As filed with the Securities and Exchange Commission on July 28, 1999
Registration No. 333-**
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEOSE TECHNOLOGIES, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 13-3549286
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
102 Witmer Road
Horsham, Pennsylvania 19044
(215) 441-5890
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(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
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P. Sherrill Neff
President and Chief Financial Officer
Neose Technologies, Inc.
102 Witmer Road
Horsham, Pennsylvania 19044
(215) 441-5890
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(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
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Copies to:
DAVID R. KING, ESQUIRE
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103-2921
(215) 963-5000
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, 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 426(b) under the Securities Act, please 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>
<CAPTION>
CALCULATION OF REGISTRATION FEE
===================================================================================================================
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Amount of
Shares to be Registered Registered(1) Share(2) Offering Price(2) Registration Fee
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 1,500,000 Shares $10 $15,000,000 $4,170
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</TABLE>
(1) In addition to the shares set forth in the table, the amount to be
registered includes an indeterminate number of shares as may be adjusted as
a result of stock splits, stock dividends and similar transactions in
accordance with Rule 416 under the Securities Act.
(2) Estimated solely for the purpose of calculating the registration fee;
computed in accordance with Rule 457(c) on the basis of the average of the
high and low sale prices for the Common Stock on July 26, 1999 as reported
on The Nasdaq National Market.
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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>
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and we are not soliciting offers to buy these
securities in any state where the offer or sale is not permitted.
SUBJECT TO COMPLETION DATED JULY 28, 1999
PROSPECTUS
1,500,000 Shares
NEOSE TECHNOLOGIES, INC.
Common Stock
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The shares of common stock offered by this prospectus are being offered by
the selling stockholders named in the section entitled "Selling Stockholders" on
page 12. We will not receive any of the proceeds from the sale of the shares by
the selling stockholders.
Our common stock is quoted on the Nasdaq National Market of The Nasdaq
Stock Market under the symbol "NTEC." On July 27, 1999, the last reported
closing price of the common stock was $10.063 per share.
-------------------------
See "Risk Factors" beginning on page 3 for a discussion of some issues to
consider before purchasing our common stock.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete.
Any representation to the contrary is a
criminal offense.
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The date of this prospectus is ________, 1999.
<PAGE>
TABLE OF CONTENTS
Page
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RISK FACTORS..................................................................3
FORWARD-LOOKING STATEMENTS...................................................10
USE OF PROCEEDS..............................................................11
WHERE CAN YOU FIND MORE INFORMATION..........................................11
SELLING STOCKHOLDERS.........................................................12
PLAN OF DISTRIBUTION.........................................................13
LEGAL OPINION................................................................14
EXPERTS......................................................................14
We have not authorized any dealer, salesperson, or other person to give any
information or represent anything not contained in this prospectus. You should
not rely on any unauthorized information. This prospectus does not offer to sell
or buy any shares in any jurisdiction in which it is unlawful. The information
in this prospectus is current as of the date on the cover.
OFFICES AND PLACE OF INCORPORATION
We were incorporated in 1989 under the laws of Delaware. Our principal
executive offices are located at 102 Witmer Road, Horsham, Pennsylvania 19044
and our telephone number is (215) 441-5890. References in this prospectus to
"we," "us," "our," the "Company," and "Neose" refer to Neose Technologies, Inc.
and its subsidiaries.
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RISK FACTORS
An investment in our common stock is very risky. You should consider
carefully the following risk factors, in addition to the other information in
this Prospectus, before investing in our common stock.
We have a history of operating losses and anticipate we will incur continued
losses for the foreseeable future
We expect increased losses over at least the next several years as we
expand research and development efforts, conduct additional clinical trials,
expand manufacturing scale-up activities, and begin sales and marketing
activities. Although we began operations in 1990, we have not generated any
revenues from operations, except for interest income and revenues from
collaborative agreements. We have incurred increasingly large losses each year.
As of March 31, 1999, we had an accumulated deficit of approximately $49.6
million.
We have not yet commercialized any products or technologies, and we may not
become profitable
We have not yet commercialized any products or technologies. We do not know
if or when we will generate significant revenues from the commercialization of
our products or technologies. Before we can commercialize any of our products or
technologies, we must overcome many hurdles. Even if we commercialize one or
more of our products or technologies, we may not become profitable.
We may need to raise additional money before we become profitable, but we may
not be able to raise money when we need it or on terms favorable to our
stockholders
We may need to sell additional stock, borrow additional money, or enter
into new collaborative agreements both to fund operations until we become
profitable and to make capital investments. The timing and amount of our future
capital requirements will depend on many factors including those discussed in
this "Risk Factors" section.
We may not be able to raise money when we need it. If we fail to obtain
adequate funds when needed:
o we may delay or eliminate our research and development activities, or
other aspects of our business;
o we may have to license or sell our technologies on unfavorable terms;
or
o we may have to reduce or cease operations.
If we raise money by selling additional stock or borrowing additional
money, the terms may not be favorable and may be dilutive to our stockholders. A
debt financing may contain restrictive covenants, and, if we default, may
provide the lender with rights to some or all of our assets. For example, an
important covenant of our debt financing arrangements for the purchase and
improvement of our facility requires us to maintain at least $20 million of cash
and short-term investments. If our cash and short-term investments fall below
$20 million, we will be required to deposit with the lender cash collateral up
to, but not more than, the unpaid balance of the loan, which as of March 31,
1999 was $8.9 million.
There has been only very limited development and commercialization of
synthesized complex carbohydrates
We are developing synthetic processes to manufacture oligosaccharides, or
complex carbohydrates. We are using these manufacturing processes to discover,
develop, and commercialize complex carbohydrates for pharmaceutical,
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nutritional, and consumer uses. Most complex carbohydrates sold today are
derived from natural sources. There has been only very limited development and
commercialization of synthesized complex carbohydrates. We believe that
manufacturing limitations have been the primary barrier to further development
and commercialization of synthesized complex carbohydrates. Although we believe
that our technology will allow for this further development, we still may fail
to complete successfully all the other activities required to commercialize any
synthesized complex carbohydrate.
We may not be able to maintain or enter into new collaborative relationships
upon which we depend to become profitable
We have significant collaborative agreements with Johnson & Johnson,
Bristol-Myers Squibb Company, and Abbott Laboratories. Our strategy for the
development and commercialization of other product candidates includes entering
into further collaborative agreements with pharmaceutical and other companies.
The following discussion describes the significant terms and risks of each
current agreement.
Johnson & Johnson (McNeil Specialty Products Company)
Under our agreement with J&J, we are jointly developing novel technologies
for the efficient, large-scale manufacture of a particular class of complex
carbohydrates for human healthcare applications. Either party may terminate the
agreement upon sixty days prior notice.
The collaboration with J&J will require:
o intellectual property protection for the novel technology;
o manufacturing scale-up;
o compliance with regulatory requirements;
o successful sales and marketing of products manufactured using the
novel technology; and
o further agreement on the structure and financing of a large-scale
manufacturing facility and start-up operating expenses.
Our business, financial condition and results of operations will be
materially and adversely affected if the agreement is terminated, or if we
jointly fail to commercialize any products.
Bristol-Myers Squibb Company
In June 1998, we entered into an agreement with Bristol-Myers Squibb
Company to develop proprietary processes for the manufacture of complex
carbohydrates for two cancer vaccines being developed by Bristol-Myers. If we
complete milestones under the agreement, we will receive additional money. We
may not successfully complete the milestones according to the time frame
anticipated, if at all. Bristol-Myers may terminate the agreement upon ninety
days prior notice.
Even if we successfully complete development of these processes, and
fulfill all of our obligations to Bristol-Myers, either or both of these cancer
vaccines may not be clinically safe and effective, and Bristol-Myers may not
obtain regulatory approval to market either or both of these vaccines. If
Bristol-Myers decides to purchase any complex carbohydrates from us after
commercializing either of its vaccines, we will need to negotiate the terms of a
manufacturing supply agreement. Our business, financial condition, and results
of operations may be materially and adversely affected if:
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o we fail to complete successful development of these processes;
o Bristol-Myers fails to obtain regulatory approval to market either or
both of its cancer vaccines; or
o we fail to enter into a manufacturing supply agreement with
Bristol-Myers.
Abbott Laboratories
Under our agreements, Abbott Laboratories has the exclusive right to use
our technology to manufacture and commercialize, for nutritional purposes only,
any complex carbohydrate naturally found in breast milk. If Abbott
commercializes any products manufactured using our technology, Abbott will owe
us a commercialization fee and royalties. Abbott may terminate the agreements
upon sixty days prior notice, and upon termination, Abbott would have no further
payment obligations to us. At any time prior to the first commercial sale of any
product manufactured using our technology, Abbott has the option to make the
agreements non-exclusive.
We also have the option to make the agreements non-exclusive. If either
party makes the agreements non-exclusive, Abbott will not be required to pay a
$5 million fee otherwise due upon commercialization, and royalties payable by
Abbott would be reduced by 50%.
Abbott is completely responsible for developing, manufacturing, and
commercializing nutritional products under our agreements. The amount and timing
of resources Abbott commits to these activities are entirely within its control.
We do not know or control if or when Abbott will commercialize any products
under the agreements. Our business, financial condition, and results of
operations may be materially and adversely affected if Abbott fails to
commercialize any products manufactured using our technology.
Our success depends upon our patents and other intellectual property
Our success will depend in part on our ability to obtain patent protection
for our products and manufacturing processes, preserve our trade secrets, and
operate without infringing the proprietary rights of other parties. Because of
the substantial length of time and expense associated with bringing new products
through development to the marketplace, the pharmaceutical, and biotechnology
industries place considerable importance on obtaining and maintaining patent and
trade secret protection for new technologies, products, and processes.
We own patents and patent applications and have licensed patents and patent
applications from a number of universities. If we commercialize any products
manufactured by use of technology licensed in from another party, we will be
required to make payments as specified in the applicable license agreement. Our
business, financial condition, and results of operations may be materially and
adversely affected if any of these agreements are terminated.
Under our agreements, we depend on licensors or collaborators to prosecute
patents and protect our intellectual property. Patent applications that we have
filed or licensed may not result in issued patents. Issued patents that we own
or have licensed may be challenged and invalidated. Our patents may not be
adequate to prevent others from engaging in activities for which we have sought
proprietary protection. In addition, others may obtain patents that prevent the
manufacture or sale of one or more of our products.
Defense and prosecution of patent claims can be expensive and
time-consuming, regardless of whether the outcome is favorable to us. We may be
required to divert substantial financial, management, and other resources from
our other activities. An adverse outcome could:
o subject us to significant liabilities to third parties;
o require us to seek licenses from third parties; or
o require us to cease any related research and development,
manufacturing activities, or product sales.
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If we need to seek a license from another party, the other party may be
unwilling to license technology to us on acceptable terms. In addition, the laws
of some countries may not adequately protect our intellectual property.
In addition to patents and patent applications, we depend upon trade
secrets and proprietary know-how. To help protect our rights, we require all
employees, consultants, advisors, and collaborators to enter into
confidentiality agreements that prohibit the disclosure of confidential
information to any other parties. We require that our employees and consultants
disclose and assign to us their ideas, developments, discoveries, and
inventions. These agreements may not, however, provide adequate protection for
our trade secrets, know-how, or other proprietary information in the event of
any unauthorized use or disclosure.
Some of our management and scientific personnel have been recruited from
pharmaceutical companies and academic institutions. In some cases, these
individuals may be continuing research in the same areas with which they were
involved prior to joining us. As a result, we could be subject to allegations of
violation of trade secrets and similar claims.
Clinical trials for our pharmaceutical product candidates will be expensive and
their outcome is uncertain
Our product candidates may fail to demonstrate safety and efficacy in
clinical trials. Any failure in the clinical trial process, or problems arising
with any product after obtaining regulatory approval, may impede our ability to
obtain additional financing and will materially and adversely affect our
business, financial condition, and results of operations.
Before obtaining regulatory approvals for the sale of any pharmaceutical
products, we must demonstrate that our product candidates are safe and effective
for humans. We will incur substantial expense for, and devote a significant
amount of time to, preclinical testing and clinical trials.
Completion of clinical trials may take several years or more. Historically,
the results from preclinical testing and early clinical trials have often not
been predictive of results obtained in later clinical trials. A number of
potential drugs have shown promising results early in clinical trials, but
subsequently failed to generate sufficient safety and efficacy data to obtain
necessary regulatory approvals. In addition, changes in regulatory policy during
the period of product development could lead to regulatory delays or rejections.
Two of our product candidates, NE-1530 for treatment of pediatric ear
infections and NE-0080 for treatment of gastritis and peptic ulcers, are
currently in clinical trials. Clinical trials of these, or any other potential
pharmaceutical product candidates, may not demonstrate sufficient safety and
efficacy to obtain the requisite regulatory approvals. Regulatory authorities
may not permit us to conduct any additional clinical trials for our product
candidates.
Our other pharmaceutical product candidates are in preclinical development.
We have not submitted investigational new drug applications, and as a result
have not begun clinical trials for these product candidates. We may not
successfully complete preclinical or clinical development of any of our
pharmaceutical product candidates.
We have limited experience in designing, conducting, and managing clinical
trials. We rely on third parties to assist us in managing, monitoring, and
conducting clinical trials. We may enter into collaborative arrangements that
provide for a collaborator to assume responsibility for future clinical
development and obtaining regulatory approvals. If third parties or potential
collaborators fail to perform under our agreements with them, our clinical
trials may be delayed or stopped prior to completion.
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We are subject to extensive government regulation and we may not obtain
regulatory approvals
Our products and our manufacturing and research activities are subject to
varying degrees of regulation by a number of government authorities in the
United States and other countries. The development, manufacture, marketing, and
sale of each of our product candidates are subject to one of the following
regulatory review processes:
o pharmaceutical--new drug application
o infant formula additive--new infant formula submission
o foods and food ingredients--either self-affirmed to be generally
recognized as safe (GRAS) or food additive petition process
Generally, pharmaceuticals are regulated more rigorously than foods and
food ingredients. Infant formula additives are special types of food ingredients
that are regulated more rigorously than most other types of food ingredients. We
may not obtain the appropriate regulatory approval for any of our products.
Regulation of pharmaceutical product candidates
We are developing three compounds as potential pharmaceutical products, of
which two are in clinical trials. In addition, we are developing proprietary
processes for the manufacture of complex carbohydrates for two cancer vaccines
being developed by Bristol-Myers Squibb Company. Our pharmaceutical product
candidates, as well as the Bristol-Myers vaccines, must undergo an extensive
regulatory approval process before commercialization. This process, which is
regulated by the FDA and by comparable agencies in other countries, generally
requires:
o expensive and time-consuming preclinical studies and clinical trials
of each compound to establish its safety and effectiveness;
o compliance with FDA good laboratory, clinical, and manufacturing
practices during testing and manufacturing;
o many years, if ever, until regulatory approval is obtained; and
o continued FDA oversight of product and promotion after marketing
approval is obtained.
If we fail to comply with all applicable regulatory requirements, we may be
subject to delays or regulatory action, including:
o warning letters;
o fines;
o product recalls or seizures;
o injunctions;
o refusal of the FDA to complete review of pending market approval
applications or supplements to approval applications;
o total or partial suspension of production;
o refusal to approve new drug or other approval applications or
supplements;
o withdrawal of previously approved product approvals;
o civil penalties; and
o criminal prosecution.
We have not submitted, and we may never submit, any of our pharmaceutical
product candidates for marketing approval to the FDA, or any other regulatory
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authority. In addition, Bristol-Myers, which is responsible for all regulatory
activities relating to its vaccines, has not submitted, and may not ever submit,
its vaccines for marketing approval to the FDA, or any other regulatory
authority.
If any products manufactured using our technology are submitted for
regulatory approval, they may not be able to gain either the approvals necessary
for commercialization or the desired labeling claims. Any delay in gaining, or
failure to gain, these approvals would adversely affect our ability to generate
product revenues or royalties. Even if all approvals are granted, these
approvals may entail commercially unacceptable limitations on the labeling
claims. Even if granted desired labeling claims, a marketed drug or compound and
the manufacturer are subject to continual review and inspection. Later discovery
of previously unknown problems with a product or manufacturer may result in
restrictions or regulatory action against the product or manufacturer, including
withdrawal of the product from the market. Additional governmental regulations
may delay or alter regulatory approval of our potential products. We cannot
predict the impact of adverse governmental action that might arise from future
legislative and administrative action.
Regulation of infant formula additives
Abbott Laboratories is using our technology to develop a complex
carbohydrate as a potential nutritional additive to infant formula. This
potential infant formula additive is identical to a naturally occurring
carbohydrate found in mothers' milk. As with any additive to infant formula,
this proposed additive must undergo rigorous safety testing, and is subject to
intensive regulation.
The manufacture, composition, and labeling of infant formulas are subject
to the provisions of the United States Infant Formula Act. Prior to
commercializing any potential infant formula additive, an infant formula
manufacturer must demonstrate that its potential additive:
o is generally recognized as safe (GRAS) either by previous regulation
of the FDA, or is self-affirmed as GRAS by the infant formula
manufacturer; or
o is the subject of an approved food additive petition.
Under our agreements, Abbott is responsible for all regulatory activities
relating to the infant formula additive. Abbott has not yet made, nor may ever
make, any filings with the FDA to propose inclusion of an infant formula
additive manufactured using our technology. Abbott's efforts to commercialize
any infant formula additives manufactured using our technology may be materially
and adversely affected if Abbott does not self-affirm the GRAS status of its
potential infant formula additive.
In addition, at the request of the FDA, the Life Science Research
Organization is conducting a thorough review of potential nutrients in infant
formula, including oligosaccharides like the one being developed by Abbott using
our technology. The timing of, or the recommendations (if adopted by the FDA)
resulting from, that review may materially and adversely affect Abbott's efforts
to commercialize any infant formula additives manufactured using our technology.
Regulation of foods and food ingredients
The initial product to be manufactured in collaboration with Johnson &
Johnson will be regulated as a food ingredient. Foods and food ingredients are
subject to the provisions of the federal Food, Drug and Cosmetic Act. Food
ingredients are broadly defined as any substances that may become a component,
or otherwise affect the characteristics, of food. Food ingredients are regulated
either as substances generally recognized as safe (GRAS) or as food additives.
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Johnson & Johnson is responsible for all regulatory activities relating to
any products manufactured using our joint technology. J&J has informed us that
it intends to self-affirm as GRAS the initial product to be manufactured using
the joint technology. If J&J is unable to make this affirmation, and is required
to file a food additive petition to obtain FDA approval for use of the compound
as a food ingredient, our business, financial condition, and results of
operations will be materially and adversely affected.
Food ingredients that are GRAS are excluded from the definition of food
additives. The FDA has affirmed by regulation a number of substances as GRAS,
although it is not required that a substance be affirmed as GRAS by regulation
of the FDA in order to be GRAS. A manufacturer may self-affirm a substance as
GRAS by making an independent determination that qualified experts would
generally agree that the substance is GRAS for a particular use. If the FDA
disagrees with a determination, the manufacturer must complete the food additive
petition process for the substance to be approved by the FDA.
Food ingredients that are not GRAS are regulated as food additives. All new
food additives require FDA approval prior to commercialization. Information
supporting the safety of a food additive is submitted to the FDA in the form of
a food additive petition. The food additive petition process is generally
expensive and lengthy. Commercialization of the food additive, if permitted by
the FDA, often occurs several years after the petition is submitted to the FDA.
If a food additive petition is submitted, the FDA may choose to reject the
petition or deny any desired labeling claims. Furthermore, the FDA may require
the establishment of regulations that necessitate costly and time-consuming
compliance procedures.
We are exposed to competition from many sources
Several companies are producing by enzymatic and other means a limited
number of oligosaccharides and oligosaccharide precursors. Our competitors may
successfully develop technologies and products that are more effective than our
technologies, or that would render our technology or products or both obsolete
or noncompetitive. If we are unable to compete against our competitors, our
business, financial condition, and results of operations could be materially
and adversely affected.
Our potential competitors include nutritional products companies,
pharmaceutical companies, chemical companies, biotechnology companies, food
companies, and consumer companies. Many of these companies have more:
o financial, scientific, and technical resources;
o manufacturing and marketing capabilities;
o experience conducting preclinical studies and clinical trials of new
products; and
o experience in obtaining regulatory approvals for
products.
We have limited commercial manufacturing capability or experience
We intend to manufacture complex carbohydrates. We have limited resources
and capability to manufacture some of our products on a commercial scale. To
commercialize our products, we must manufacture our products in commercial
quantities under current good manufacturing practices prescribed by the FDA, and
at acceptable costs. Our existing facility is not adequate for large-scale,
commercial manufacturing of all our products. Therefore, we will need to develop
commercial-scale manufacturing facilities meeting good manufacturing practices,
or depend on our collaborators, licensees, or contract manufacturers for the
commercial manufacture of our potential products.
Additional manufacturing facilities will require additional funds,
additional personnel, and compliance with applicable regulations. We may not be
able to design, build, or operate additional facilities to manufacture products
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in commercial quantities for sale at competitive prices. In addition to the
normal scale-up risks associated with any manufacturing process, there may be
unanticipated problems unique to carbohydrate manufacture.
We have no marketing or sales capability or experience
We have no experience or capability in marketing, distributing, or selling
products. We will have to develop a sales force or rely on our collaborators,
licensees, or arrangements with others to provide for the marketing,
distribution, and sales of any products we commercialize. We may not be able to
establish marketing, distribution, and sales capabilities, or make arrangements
with third parties to perform such activities on acceptable terms. If we enter
into marketing and sales arrangements with other companies, our revenues, if
any, will depend on the efforts of others. Their efforts may not be successful,
and therefore our revenues, if any, may be limited.
If we fail to enter into arrangements with others, we will need to develop
a marketing and sales force, which may need to be substantial in size, to
achieve commercial success for any product candidate. We may not successfully
develop marketing and sales experience or have sufficient resources to do so. If
we do develop such capabilities, we will compete with other companies that have
experienced and well-funded marketing and sales operations. If we fail to
establish successful marketing and sales capabilities or fail to enter into
successful marketing arrangements with third parties, our business, financial
condition, and results of operations will be materially and adversely affected.
We may be subject to product liability claims which are not covered by insurance
We may experience financial losses in the future due to product liability
claims. The use of any of our product candidates in clinical trials, and the
sale of any approved products, may expose our collaborators or us to liability
claims resulting from such use or sale of our products. We have no product
liability insurance coverage for our clinical trials. We may not be able to
obtain insurance coverage at a reasonable cost or in sufficient amounts to
protect us against losses.
We use hazardous materials in our operations
We may be required to incur significant costs to comply with environmental
laws, rules, regulations, and policies. Current or future environmental laws,
rules, regulations, and policies may materially and adversely effect our
business, financial position, and results of operations. Our research and
development processes involve the controlled use of hazardous materials,
chemicals, and radioactive compounds.
We store radioactive materials and various wastes in our facility. The risk
of accidental injury or contamination from these materials cannot be entirely
eliminated. We do not maintain a separate insurance policy for these types of
risks. In the event of an accident or environmental discharge, we may be held
liable for any resulting damages, which may exceed our financial resources and
may materially and adversely effect our business, financial position, and
results of operations. We may incur substantial additional costs to comply with
environmental regulations as we develop additional manufacturing capacity.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements that address, among
other things, increase of losses, success, and profitability of the business,
necessity to sell additional securities, liquidity, and availability of
additional funding sources, development, and commercialization of our products,
continuation of collaboration with important business partners, dependence on
licensors, protection of intellectual property in foreign countries, ability to
obtain regulatory approvals for our products, development of commercial-scale
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manufacturing facilities and development of marketing and sales experience.
These statements may be found in the sections of this prospectus entitled "Risk
Factors" and in this prospectus generally. Our actual results could differ
materially from those anticipated in these forward-looking statements as a
result of various factors, including all the risks discussed in "Risk Factors"
on page 3 and elsewhere in this prospectus.
USE OF PROCEEDS
The proceeds from the sale of the common stock offered pursuant to this
prospectus are solely for the account of the selling stockholders. We will not
receive any proceeds from the sale of these shares of common stock.
WHERE CAN YOU FIND MORE INFORMATION
This prospectus is part of a registration statement on Form S-3 that we
filed with the SEC. Some information in the registration statement has been
omitted from this prospectus in accordance with the SEC rules. We file annual,
quarterly, and special reports, proxy statements, and other information with the
SEC. You can read and copy the registration statement as well as reports, proxy
statements, and other information we have filed with the SEC at the public
reference room maintained by the SEC at 450 Fifth Street, NW, Washington, D.C.
20549. You can call the SEC at 1-800-SEC-0330 for further information about the
public reference room. We are also required to file with the SEC electronic
versions of these documents, which may be accessed through the SEC's World Wide
Web site at http://www.sec.gov. Our common stock is quoted on The Nasdaq
National Market. Reports, proxy and information statements, and other
information concerning our company may be inspected at The Nasdaq Stock Market
at 1735 K Street, NW, Washington, D.C. 20006.
The SEC allows us to "incorporate by reference" the information we have
previously filed with them, which means we can disclose important information by
referring you to those documents. All information that we have incorporated by
reference is available to you in accordance with the above paragraph.
Information that we file with the SEC subsequent to the date of this prospectus
will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
until the selling stockholders have sold all the shares.
The following documents filed with the SEC (File No. 0-27718) are
incorporated by reference in this prospectus:
o Our Annual Report on Form 10-K for the year ended December 31, 1998.
o Our Quarterly Report on Form 10-Q for the quarterly period ended March
31, 1999.
o Our reports on Forms 8-K dated January 8, 1999 and July 14, 1999.
o Our definitive Proxy Statement dated April 30, 1999, filed in
connection with our 1999 Annual Meeting of Stockholders.
o The description of our common stock set forth in our registration
statement on Form 8-A, filed with the SEC on October 1, 1997,
including any amendment or reports filed for the purpose of updating
such description.
We will furnish without charge to you, on written or oral request, a copy
of any or all of the documents incorporated by reference, including exhibits to
these documents. You should direct any requests for documents to A. Brian Davis,
Director, Finance, Neose Technologies, Inc., 102 Witmer Road, Horsham,
Pennsylvania 19044, (215) 441-5890.
11
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information known to us regarding
the beneficial ownership of the common stock of each selling stockholder as of
July 27, 1999 and as adjusted to give effect to the sale of the shares offered
hereby. The shares are being registered to permit public secondary trading of
the shares, and the selling stockholders may offer the shares for resale from
time to time. See "Plan of Distribution" on page 13. The selling stockholders
acquired from us all of the shares being offered hereby in private placement
transactions pursuant to purchase agreements, dated as of June 25, 1999, at a
purchase price per share of $9.50. We cannot assure you that the selling
stockholders will sell any or all of the shares.
<TABLE>
<CAPTION>
Beneficial Ownership
After Offering
Number of Shares --------------------
Beneficially Owned Number of Shares Number of
Name of Selling Stockholder Prior to Offering Being Offered Shares Percent
- --------------------------- ------------------ ----------------- ---------- -------
<S> <C> <C> <C> <C>
Aries Domestic Fund II, L.P. 5,683 5,263 420 *
Aries Domestic Fund, L.P. 72,953 31,053 41,900 *
The Aries Master Fund 172,684 73,684 99,000 *
Peter and Donna Kash 43,860 10,526 33,334 *
M. D. Sabbah 188,000 105,000 83,000 *
Nomura Bank (Switzerland) 105,263 105,263 0 *
The Holding Company 52,632 52,632 0 *
Drax Holdings, LP 229,126 210,526 18,600 *
Deephaven Opportunity Master 105,263 105,263 0 *
William F. Hamilton (3) 91,973 18,000 73,973 *
D. J. MacMaster, Jr. (3) 72,724 20,000 52,724 *
The Sears Living Trust 21,324 3,400 17,924 *
Michael S. Weisbach, Custodian 2,000 2,000 0 *
for Richard L. Weisbach and
Beth Abagail Weisbach
David A. Weisbach, Custodian 1,000 1,000 0 *
for Mara R. Weisbach
P. Sherrill Neff (1) (3) 248,137 2,000 246,137 2.1%
Stephen A. Roth (2) (3) 355,642 1,000 354,642 3.1%
MRL Partners LP 500,759 500,759 0 *
MHR Capital Partners LP 210,526 210,526 0 *
OTT LLC 42,105 42,105 0 *
</TABLE>
- -----------------------
* less than one percent
(1) includes 1,000 shares of common stock owned by Mr. Neff's wife.
(2) includes 100,000 shares of common stock owned by Dr. Roth's wife and 15,758
shares of common stock owned by Dr.Roth's daughter.
(3) includes the following shares of common stock issuable under stock options
that are exercisable within 60 days of July 27, 1999: Hamilton - 51,889
shares; MacMaster - 36,890 shares; Neff - 235,000 shares; Roth - 143,333
shares.
12
<PAGE>
The following selling stockholders have a material relationship with us:
o Paramount Capital Asset Management, Inc. is the investment manager of
The Aries Master Fund and the general partner of each of the Aries
Domestic Fund, L.P. and the Aries Domestic Fund II, L.P. Lindsay A.
Rosenwald, M.D., one of our directors, is the chairman and sole
shareholder of Paramount Capital Asset Management, Inc. Dr. Rosenwald
and Paramount Capital may be deemed to have voting and investment
control over the securities of the issuer owned by the three Aries
funds under Rule 16a-(a)(1) of the Securities Exchange Act of 1934.
Paramount Capital Asset Management, Inc. and Dr. Rosenwald disclaim
beneficial ownership of the securities held by the three Aries funds,
except to the extent of their pecuniary interest therein. Dr.
Rosenwald is also the chairman and sole stockholder of Paramount
Capital, Inc., which acted as finder in the private offering in which
the selling stockholders purchased the shares covered by this
prospectus.
o Peter Kash has entered into a consulting agreement with us to provide
services with respect to business development and investor relations.
Mr. Kash is also the Senior Managing Director of Paramount Capital,
Inc.
o William F. Hamilton is one of our directors.
o Douglas J. MacMaster, Jr. is one of our directors.
o Lowell E. Sears, one of our directors, serves as trustee of The Sears
Living Trust.
o Michael S. Weisbach and David A. Weisbach are the sons of Jerry A.
Weisbach who is one of our directors.
o P. Sherrill Neff serves as our President and Chief Financial Officer,
and is one of our directors. Mr. Neff disclaims beneficial ownership
of the shares held by his wife.
o Stephen A. Roth serves as Chairman and Chief Executive Officer, and is
one of our directors. Dr. Roth disclaims beneficial ownership of the
shares held by his wife and daughter.
o MHR Capital Partners LP, MRL Partners LP and OTT LLC, all of which are
investment funds, are directly or indirectly managed by Mark H.
Rachesky, M.D., one of our directors.
PLAN OF DISTRIBUTION
The shares offered hereby by the selling stockholders may be sold from time
to time by the selling stockholder, or by pledgees, donees, transferees, or
other successors in interest. Such sales may be made on one or more exchanges or
in the over-the-counter market (including the Nasdaq National Market of The
Nasdaq Stock 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 methods, including,
without limitation:
o a block trade in which the broker-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;
o purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus;
o ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
o face-to-face transactions between the selling stockholder and
purchasers without a broker-dealer.
In effecting sales, brokers or dealers engaged by the selling stockholder
may arrange for other brokers or dealers to participate. Such brokers or dealers
may receive commissions or discounts from the selling stockholder in amounts to
be negotiated immediately prior to the sale. Such brokers or dealers and any
13
<PAGE>
other participating brokers or dealers may be deemed to be "underwriters" within
the meaning of the Securities Act, in connection with such sales. In addition,
any securities covered by this prospectus that qualify for sale pursuant to Rule
144 might be sold under Rule 144 rather than pursuant to this prospectus.
Upon us being notified by a selling stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplemented prospectus will
be filed, if required, pursuant to Rule 424(c) under the Securities Act,
disclosing:
o the name of each such broker-dealer,
o the number of shares involved,
o the price at which such shares were sold,
o the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
o that such broker-dealer(s) did not conduct any investigation to verify
the information set out or incorporated by reference in this
prospectus, as supplemented, and
o other facts material to the transaction.
We are bearing all costs relating to the registration of the shares (other
than fees and expenses, if any, of counsel or other advisers to the selling
stockholders). Any commissions, discounts or other fees payable to
broker-dealers in connection with any sale of the shares will be borne by the
selling stockholder selling such shares.
The selling stockholders and any other persons participating in the sale or
distribution of the shares will be subject to applicable provisions of the
Exchange Act and the rules and regulations under such act, including, without
limitation, Regulation M. These provisions may restrict certain activities of,
and limit the timing of purchases and sales of any of the shares by, the selling
stockholders or any other such person. Furthermore, under Regulation M, persons
engaged in a distribution of securities are prohibited from simultaneously
engaging in market making and certain other activities with respect to such
securities for a specified period of time prior to the commencement of such
distributions, subject to specified exceptions or exemptions. All of these
limitations may affect the marketability of the shares.
We have agreed to indemnify the selling stockholders in certain
circumstances, against certain liabilities, including liabilities arising under
the Securities Act. Each selling stockholder has agreed to indemnify us and our
directors, and our officers who sign the registration statement against certain
liabilities, including liabilities arising under the Securities Act.
LEGAL OPINION
The validity of the shares of common stock offered hereby will be passed
upon for us by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania.
EXPERTS
The financial statements contained in our Annual Report on Form 10-K,
incorporated by reference in this prospectus, have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their report with
respect thereto, and are incorporated herein by reference in reliance upon the
authority of said firm as experts in accounting and auditing.
No dealer, salesman, or other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized by us or the selling stockholders. This
prospectus does not constitute an offer to sell or a solicitation of an offer to
buy to any person in any jurisdiction in which such offer or solicitation would
14
<PAGE>
be unlawful or to any person to whom it is unlawful. Neither the delivery of
this prospectus nor any offer or sale made hereunder shall, under any
circumstances, create any implication that there has been no change in our
affairs or that information contained herein is correct as of any time
subsequent to the date hereof.
15
<PAGE>
================================================================================
================================================================================
================================================================================
1,500,000 SHARES
NEOSE TECHNOLOGIES, INC.
COMMON STOCK
---------------
PROSPECTUS
---------------
____ __, 1999
================================================================================
16
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table shows the estimated expenses of the issuance and
distribution of the securities offered hereby.
SEC registration fee $ 4,170
Nasdaq listing fee 7,500
Legal fees and expenses 25,000
Printing and engraving expenses 500
Accounting fees and expenses 500
Miscellaneous 1,000
-------
Total $38,670
Item 15. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law ("Section 145") permits
indemnification of directors, officers, agents and controlling persons of a
corporation under certain conditions and subject to certain limitations. Section
145 empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he is or was a director, officer or agent of the
corporation or another enterprise if serving at the request of the corporation.
Depending on the character of the proceeding, a corporation may indemnify
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred in connection with such action,
suit or proceeding if the person indemnified acted in good faith and in a manner
he reasonably believed to be in or not opposed to, the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. In the case of an action
by or in the right of the corporation, no indemnification may be made with
respect to any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine that despite the adjudication of liability such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper. Section 145 further provides that to the extent a director, officer,
employee or agent of a corporation has been successful in the defense of any
action, suit or proceeding referred to above or in the defense of any claim,
issue or matter therein, he shall be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith. Section 6 of Article 7 of Neose's Amended and Restated By-laws
provides to the fullest extent permitted by Section 145 of the Delaware General
Corporation Law for the indemnification of each person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative, by
reason of the fact that he or she is or was, or has agreed to become, a director
or officer of the corporation, or is or was serving, or has agreed to serve, at
the request of the corporation, as a director, officer or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan), or by reason of any
action alleged to have been taken or omitted in such capacity, against all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person or on such person's
behalf in connection with such action, suit or proceeding and any appeal
therefrom.
II-1
<PAGE>
Item 16. List of Exhibits
The exhibits filed as part of this registration statement are as follows:
Exhibit
Number Description
- ------- -----------
5.1** Opinion of Morgan, Lewis & Bockius LLP regarding legality of
securities being registered.
23.1** Consent of Morgan, Lewis & Bockius (included in its opinion filed
as Exhibit 5.1 hereto).
23.2** Consent of Arthur Andersen LLP.
24.1** Powers of Attorney (included as part of signature page hereof).
99.1* Form of Purchase Agreement dated as of June 25, 1999 between Neose
Technologies, Inc. and the purchasers set forth on the signature
pages thereto.
99.2* Amended and Restated Purchase Agreement dated as of June 25, 1999
between Neose Technologies, Inc. and the purchasers set forth on
the signature pages thereto.
- ---------------
* Previously filed.
** Filed herewith.
Item 17. Undertakings
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
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 its Restated Certificate of Incorporation, its By-laws,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against a public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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
II-2
<PAGE>
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
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 Horsham, state of Pennsylvania, on July 28, 1999.
NEOSE TECHNOLOGIES, INC.
By: /s/ P. Sherrill Neff
-------------------------------------
P. Sherrill Neff
President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by or on behalf of the following
persons in the capacities and on the dates indicated.
Each person, in so signing also makes, constitutes, and appoints Stephen A.
Roth, Chief Executive Officer of Neose, and P. Sherrill Neff, President and
Chief Financial Officer of Neose, and each of them acting alone, as his true and
lawful attorneys-in-fact, with full power of substitution, in his name, place,
and stead, to execute and cause to be filed with the Securities and Exchange
Commission any or all amendments to this report.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Stephen A. Roth Chief Executive Officer and Chairman July 28, 1999
- ----------------------------- of the Board (Principal Executive
Stephen A. Roth Officer)
/s/ P. Sherrill Neff President, Chief Financial Officer, July 28, 1999
- ----------------------------- and Director (Principal Financial
P. Sherill Neff and Accounting Officer)
/s/ William F. Hamilton Director July 28, 1999
- -----------------------------
William F. Hamilton
/s/ Douglas J. MacMaster, Jr. Director July 28, 1999
- -----------------------------
Douglas J. MacMaster, Jr.
/s/ Mark H. Rachesky Director July 28, 1999
- -----------------------------
Mark H. Rachesky
/s/ Lindsay A. Rosenwald Director July 28, 1999
- -----------------------------
Lindsay A. Rosenwald
/s/ Lowell E. Sears Director July 28, 1999
- -----------------------------
Lowell E. Sears
/s/ Jerry A. Weisbach Director July 28, 1999
- -----------------------------
Jerry A. Weisbach
</TABLE>
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Document Page Number
- ------- -------- -----------
<S> <C> <C>
5.1** Opinion of Morgan, Lewis & Bockius regarding legality of
securities being registered.
23.1** Consent of Morgan, Lewis & Bockius (included in its opinion
filed as Exhibit 5.1 hereto).
23.2** Consent of Arthur Andersen LLP.
24.1** Powers of Attorney (included as part of signature page
hereof).
99.1* Purchase Agreement dated as of June 25, 1999 between Neose
Technologies, Inc. and the purchasers set forth on the
signature pages thereto.
99.2* Amended and Restated Purchase Agreement dated as of June 25,
1999 between Neose Technologies, Inc. and the purchasers set
forth on the signature pages thereto.
- ---------------
</TABLE>
* Previously filed.
** Filed herewith.
Exhibit 5.1
July 27, 1999
Neose Technologies, Inc.
102 Witmer Road
Horsham, PA 19044
Re: Neose Technologies, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
As counsel to Neose Technologies, Inc., a Delaware corporation (the "Company"),
we have assisted in the preparation of the subject Registration Statement on
Form S-3, as amended (the "Registration Statement"), to be filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to the shelf registration of 1,500,000 shares of the
Company's common stock (the "Shares") sold in a private offering to the selling
stockholders.
In rendering the opinion set forth below, we have reviewed (a) the Registration
Statement; (b) the Certificate of Incorporation, as amended, and Bylaws, as
amended, of the Company, as in effect on the date hereof; (c) certain records of
the Company's corporate proceedings as reflected in its minute books; and (d)
such records, documents, statutes and decisions as we have deemed relevant. In
our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity
with the original of all documents submitted to us as copies thereof.
The opinion set forth below is limited to the General Corporation Law of the
State of Delaware, as amended.
Based upon the foregoing, we are of the opinion that the Shares are validly
issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to our firm under the heading "Legal Opinion" in
the Registration Statement. In giving such opinion, we do not thereby admit that
we are acting within the category of persons whose consent is required under
Section 7 of the Act or the rules or regulations of the Securities and Exchange
Commission thereunder.
Very truly yours.
/s/ Morgan, Lewis & Bockius LLP
Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
To Neose Technologies, Inc.:
As independent public accountants, we hereby consent to the incorporation by
reference in this S-3 Registration Statement of our report dated March 30, 1999
included in Neose Technologies, Inc.'s Form 10-K for the year ended December 31,
1998 and to all references to our firm included in this Registration Statement.
/s/ Arthur Andersen LLP
Philadelphia, Pa.
July 26, 1999
