNINSURED RISKS. The use of any of
the Company's products, whether for commercial applications or during
clinical trials, exposes the Company to an inherent risk of product
liability claims in the event such products cause injury or result in
adverse effects. Such liability might result from claims made
directly by health care institutions, contract laboratories or others
selling or using such products. The Company currently maintains
product liability insurance coverage; however, there can be no
assurance that the level or breadth of any insurance coverage will be
sufficient to fully cover potential claims. Such insurance is
becoming increasingly expensive and difficult to obtain. There can
be no assurance that adequate insurance coverage will be available in
the future at an acceptable cost, if at all, or in sufficient amounts
to protect the Company against such liability. The obligation to pay
any product liability claim in excess of whatever insurance the
Company is able to acquire could have a material adverse effect on
the business, financial condition and future prospects of the
Company.
UNCERTAINTY OF COLLABORATIVE ARRANGEMENTS. The Company's strategy
for the development, clinical testing, manufacture and
commercialization of certain of its proposed tissue replacement
products includes entering into various collaborations with corporate
partners, licensors, licensees and others. The Company has entered
into
8
<PAGE>
collaborations with various institutions related to the development
and commercialization of its tissue engineered products. Although
the Company believes that its partners in these collaborations have
an economic motivation to succeed in performing their contractual
responsibilities, the amount and timing of resources to be devoted to
these activities are not within the control of the Company.
Moreover, the collaboration agreements generally provide that they
may be terminated by the collaborator prior to their expiration under
circumstances that are outside the control of the Company. In
addition, there can be no assurance that these collaborators will pay
any additional option or license fees to the Company or that they
will develop or market any products under the agreements.
Furthermore, there can be no assurance that the Company will be
able to negotiate additional collaborative arrangements in the future
on acceptable terms, if at all, or that such collaborative
arrangements will be successful. To the extent that the Company
chooses not to or is unable to establish such arrangements, it would
experience increased capital requirements to undertake research,
development and marketing of its proposed products at its own
expense. In addition, the Company may encounter significant delays
in introducing its proposed products into certain markets or find
that the development, manufacture or sale of its proposed products in
such markets is adversely affected by the absence of such
collaborative agreements.
HAZARDOUS MATERIALS. The Company's research and development
activities and operations involve the controlled use of small
quantities of radioactive compounds, chemical solvents and other
hazardous materials. In addition, the Company's business involves
the growth of human tissue samples. Although the Company believes
that its safety procedures for handling and disposing of such
materials comply with the standards prescribed by federal, state and
local regulations, the risk of accidental contamination or injury
from these materials cannot be completely eliminated. In the event
of such an accident, the Company could be held liable for any damages
that result and any liability could have a material adverse effect on
the business, financial condition and future prospects of the
Company.
NEED FOR ADDITIONAL FUNDS. The Company's operations to date have
consumed substantial and increasing amounts of cash. The negative
cash flow from operations is expected to continue and accelerate over
the next two years. The development and commercialization of the
Company's technology and proposed products will require a commitment
of substantial funds, the amount of which will depend on many
factors, including continued scientific progress in the research and
development of the Company's technology, the ability of the Company
to establish and maintain collaborative arrangements with others for
product development, progress with preclinical and clinical trials,
the time and cost involved in obtaining regulatory approvals, the
cost involved in preparing, filing, prosecuting, maintaining and
enforcing patent claims and product commercialization activities and
arrangements.
While the Company believes that existing working capital will be
sufficient to meet its present operating and capital requirements for
approximately one year, the Company will seek additional funds prior
to that time to support its product development and commercialization
programs. The Company could acquire such additional funding through
collaborative arrangements, the extension of existing arrangements or
other means. There can be no assurance that adequate funds for these
purposes will be available when needed or on terms acceptable to the
Company. Insufficient funds may require the Company to delay, scale
back or eliminate certain of its research and product development
programs or to license third parties to commercialize products or
technologies that the Company would otherwise develop itself.
ANTI-TAKEOVER PROVISIONS. The Company's Restated Certificate of
Incorporation includes provisions that may discourage or prevent
certain types of transactions involving an actual or potential change
in control of the Company, including transactions in which the
stockholders might otherwise receive a premium for their shares over
then-current market prices, and may limit or delay the ability of the
stockholders to approve transactions that they may deem to be in
their best interests. The Board of Directors also has the authority
to fix the rights and preferences of and to issue shares of Preferred
Stock, and in January 1995 adopted a shareholder rights plan, either
of which may be used to delay or prevent certain types of
transactions involving an actual or potential change in control of
the Company. In addition, Section 203 of the General Corporation Law
of Delaware prohibits the Company from engaging in certain business
combinations with interested stockholders. These
9
<PAGE>
provisions may have the effect of delaying, deferring or preventing
a change in control of the Company without action by the
stockholders, and therefore could adversely affect the price and the
voting and other rights of the holders of the Company's Common Stock.
POSSIBLE VOLATILITY OF STOCK PRICE. The market price of the
Company's Common Stock, like that of the securities of other
biotechnology companies, has fluctuated significantly in recent years
and is likely to fluctuate in the future. Announcements by the
Company or others regarding scientific discoveries, technological
innovations, commercial products, patents or proprietary rights, the
progress of clinical trials, government regulation, public concern as
to the safety of devices or drugs and general market conditions may
have a significant effect on the market price of the Common Stock.
Fluctuations in financial performance from period to period also may
have a significant impact on the market price of the Common Stock.
ABSENCE OF DIVIDENDS. No dividends have been paid on the Common
Stock to date, and the Company does not expect to pay cash dividends
in the foreseeable future.
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of
Shares by the Selling Stockholders. See "Selling Stockholders."
10
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the number of shares of Common
Stock beneficially owned by each of the Selling Stockholders. Except
as indicated, none of the Selling Stockholders has had a material
relationship with the Company within the past three years other than
as a result of the ownership of the Shares or other securities of the
Company. Because the Selling Stockholders may offer all or some of
the Shares which they hold, or have the right to acquire, pursuant to
the offering contemplated by this Prospectus, and because there are
currently no agreements, arrangements or understandings with respect
to the sale of any of the Shares, no estimate can be given as to the
amount of Shares that will be held by the Selling Stockholders after
completion of this offering. See "Distribution or Sale of the
Shares." The Shares offered by this Prospectus may be offered from
time to time by the Selling Stockholders named below:
<PAGE>
<TABLE>
NUMBER OF
NUMBER OF SHARES PERCENT OF
SHARES BENEFICIALLY REGISTERED OUTSTANDING
NAME OF SELLING STOCKHOLDER OWNED FOR SALE HEREBY SHARES
<S> <C> <C> <C>
1995 Private Placements:
Arbco Associates, L.P. 239,796 239,796 *
Linda S. Cappello<F1> 88,798 88,798 *
Gerard K. Cappello<F1> 32,716 32,716 *
Lawrence K. Fleischman<F1> 42,131 42,131 *
Gershon Partners L.P. 500,000 500,000 1.5%
The Kriegsman Group<F1> 71,654 71,654 *
Kyneton Investments Ltd. 728,863 728,863 2.2
Offense Group Associates, L.P. 145,773 145,773 *
S.P. Investors International S.A. 500,000 500,000 1.5
Steinhardt Overseas Fund Ltd. 500,000 500,000 1.5
1994 Private Placement:
St. Jude Medical, Inc. 563,380 563,380 1.7
TOTAL 3,413,111 3,413,111
_____________________
* Less than 1% as of July 31, 1995.
<FN>
<F1> All shares of Common Stock of the Company shown as beneficially
owned are issuable upon the exercise of outstanding warrants.</FN>
</TABLE>
All of the Shares issued in the 1995 Private Placements and being
offered pursuant to this Prospectus were acquired by the Selling
Stockholders identified above from the Company in private placement
transactions at an initial purchase price per share of $6.86.
Assuming the exercise of all the warrants, the Shares acquired by the
warrant holders will be acquired at an initial average exercise price
per share of $6.86 and the Company will receive minimum aggregate
proceeds of approximately $1.6 million upon exercise. The price and
number of shares issued in the 1995 Private Placements and upon
exercise of the warrants are subject to adjustment as set forth in
those certain Investment Agreements incorporated by reference into
this Registration Statement. A subsequent amendment or supplement to
this Registration Statement will be filed, if necessary, to increase
the number of shares held by the Selling Stockholders who acquired
Shares in the 1995 Private Placements once the
11
<PAGE>
relevant adjustment periods have expired. The Shares issued in the
1994 Private Placement are not subject to adjustment.
At the time of each 1994 and 1995 Private Placement, each Selling
Stockholder represented to the Company that it was acquiring such
shares from the Company without any present intention of effecting a
distribution of those shares. However, in accordance with an
agreement entered into with the Selling Stockholders at the time of
each private placement, the Company agreed to effect a shelf
registration (of which this Prospectus is a part) of the Shares to
permit the Selling Stockholders to effect sales of such shares from
time to time in the market or in privately-negotiated transactions.
The Company will prepare and file such amendments and supplements to
the registration statement as may be necessary in accordance with the
rules and regulations of the Securities Act to keep it effective
until all of such shares have been sold pursuant to the registration
statement or until registration of the shares is no long required by
reason of Rule 144 under the Securities Act or other rules of similar
effect.
The Company has agreed to bear certain expenses (other than broker
discounts and commissions, if any, and expenses of counsel and other
advisors to certain of the Selling Stockholders) in connection with
the registration of the Shares.
DISTRIBUTION OR SALE OF THE SHARES
The Shares offered hereby are being offered directly by the
Selling Stockholders. The Company will not receive any proceeds from
the sale of any of the Shares by the Selling Stockholders. The sale
of the Shares may be effected by the Selling Stockholders from time
to time in transactions in the over-the-counter market, on the Nasdaq
Stock Market, in negotiated transactions, or a combination of such
methods of sale, at fixed prices which may be changed, at market
prices prevailing at the time of sale, at prices related to
prevailing market prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling the Shares to or
through broker-dealers, and such broker-dealers may receive
compensation in the form of discounts, concessions or commissions
from the Selling Stockholders and/or the purchasers of the Shares for
whom such broker-dealers may act as agents or to whom they sell as
principals, or both (which compensation as to a particular broker-
dealer might be in excess of customary commissions).
At the time a particular offer of Shares is made, to the extent
required, a supplemental Prospectus will be distributed which will
set forth the number of Shares being offered and the terms of the
offering including the name or names of any underwriters, dealers or
agents, the purchase price paid by any underwriter for the Shares
purchased from Selling Stockholders, any discounts, commissions and
other items constituting compensation from the Selling Stockholders
and any discounts, commissions or concessions allowed or reallowed or
paid to dealers.
In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In addition, in
certain states the Shares may not be sold unless they have been
registered or qualified for sale in the applicable state or an
exemption from the registration or qualification requirement is
available and is complied with by the Company and the Selling
Stockholders.
The Selling Stockholders and any broker-dealers, agents or
underwriters that participate with the Selling Stockholders in the
distribution of the Shares may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any
commissions received by them and any profit on the resale of the
Selling Stockholder Shares purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the 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. In addition and without
limiting the foregoing, each Selling Stockholder will be subject to
applicable provisions of the Exchange Act and the rules and
regulations thereunder, including, without limitation, Rules 10b-6
and 10b-7, which
12
<PAGE>
provisions may limit the timing of purchases and sales of shares of
the Company's Common Stock by the Selling Stockholders.
The Company has agreed to register the Shares under the Securities
Act and to indemnify and hold certain Selling Stockholders harmless
against certain liabilities under the Securities Act that could arise
in connection with the sale by the Selling Stockholders of the
Shares.
13
<PAGE>
EXPERTS
The consolidated financial statements of Advanced Tissue Sciences,
Inc. appearing in the Company's Annual Report (Form 10-K) for the
year ended December 31, 1994, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such financial
statements are, and audited financial statements to be included in
subsequently filed documents will be, incorporated herein in reliance
upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the
Securities and Exchange Commission) given upon the authority of such
firm as experts in accounting and auditing.
14
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection
with the sale or the distribution of the securities being registered,
other than underwriting discounts and commissions and finder's fees.
All of the amounts shown are estimates except for the Securities and
Exchange Commission registration fee and NASD filing fee.
Securities and Exchange Commission registration fee. . . . . .$14,711
NASD filing fee. . . . . . . . . . . . . . . . . . . . . . . . 17,500
Accounting fees and expenses . . . . . . . . . . . . . . . . . .2,000
Legal fees and expenses. . . . . . . . . . . . . . . . . . . . 15,000
Blue Sky fees and expenses, including related legal fees . . . . .-0-
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . .789
Total. . . . . . . . . . . . . . . . . . . . . . . . . . .$50,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Bylaws provide that the Company will indemnify its
directors and may indemnify its officers, employees and other agents
to the full extent permitted by law. The Company believes that
indemnification under its Bylaws covers at least negligence and gross
negligence by indemnified parties, and requires the Company to
advance litigation expenses in the case of stockholder derivative
actions or other actions if the director agrees to repay advances if
it is ultimately determined that the director is not entitled to
indemnification.
The Company has entered into indemnification agreements with
each of its directors and officers which provide the directors and
officers with indemnification rights. One significant difference
between the indemnification rights provided under the Company's
Bylaws and those provided under the indemnification agreements is
that, under the Bylaws as construed in accordance with Delaware law,
amounts may be paid as indemnity only if independent determinations
are made in each specific case that under the circumstances the
individual claiming indemnity meets certain specified standards of
conduct. Under the indemnification agreements, a determination that
a director or officer has met these standards is not required for
such indemnity, although the agreements exclude indemnity for conduct
which is adjudged to be knowingly fraudulent, deliberately dishonest
or to constitute willful misconduct. The Company also currently
maintains policies of insurance under which its directors and
officers are insured, within the limits and subject to the
limitations of the policies, against certain expenses in connection
with the defense of actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such actions, suits
or proceedings, to which they are parties by reason of being or
having been such directors or officers.
The Company's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for
monetary damages for breach of the director's fiduciary duty of care
to the Company and its stockholders. This provision in the
Certificate of Incorporation does not eliminate the duty of care, and
in appropriate circumstances, equitable remedies such as injunction
or other forms of non-monetary relief will remain available under
Delaware law. In addition, each director will continue to be subject
to liability for breach of the director's duty of loyalty to the
Company for acts or omissions not in good faith or involving
intentional misconduct, or knowing violations of law, or actions
lending to improper personal benefit to the director, and for payment
of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law. The provision does not affect a
director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
II-1
<PAGE>
ITEM 16. EXHIBITS.
EXHIBIT NO.
*4.1 Investment Agreement between Registrant and S.P. Investors
International S.A. dated June 23, 1995. Incorporated by reference as
exhibit 4.1 to the Current Report on Form 8-K dated June 26, 1995.
*4.2 Investment Agreement between Registrant and Steinhardt Overseas
Fund Ltd. dated June 23, 1995. Incorporated by reference as exhibit
4.2 to the Current Report on Form 8-K dated June 26, 1995.
*4.3 Investment Agreement between Registrant and Gershon Partners
L.P. dated June 23, 1995. Incorporated by reference as exhibit 4.3
to the Current Report on Form 8-K dated June 26, 1995.
*4.4 Form of Warrant Agreement between Registrant and each of Linda S.
Cappello, Gerard K. Cappello, Lawrence K. Fleischman and The
Kriegsman Group. Incorporated by reference as exhibit 4.4 to the
Current Report on Form 8-K dated July 7, 1995.
*4.5 Investment Agreement between Registrant and Kyneton Investments
Ltd. dated July 5, 1995. Incorporated by reference as exhibit 4.1 to
the Current Report on Form 8-K dated July 7, 1995.
*4.6 Investment Agreement between Registrant and Arbco Associates,
L.P. and Offense Group Associates, L.P. dated July 11, 1995.
Incorporated by reference as exhibit 4.2 to the Current Report on
Form 8-K dated July 7, 1995.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney. Reference is made to page II-4.
_______________________
* Previously filed and/or incorporated by reference.
ITEM 17. UNDERTAKINGS.
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; (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; and (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 (i) and (ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
information required to be included in a post-effective amendment by
(i) and (ii) is contained in periodic reports filed with or furnished
to the Commission pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
II-2
<PAGE>
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of
the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act 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.
The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to and meeting the requirements of Rule 14a-3 or
Rule 14c-3 under the Exchange Act; and, where interim financial
information required to be presented by Article 3 of Regulation S-X
is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the
latest quarterly report that is specifically incorporated by
reference in the prospectus to provide such interim financial
information.
Insofar as indemnification for liabilities arising under the
Securities Act 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 indemnifi-
cation is against public policy as expressed in the Securities 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 by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
II-3
<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 August 17, 1995.
ADVANCED TISSUE SCIENCES, INC.
By: /S/ ARTHUR J. BENVENUTO
Arthur J. Benvenuto
Chairman of the Board of Directors,
President and Chief Executive Officer
We, the undersigned officers and directors of Advanced Tissue
Sciences, Inc. do hereby constitute and appoint Arthur J. Benvenuto
and Michael V. Swanson our true and lawful attorneys-in-fact and
agents, 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 exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite or 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 each of said attorneys-in-fact and agents, or his substitute
or 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 below by the following persons
in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
/S/ ARTHUR J. BENVENUTO Chairman of the Board of August 17, 1995
Arthur J. Benvenuto Directors, President and
Chief Executive Officer
(principal executive
officer)
/S/ DR. GAIL K. NAUGHTON Director, Executive Vice August 17, 1995
Dr. Gail K. Naughton President and Chief
Operating Officer
/S/ MICHAEL V. SWANSON Vice President, Finance August 17, 1995
Michael V. Swanson and Administration
(principal financial and
accounting officer)
/S/ JEROME E. GROOPMAN, M.D. Director August 17, 1995
Jerome E. Groopman, M.D.
/S/ JACK L. HECKEL Director August 17, 1995
Jack L. Heckel
/S/ DAVID S. TAPPAN, JR. Director August 17, 1995
David S. Tappan, Jr.
/S/ WILLIAM B. WALSH, M.D. Director August 17, 1995
William B. Walsh, M.D.
/S/ DR. GAIL R. WILENSKY Director August 17, 1995
Dr. Gail R. Wilensky
II-4
<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 August 17, 1995.
ADVANCED TISSUE SCIENCES, INC.
By:
Arthur J. Benvenuto
Chairman of the Board of Directors,
President and Chief Executive Officer
We, the undersigned officers and directors of Advanced Tissue
Sciences, Inc. do hereby constitute and appoint Arthur J. Benvenuto
and Michael V. Swanson our true and lawful attorneys-in-fact and
agents, 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 exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
said attorneys-in-fact and agents, full power and authority to do and
perform each and every act and thing requisite or 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 each of said attorneys-in-fact and agents, or his substitute
or 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 below by the following persons
in the capacities and on the dates indicated.
<PAGE>
SIGNATURE TITLE DATE
ARTHUR J. BENVENUTO Chairman of the Board August 17, 1995
Arthur J. Benvenuto of Directors, President
and Chief Executive
Officer (principal
executive officer)
DR. GAIL K. NAUGHTON Director, Executive August 17, 1995
Dr. Gail K. Naughton Vice President and
Chief Operating Officer
II-5
<PAGE>
MICHAEL V. SWANSON Vice President, Finance August 17, 1995
Michael V. Swanson and Administration
(principal financial
and accounting officer)
JEROME E. GROOPMAN, M.D. Director August 17, 1995
Jerome E. Groopman, M.D.
JACK L. HECKEL Director August 17, 1995
Jack L. Heckel
DAVID S. TAPPAN, JR. Director August 17, 1995
David S. Tappan, Jr.
WILLIAM B. WALSH, M.D. Director August 17, 1995
William B. Walsh, M.D.
DR. GAIL R. WILENSKY Director August 17, 1995
Dr. Gail R. Wilensky
II-6
Exhibit 23.1
Consent of Ernest & Young LLP, Independent Auditors
We consent to the reference to our firm under the caption "Experts"
in the Registration Statement (Form S-3) and related Prospectus of
Advanced Tissue Sciences, Inc. for the registration of shares of
its common stock and to the incorporation by reference therein of
our report dated February 6, 1995, except for Note 13 as to which
the date is March 13, 1995, with respect to the consolidated
financial statements of Advanced Tissue Sciences, Inc. included in
its Annual Report (Form 10-K) for the year ended December 31, 1994,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Diego, California
August 15, 1995
