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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER , 1999
REGISTRATION NO. 333-89155
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ENAMELON, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 7 CEDAR BROOK DRIVE 13-3669775
(STATE OR OTHER JURISDICTION OF CRANBURY, NEW JERSEY 08512 (I.R.S. EMPLOYER
INCORPORATION) TELEPHONE: (609) 395-6900 IDENTIFICATION NO.)
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)
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DR. STEVEN R. FOX
CHIEF EXECUTIVE OFFICER
ENAMELON, INC.
7 CEDAR BROOK DRIVE
CRANBURY, NEW JERSEY 08512
TELEPHONE: (609) 395-6900
TELECOPIER: (609) 395-7137
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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A COPY OF ALL COMMUNICATIONS, INCLUDING COMMUNICATIONS SENT TO THE AGENT FOR
SERVICE SHOULD BE SENT TO:
JACK BECKER, ESQ.
SNOW BECKER KRAUSS P.C.
605 THIRD AVENUE
NEW YORK, N.Y. 10158-0125
TELEPHONE: (212) 687-3860
TELECOPIER: (212) 949-7052
APPROXIMATE DATE 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 or
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, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, 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. [ ]
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CALCULATION OF REGISTRATION FEE
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AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
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Common Stock, $.001 par value.... 2,300,000(2) $1.00(3) $2,300,000(3) $640
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Common Stock, $.001 par value.... 1,410,000(2) $.39(4) $549,900(4) $153
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Total............................ $793(5)
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
(2) Represents shares that the selling securityholders named herein may acquire
upon conversion of 70 shares of the Registrant's Series B Convertible
Preferred Stock. This number includes an indeterminate number of shares that
may become issuable in the event of a stock split, stock dividend or similar
transaction involving the Common Stock pursuant to the antidilution
provisions of the Series B Convertible Preferred Stock.
(3) Calculated solely for the purpose of determining the registration fee
pursuant to Rule 457(g)(3) based on the closing price of the Registrant's
Common Stock on the Nasdaq National Market on October 6, 1999.
(4) Calculated solely for the purpose of determining the registration fee
pursuant to rule 457(g)(3) based on the closing price of the Registrant's
Common Stock on NASD's OTC Bulletin Board on November 2, 1999
(5) Of this amount the fee of $640 for 2,300,000 shares of common stock was paid
upon the filing on October 15, 1999 of Registration Statement
No. 333-89155 and the remaining $153 is being paid with this new
Registration Statement.
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, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
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EXPLANATORY NOTE
In accordance with Rule 429 under the Securities Act of 1933, as amended,
the prospectus included in this Registration Statement relates to the resale by
the selling securityholders of:
1. An aggregate of 3,710,000 shares of common stock subject to this
Registration Statement.
2. An aggregate of 4,553,000 shares of common stock subject to the
Registrant's Registration Statement on Form S-3 (Registration No.
333-70731), declared effective on June 18, 1999, which included shares
that the selling securityholders have acquired or may acquire upon
conversion of the Registrant's Series B Convertible Preferred stock, of
which approximately 454,596 shares remain available as of November 2,
1999.
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SUBJECT TO COMPLETION, DATED NOVEMBER , 1999
PRELIMINARY PROSPECTUS
2,199,146
ENAMELON, INC.
COMMON STOCK
HFTP Investments LLC, Fisher Capital Ltd., and Wingate Capital Ltd.
seperately are offering up to 2,199,146 shares of the common stock of Enamelon,
Inc.
Our common stock is quoted on NASD's Electronic Bulletin Board under the
symbol "ENML." On November 1, 1999 the closing sale price of one share of our
common stock on the NASD'S OTC Bulletin Board was $0.50.
OUR COMMON STOCK IS A SPECULATIVE INVESTMENT AND INVOLVES A HIGH DEGREE OF
RISK. YOU SHOULD READ THE DESCRIPTION OF CERTAIN RISKS UNDER THE CAPTION "RISK
FACTORS" COMMENCING ON PAGE 1 BEFORE PURCHASING OUR COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED WHETHER
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is November , 1999
INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SELLING SECURITYHOLDERS 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 IT IS NOT SOLICITING AN OFFER TO BUY NOR SHALL THERE BE ANY SALE
OF THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS PROHIBITED.
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TABLE OF CONTENTS
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PAGE
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Information About Enamelon.................................. 1
Risk Factors................................................ 1
Forward-Looking Statements.................................. 7
Selling Securityholders..................................... 8
Plan of Distribution........................................ 9
How to Obtain Additional Information About Enamelon......... 10
Information Incorporated by Reference....................... 10
Legal Matters............................................... 11
Experts..................................................... 11
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INFORMATION ABOUT ENAMELON
At Enamelon, Inc., we develop and market over-the-counter oral care
products that help stop cavities before they begin. Our initial product,
Enamelon(R) all-family toothpaste, uses our proprietary technologies to enhance
tooth remineralization. Our second product, Enamelon(R) Calcium Whitening
System(TM) toothpaste, uses our proprietary technologies to whiten teeth as it
strengthens and remineralizes them. We intend to use our proprietary
technologies, which include patented remineralizing technologies licensed from
the American Dental Association Health Foundation, to develop other
remineralizing products, such as a toothpaste for sensitive teeth, a mouthwash,
chewing gum, and other food and confectionery products.
We launched Enamelon(R) all-family toothpaste nationally in the first
quarter of 1998 and Enamelon(R) Calcium Whitening System(TM) toothpaste in the
first quarter of 1999. We have received governmental approval to sell our
toothpastes in Canada and are also exploring distribution of our toothpastes in
other countries.
On June 4, 1999, we announced organizational changes to refocus our
marketing efforts and reduce our overhead with the intention of lowering
operating costs. We are changing the balance of our marketing efforts, with
increased focus on targeting dental professionals to increase their awareness of
our products and reduced focus on consumer mass media. We are also concentrating
our research and development expenditures on obtaining the American Dental
Association Seal of Approval for our all-family toothpaste and continuing
clinical studies of our remineralization technology. Consistent with this
reorganization, we reduced our staff from 50 employees to approximately 30
employees. We believe that if we maintain our current annual sales level, these
actions will help us to approach break even on a cash basis, which should
enhance our opportunities for additional financing and position us for future
growth. We are, however, seeking financing to meet our future cash requirements.
If we do not obtain additional financing, we will have to further curtail, or
cease, our operations, and we may be required to seek protection under federal
bankruptcy laws.
On July 29, 1999, we obtained a three-year, $7.5 million credit facility
from The CIT Group/Credit Finance, Inc. The $7.5 million facility consists of a
$4 million revolving line of credit, a $1 million term loan and a $2.5 million
line to be used for future capital expenditures. We can draw advances against
the line of credit based on eligible accounts and inventory. The initial advance
under the credit facility was approximately $2 million based on eligible
accounts and equipment. Advances on eligible inventory and future capital
expenditures are conditioned on our securing equity financing of at least $5
million. The credit facility is secured by our assets.
On October 14, 1999, our common stock was delisted from the Nasdaq National
Market System. It is now being quoted on the NASD's OTC Bulletin Board.
As part of our restructuring, we consolidated our principal executive
office with our administrative and research facility at 7 Cedar Brook Drive,
Cranbury, New Jersey 08512. Our telephone number there is 609-395-6900.
RISK FACTORS
RISKS RELATING TO OUR BUSINESS AND FINANCIAL CONDITION
OUR REFOCUSED MARKETING EFFORTS AND COST REDUCTION STRATEGY MAY ADVERSELY AFFECT
OUR ABILITY TO OPERATE OUR BUSINESS.
We have based our refocused marketing and cost reduction strategy on the
assumption that we will maintain our annual sales at current levels. If we are
unable to maintain our current sales levels, our customers may decline to carry
our products, and we may have to further curtail our expenses or even cease our
operations.
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IF WE DO NOT OBTAIN ADEQUATE ADDITIONAL FINANCING, WE MAY NOT BE ABLE TO GROW
OUR BUSINESS, WE MAY HAVE TO FURTHER CURTAIL OR CEASE OUR OPERATIONS, AND WE MAY
BE REQUIRED TO SEEK PROTECTION UNDER FEDERAL BANKRUPTCY LAWS.
Even with the restructuring of our operations and the proceeds of the
revolving credit facility with CIT, we will require additional financing to meet
our future cash requirements for operations and growth. If we do not obtain
additional financing, we will be unable to expand the marketing of our existing
products, conduct the studies required to support additional promotional claims
for our products, develop new products and take other actions to increase sales
and grow our business. Even if we obtain additional financing, it may be on
terms that are unfavorable to us and our stockholders or may be insufficient to
successfully implement our new marketing strategy or sustain our operations.
OUR LIMITED RESOURCES MAY IMPAIR OUR ABILITY TO MARKET OUR PRODUCTS
SUCCESSFULLY.
Successful mass marketing of toothpastes and other oral care products
generally requires heavy and sustained advertising and promotion. In 1998, we
spent approximately $31 million on marketing and sales, but our 1999 marketing
and sales expenditures will be substantially lower. As a result, we do not know
whether we can maintain sales at current levels. Even if we obtain additional
financing to augment our sales and marketing budget, our sales may not remain at
or grow beyond current levels.
WE HAVE A LIMITED OPERATING HISTORY, SO YOUR BASIS FOR EVALUATING US IS LIMITED.
Although we were incorporated in 1992, we did not begin to sell our
toothpaste nationally until the first quarter of 1998. Since our operating
history consists of only seven quarters, our results of operations may not
actually be indicative of apparent trends. In addition, significant variations
from quarter to quarter may not be meaningful. Therefore, our limited operating
history may make it difficult for you to evaluate our performance and prospects.
WE HAVE A HISTORY OF OPERATING LOSSES, WE EXPECT THESE LOSSES TO CONTINUE, AND
WE MAY NEVER BECOME PROFITABLE.
We have experienced losses from inception and expect to continue to incur
losses. From our inception in 1992 through December 31, 1997, which was before
the national distribution of Enamelon(R) toothpaste, we accumulated net losses
of approximately $15.5 million. We also incurred a net loss of approximately
$29.1 million for the year ended December 31, 1998, on net sales of
approximately $14.3 million. Our losses for the quarters ended March 31 and June
30, 1999 were approximately $8.1 million and $6.9 million. As of June 30, 1999,
our accumulated deficit was approximately $59.7 million. We believe that we will
continue to incur losses principally due to expenditures on marketing
Enamelon(R) toothpaste and our research and development program. Our revenues
may not increase as a result of this spending. Even if our revenues increase, we
may not become profitable. If we become profitable, we may be unable to sustain
profitability.
IF WE ARE UNABLE TO SUCCESSFULLY MARKET OUR TOOTHPASTE PRODUCTS, WHICH ARE OUR
ONLY PRODUCT LINES, WE MAY NOT SUCCEED AS A BUSINESS.
For the foreseeable future, we expect to derive substantially all of our
revenues from sales of our toothpastes. We do not presently market any other
products, and we may not develop other products in the future. Therefore, if we
cannot sell Enamelon(R) toothpastes profitably, we will continue to sustain
losses. You should not expect us to be able to acquire or develop new products
or services that we can sell profitably, if we cannot sell our toothpastes
profitably.
OUR INTERNAL SALES TEAM MAY BE UNABLE TO SELL OUR PRODUCTS EFFECTIVELY.
Through 1998, we used an unaffiliated sales management company to supervise
and train the independent brokers that sell our products to our customers. In
July 1998, we hired a Vice President -- Sales and in late 1998 and early 1999,
we hired three regional sales managers to replace the sales
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management company. We laid off one of those managers as a part of our recent
restructuring, and our Vice President -- Sales resigned. As a result, our two
remaining sales managers have had only limited experience in selling our
products and will have to cover a wider geographic area than we originally
expected. Their failure to successfully maintain the distribution of our
products and effectively train and supervise the brokers that sell them would
have a material adverse effect on our sales and profitability.
RISKS RELATING TO GOVERNMENTAL REGULATION
IF THE FEDERAL FOOD AND DRUG ADMINISTRATION WERE TO ASSERT THAT OUR TOOTHPASTES
OR THEIR LABELING DO NOT MEET THE CONDITIONS OF ITS MONOGRAPH ON FLUORIDE
TOOTHPASTES, IT COULD IMPAIR OUR ABILITY TO SELL OUR PRODUCTS.
Enamelon(R) toothpastes are subject to FDA regulation as non-prescription
drugs. The FDA has published a final monograph, Anticaries Drug Products for
Over-the-Counter Human Use, which establishes conditions under which
non-prescription drug products that aid in the prevention of dental caries or
cavities are generally recognized as being safe and effective and not
misbranded. We are relying on that Monograph to sell Enamelon(R) toothpastes to
the public. If the FDA were to assert that our toothpastes or their labeling do
not meet the conditions of the Monograph, we would have to take one of the
following actions to continue selling them:
- contest the FDA's assertion;
- modify the formulation or labeling of our products;
- submit a New Drug Application with the FDA for our products, which, if
approved, would permit us to sell them without reliance on the Monograph.
Taking any of those actions could be costly and time consuming, and we might not
have adequate financial or management resources to undertake those actions.
Taking those actions, however, would not assure that we could continue to sell
our toothpastes in their current formulations or packaging. We might also be
required to recall our products or to suspend their sales until we modified
their formulation or labeling or the FDA approved our NDA. Any recall or
suspension of sales would have a material adverse effect on our financial
results and could cause us to cease our operations entirely.
A SUCCESSFUL CHALLENGE TO THE TRUTH OF OR SUPPORT FOR OUR PROMOTIONAL CLAIMS
COULD ADVERSELY AFFECT OUR ABILITY TO MARKET OUR PRODUCTS.
FDA regulations allow us to make certain claims for our toothpastes on
their labels, packages, and other labeling. These claims are generally referred
to as "labeling claims." We can make additional "promotional claims" for our
products in advertising and other promotional materials, provided that we have
adequate substantiation to support them. Based on our laboratory and human
studies, we are making and expect to make promotional claims regarding the
distinctive nature of our products. The FDA generally does not regulate
promotional claims. However, the Federal Trade Commission, our competitors or
other third parties could challenge our promotional claims as false, misleading
or baseless. Defending those challenges could be costly and time consuming, and
we might not have adequate financial or management resources to undertake a
defense. If a challenge were successful, a court or other adjudicating authority
could require us to modify or stop making the claims and place limits on future
promotional claims. Resulting limitations on promotional claims could make it
more difficult to differentiate our products from those of our competitors,
which could make it more difficult and expensive to market them.
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RISKS RELATING TO INTELLECTUAL PROPERTY
IF WE ARE UNABLE TO PROTECT OUR PATENT RIGHTS, KNOW-HOW AND TRADE SECRETS, WE
COULD LOSE OUR COMPETITIVE ADVANTAGE.
In formulating our toothpastes, we have used our own patented technology,
know-how and trade secrets as well as patented remineralizing technology
licensed from the American Dental Association Health Foundation. We also expect
to use the patented technology that we own and license to formulate other oral
care products that we expect to market. We rely on these patents to protect us
against competitors using the same technology in their products. Since no other
toothpaste can legally use this patented technology, we also rely on the use of
this technology in our toothpastes to distinguish them from other fluoride
toothpastes. However, competitors could violate, challenge the validity of, or
attempt to circumvent our or the ADAHF's patent rights. They could also assert
patent infringement claims against us or the ADAHF. Confidentiality agreements
that we require our employees, consultants, advisors and contractors to sign may
not deter them from disclosing our unpatented know-how and other trade secrets
to our competitors or from using it themselves to compete against us. In any of
those cases, we could be required to spend significant financial and management
resources to protect or defend our rights, and we might not have adequate
resources to undertake a defense. If we were unsuccessful, our competitors would
have the ability to use the same technology as we are using, and they might even
be able to require us to license the technology from them or to keep us from
using it ourselves. If others use the technology that we rely on, or keep us
from using it, it would be more difficult for us to distinguish our toothpastes
from those of our competitors on the basis of formulation and effectiveness. We
might also have the to pay license fees, which would affect our profitability
and cash flow. Any of these consequences could have a material adverse effect on
our ability to market our products and to compete effectively in the oral care
industry.
RISKS RELATING TO OUR OPERATIONS
WE HAVE MANY COMPETITORS, AND WE MAY NOT BE ABLE TO COMPETE EFFECTIVELY AGAINST
THEM.
Competition in the business of selling toothpaste and other
over-the-counter oral care products is intense. We may not have the financial
resources, technical expertise, or sales and marketing capabilities to compete
effectively. If we are unable to compete successfully, our business, financial
condition and results of operations will be adversely affected.
Our competitors include the following national and multi-national consumer
products companies and their brand names toothpastes:
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COMPANY PRODUCT
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- - Procter & Gamble Co. Crest
- - Colgate-Palmolive Company Colgate
- - SmithKline Beechman Aquafresh
- - Chesebrough-Ponds USA Co. Mentadent
- - Church & Dwight Co., Inc. Arm & Hammer Dental Care
- - Block Drug Co., Inc. Sensodyne
</TABLE>
These competitors or their products have:
- longer operating histories
- greater name recognition
- wider product distribution
- more and larger facilities
- significantly greater financial, technical and marketing resources
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We believe that our success will depend on acceptance of our toothpastes as
alternatives to our competitors' brand-name toothpastes. Our ability to
demonstrate the benefits of using Enamelon(R) toothpastes to consumers and
dental professionals will depend in part on our competitors' response to our
advertising and promotional campaigns. Our competitors may devote greater
resources to the development, promotion and sale of their products than we can
to the sale of our products. They may also develop toothpaste or other OTC oral
care products that are superior to or have greater market acceptance than ours.
Our competitors may also engage in more extensive research and development,
undertake more extensive marketing campaigns, and adopt more aggressive pricing
policies than we can. All of these factors would make it more difficult to
market our products effectively and to achieve profitability.
IF THE SOLE MANUFACTURER OF OUR PRODUCTS OR A SOLE SUPPLIER OF RAW MATERIALS
BECOMES UNAVAILABLE, IT MAY ADVERSELY AFFECT OUR ABILITY TO MANUFACTURE AND
DISTRIBUTE OUR PRODUCTS.
We are using, and plan to continue to use, only one contract manufacturer
to manufacture our toothpastes. Its manufacturing facility must comply with the
FDA's Good Manufacturing Practices, and we have no control over its compliance
with GMP's. If it does not comply, the FDA can prevent our products manufactured
at that facility from being marketed. We also use other contract manufacturers
as the sole sources for our dual-chamber toothpaste tubes and some of the raw
materials that we use to make our toothpastes. If any current manufacturer were
to become unavailable, whether due to a failure to comply with GMP's or another
reason, we may not be able to find a satisfactory replacement manufacturer. Even
if a satisfactory replacement is available, the terms of our agreement with a
replacement manufacturer may not be as favorable to us as our current
manufacturer's terms. Changing contract manufacturers could, among other things,
increase our costs or result in delays in shipping our products or shortages in
stores. Those consequences could have a material adverse effect on our ability
to market our products effectively and on our results of operations.
PRODUCT LIABILITY CLAIMS IN EXCESS OF THE AMOUNT OF OUR INSURANCE WOULD
ADVERSELY AFFECT OUR FINANCIAL CONDITION.
The manufacture and sale of consumer products exposes the manufacturer to
the risk of significant damages from product liability claims. We maintain
insurance against product liability claims in the amount of $1 million and
excess general liability and product liability insurance of $15 million. Those
coverage limits, however, may not be adequate, or we may not be able to procure
such insurance at acceptable costs in the future. A successful claim in excess
of our insurance coverage could have a material adverse effect on our financial
condition and results of operations.
THE LOSS OF KEY MEMBERS OF OUR MANAGEMENT AND PRODUCT DEVELOPMENT TEAM COULD
ADVERSELY AFFECT OUR PRODUCT DEVELOPMENT OR MARKETING.
Dr. Steven R. Fox, our founder and Chief Executive Officer, is responsible
for our strategic planning. As a dentist, he is particularly well qualified to
explain the benefits of our oral care products to the professional and financial
community. Kim Hardingham, our President and Chief Operating Officer, has
extensive experience in launching new toothpaste products and subsequent
domestic and international marketing of those products. We are relying on him to
develop and implement our domestic and international marketing plans. Anthony
Winston, our Vice President -- Technology and Clinical Research, is responsible
both for improving our existing technology and developing new technology and for
conducting our research programs. Norman Usen, our Vice President -- Product
Development, is responsible for improving our existing product formulations and
developing new formulations. Each of these individuals plays a significant role
in the development and marketing of our toothpastes and other oral care
products. The loss of and our inability to promptly replace any of these
individuals could significantly delay and may prevent the achievement of our
research, development and business objectives.
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RISKS RELATING TO OUR SECURITIES
RESULTS OF OUR OPERATIONS AND OTHER FACTORS AFFECTING OUR BUSINESS COULD RESULT
IN SHARP CHANGES IN OUR COMMON STOCK PRICE.
Since our initial public offering in October 1996, our common stock has
traded at prices ranging between $.28 and $27.50, and in the last 12 months it
has traded at prices ranging from $.28 to $10.25. Factors contributing to this
volatility include:
- fluctuations in our quarterly operating results;
- our announcements of the issuance of patents or other technological
innovations;
- our or our competitor's announcements of new products or technologies;
- announcement of the results of our clinical studies;
- our funding requirements and sales of our common stock or other
securities, including our series B convertible preferred stock.
Many of these factors are beyond our control and may affect the market price of
our common stock regardless of our operating performance.
SHARES ELIGIBLE FOR FUTURE PUBLIC SALE BY OUR CURRENT SECURITYHOLDERS MAY
ADVERSELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.
We had 14,394,297 shares of common stock outstanding as of November 1,
1999. Holders of substantially all of those shares can sell them publicly,
subject to limitations under the securities laws on the number of shares that
can be sold publicly during any three-month period. We have also reserved for
issuance a total of approximately 6,500,000 shares of common stock upon the
exercise of outstanding options and warrants and the conversion of our series B
convertible preferred stock. All of those shares can be sold publicly after
issuance under registration statements filed with the SEC, or an exemption from
registration. In addition, if the price of our common stock declines, we may be
required to reserve additional shares for issuance on conversion of our series B
convertible preferred stock. We are also required to file a registration
statement with the SEC so that holders of those additional shares can sell them
publicly.
If our securityholders sell publicly a substantial number of shares issued
on the exercise of outstanding options and warrants or on the conversion of our
series B convertible preferred stock, then the market price of our common stock
could fall. Public perception that those sales will occur could also adversely
affect the price of our common stock. Furthermore, the existence of securities
of this type often exerts downward pressure on an issuer's stock price. A
decline in the price of our common stock could also impair our ability to raise
capital through the sale of equity securities.
CONVERSION OF OUR SERIES B CONVERTIBLE PREFERRED STOCK AND SUBSEQUENT PUBLIC
SALE OF OUR COMMON STOCK WHILE ITS MARKET PRICE IS DECLINING COULD RESULT IN
FURTHER DECREASES IN ITS PRICE.
Holders of our series B convertible preferred stock may convert it at a
conversion price equal to the lower of approximately $6.7205 or 92.841% of the
average of the five lowest closing sale prices of our common stock in the 40
trading days immediately preceding the date of conversion. The number of shares
of common stock issuable on conversion is equal to the sum of $10,000 per share
of series B convertible preferred stock plus an accrual amount equal to 6% per
year divided by the conversion price. Based on a conversion price of $.397248 on
November 2, 1999, which is approximately $0.10 less than the last sale price of
our common stock on November 2, 1999, we would have issued up to approximately
1,854,527 shares of common stock on conversion of the series B convertible
preferred stock. Since we are required to issue additional shares if the
conversion price declines, we have registered for resale up to approximately
4,164,996 shares of common stock, which would become issuable upon conversion of
the series B convertible preferred stock outstanding on Nov 2, 1999 if the
conversion price fell as low as approximately
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$0.20 per share. If the conversion price fell even further, we would be required
to issue and register more than approximately 4,164,996 shares. Since there is
no lower limit on the conversion price, we would be required to issue an
increasingly larger number of shares of common stock as its price declines. The
conversion of the series B convertible preferred stock and subsequent sale of
common stock to the public under this prospectus could have the further effect
of exacerbating the decline or slowing increases in the price of our common
stock. It could also result in additional dilution to our current stockholders.
The holders of our series B convertible preferred stock could also engage in
short sales of our common stock, which could contribute to a decline in its
price and result in additional dilution.
OUR COMMON STOCK HAS RECENTLY BEEN DELISTED FROM THE NASDAQ NATIONAL MARKET
SYSTEM, AND IT MAY BECOME SUBJECT TO THE SEC'S "PENNY STOCK" RULES AND BE MORE
DIFFICULT FOR YOU TO SELL.
SEC rules require brokers to provide information to purchasers of
securities traded at less than $5.00 and not traded on a national securities
exchange or quoted on the Nasdaq Stock Market. If our common stock becomes a
"penny stock" that is not exempt from the SEC rules, these disclosure
requirements may have the effect of reducing trading activity in our common
stock and make it more difficult for investors to sell. The rules require a
broker-dealer to deliver a standardized risk disclosure document prepared by the
SEC that provides information about penny stocks and the nature and level of
risks in the penny stock market. The broker must also give bid and offer
quotations and broker and salesperson compensation information to the customer
orally or in writing before or with his confirmation. The SEC rules also require
a broker to make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction before a transaction in a penny stock.
OTHER ISSUANCES OF PREFERRED STOCK COULD ADVERSELY AFFECT EXISTING HOLDERS OF
OUR COMMON STOCK.
Under our certificate of incorporation, our Board of Directors may, without
further stockholder approval, issue up to an additional 4,999,500 shares of
preferred stock with dividend, liquidation, conversion, voting or other rights
that could adversely affect the voting power or other rights of the holders of
common stock. We could use new classes of preferred stock as a method of
discouraging, delaying or preventing a change in persons that control us. In
particular, the terms of the preferred stock could effectively restrict our
ability to consummate a merger, reorganization, sale of all or substantially all
of our assets, liquidation or other extraordinary corporate transaction without
the approval of the holders of the preferred stock. We could also create a class
of preferred stock with rights and preferences similar to those of the series B
convertible preferred stock, which could result in substantial dilution to
holders of our common stock or adversely affect its market price. The 70 shares
of series B convertible preferred stock held by the selling securityholders are
the only shares of preferred stock outstanding as of November 2, 1999.
ADDITIONAL FINANCING FOR OUR OPERATIONS COULD ADVERSELY AFFECT HOLDERS OF OUR
COMMON STOCK.
We are seeking additional financing for our operations. To obtain that
financing, we may issue common stock or debt or equity securities convertible
into shares of common stock. Therefore, any additional financing may result in
substantial dilution to current holders of our common stock.
FORWARD-LOOKING STATEMENTS
Some of the information in this prospectus and the documents we incorporate
by reference may contain forward-looking statements. These statements can be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "believe," "intend," "anticipate," "estimate," "continue" or similar
words. They discuss future expectations, estimate the happening of future
events, anticipate our future financial condition or state other
"forward-looking" information. When considering such forward-looking statements,
you should keep in mind the risk factors and other cautionary statements in this
prospectus and the documents that we incorporate by reference. The risk factors
provided in this
7
<PAGE> 12
prospectus and other factors noted throughout this prospectus and the documents
that we incorporate by reference, including certain risks and uncertainties,
could cause our actual results to differ materially from those contained in any
forward-looking statement.
SELLING SECURITYHOLDERS
The table below lists the selling securityholders and other information
regarding the beneficial ownership of our common stock by each of the selling
securityholders. The second column lists the number of shares of common stock
that would have been issuable to each selling securityholder on November 2, 1999
upon conversion of all of our series B convertible preferred stock then held by
that selling securityholder, including shares issuable to pay the 6% accrual
amount as of that date, without regard to restrictions on the number of shares
that a selling security holder may own at any time. Our conversion calculations
in the second column assume a conversion price for our series B convertible
preferred stock of approximately $.3972481, which represents approximately
92.841% of the average of the five lowest closing sale prices during the 40
consecutive trading days before November 2, 1999. The numbers listed in the
second column are subject to fluctuations from time to time based on changes in
the closing sale price of our common stock. The selling securityholders are
offering all of the shares of common stock that they may acquire on conversion
of our series B convertible preferred stock plus shares of common stock held by
the selling security holder as of such date, as indicated in the third column.
We have registered approximately 4,164,996 shares of common stock for resale by
the selling securityholders. The approximately 4,164,996 shares of common stock
represent approximately 200% of the shares that would have been issuable to the
selling securityholders on November 2, 1999 on conversion of all of the series B
convertible preferred stock plus shares of common stock held by the selling
securityholder as of such date. As each selling securityholder resells shares of
common stock, we will file prospectus supplements as necessary to update the
number of shares of common stock that each selling securityholder intends to
sell, reflecting prior resales and changes in the conversion price. The fourth
column assumes the sale of all of the shares offered by each selling
securityholder.
Under our series B convertible preferred stock certificate of designations,
no selling securityholder can convert series B convertible stock to the extent
such conversion would cause such selling securityholder's beneficial ownership
of our common stock (other than shares deemed beneficially owned through
ownership of unconverted shares of our series B convertible preferred stock) to
exceed 4.99% of the outstanding shares of common stock. In addition, we are not
required to issue shares of our common stock on conversion of our series B
convertible preferred stock if any holder, together with its affiliates, (1)
would beneficially own more than 10% of our outstanding common stock after
conversion and (2) would have acquired more than 10% of our common stock in the
60-day period ending on the date of conversion. The information provided in the
table below has been obtained from the selling securityholders. \The selling
securityholders may sell all, some or none of their shares in this offering. See
"Plan of Distribution."
<TABLE>
<CAPTION>
SHARES OWNED
AFTER OFFERING
SHARES OWNED MAXIMUM NUMBER --------------------
NAME OF SELLING SECURITYHOLDER BEFORE OFFERING OF SHARES OFFERED NUMBER PERCENTAGE
- ------------------------------ --------------- ----------------- ------ ----------
<S> <C> <C> <C> <C>
HFTP Investments LLC(1).................. 635,838 635,838 0 --
Fisher Capital Ltd.(2)................... 1,007,009 1,007,009 0 --
Wingate Capital Ltd.(2).................. 556,226 556,226 0 --
</TABLE>
- ---------------
(1) Promethean Investment Group L.L.C. is the investment manager of HFTP
Investments LLC ("HFTP") and consequently has voting control and investment
discretion over securities held by HFTP. Promethean Investment Group, L.L.C.
is indirectly controlled by Mr. James F. O'Brien. Mr. O'Brien disclaims
beneficial ownership of the shares beneficially owned by Promethean
Investment Group L.L.C. and HFTP.
8
<PAGE> 13
(2) Citadel Limited Partnership is the trading manager of each of Fisher Capital
Ltd. and Wingate Capital Ltd. (collectively, the "Citadel Entities") and
consequently has voting control and investment discretion over securities
held by the Citadel Entities. Kenneth C. Griffin indirectly controls Citadel
Limited Partnership. The ownership for each of the Citadel Entities does not
include the ownership information for the other Citadel Entity. Citadel
Limited Partnership, Kenneth C. Griffin, and each of the Citadel Entities
disclaims ownership of the shares held by the other Citadel Entities.
We are registering the shares for resale by the selling securityholders in
accordance with registration rights granted to the selling securityholders. We
will pay the registration and filing fees, printing expenses, listing fees, blue
sky fees, if any, and fees and disbursements of our counsel and the selling
security holders' counsel in connection with this offering, but the selling
securityholders will pay any underwriting discounts, selling commissions and
similar expenses relating to the sale of the shares. In addition, we have agreed
to indemnify the selling securityholders, underwriters who they may select, and
certain affiliated parties against certain liabilities, including liabilities
under the Securities Act, in connection with this offering. The selling
securityholders have agreed to indemnify us and our directors and officers, as
well as any person that controls us, against certain liabilities, including
liabilities under the Securities Act. Insofar as indemnification for liabilities
under the Securities Act may be permitted to our directors or officers, or
persons that control us, we have been informed that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
PLAN OF DISTRIBUTION
The selling securityholders (or, subject to applicable law, their pledgees,
donees, distributees, transferees or other successors in interest) may sell
shares from time to time in public transactions, on or off NASD's OTC Bulletin
Board, or private transactions, at prevailing market prices or at privately
negotiated prices, including but not limited to, one or any combination of the
following types of transactions:
- ordinary brokers' transactions;
- transactions involving cross or block trades or otherwise on NASD's OTC
Bulletin Board;
- purchases by brokers, dealers or underwriters as principal and resale by
such purchasers for their own accounts pursuant to this prospectus;
- "at the market" to or through market makers or into an existing market
for the common stock;
- in other ways not involving market makers or established trading markets,
including direct sales to purchasers or sales effected through agents;
- through transactions in options, swaps or other derivatives (whether
exchange-listed or otherwise);
- in privately negotiated transactions; or
- to cover short sales.
In effecting sales, brokers or dealers engaged by the selling
securityholders may arrange for other brokers or dealers to participate in the
resales. The selling securityholders may enter into hedging transactions with
broker-dealers, and in connection with those transactions, broker-dealers may
engage in short sales of the shares. The selling securityholders also may sell
shares short and deliver the shares to close out such short positions. The
selling securityholders also may enter into option or other transactions with
broker-dealers that require the delivery to the broker-dealer of the shares,
which the broker-dealer may resell pursuant to this prospectus. The selling
securityholders also may pledge the shares to a broker or dealer, and upon a
default, the broker or dealer may effect sales of the pledged shares pursuant to
this prospectus.
Brokers, dealers or agents may receive compensation in the form of
commissions, discounts or concessions from selling securityholders in amounts to
be negotiated in connection with the sale. The selling securityholders and any
participating brokers or dealers may be deemed to be "underwriters" within
9
<PAGE> 14
the meaning of the Securities Act in connection with such sales and any such
commission, discount or concession may be deemed to be underwriting
compensation.
Information as to whether underwriters who the selling securityholders may
select, or any other broker-dealer, is acting as principal or agent for the
selling securityholders, the compensation to be received by underwriters that
the selling securityholders may select or by any broker-dealer acting as
principal or agent for the selling securityholders, and the compensation to be
paid to other broker-dealers, in the event the compensation of such other
broker-dealers is in excess of usual and customary commissions, will, to the
extent required, be set forth in a supplement to this prospectus. Any dealer or
broker participating in any distribution of the shares may be required to
deliver a copy of this prospectus, including a prospectus supplement, if any, to
any person who purchases any of the shares from or through such dealer or
broker.
We have advised the selling securityholders that during such time as they
may be engaged in a distribution of the shares they are required to comply with
Regulation M promulgated under the Securities Exchange Act. With certain
exceptions, Regulation M precludes any selling securityholder, any affiliated
purchasers and any broker-dealer or other person who participates in such
distribution from bidding for or purchasing, or attempting to induce any person
to bid for or purchase any security that is the subject of the distribution
until the entire distribution is complete. Regulation M also prohibits any bids
or purchases made in order to stabilize the price of a security in connection
with the distribution of that security. All of the foregoing may affect the
marketability of the common stock.
We will not receive any of the proceeds from the selling securityholders'
sale of their common stock.
HOW TO OBTAIN ADDITIONAL INFORMATION ABOUT ENAMELON
We file reports, proxy statements and other information with the SEC. You
may read and copy any document we file at the Public Reference Room of the SEC
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Regional Offices of the SEC at Seven World Trade Center, Suite 1300, New York,
New York 10048, and at 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Please call 1-800-SEC-0330 for further information concerning the
Public Reference Room. Our filings also are available to the public from the
SEC's website at www.sec.gov. We distribute to our stockholders annual reports
containing audited financial statements.
INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to "incorporate by reference" the information that we
file with it, which means that we can disclose important information to you by
referring to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information we file later with the
SEC will automatically update and supersede this information. We incorporate by
reference the documents listed below and any future filings that we make with
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act
until the offering is completed:
1. Annual Report on Form 10-KSB for the fiscal year ended December 31,
1998.
2. Proxy Statement dated April 16, 1999.
3. Quarterly Report on Form 10-Q for the fiscal quarter ended March 31,
1999.
4. Quarterly Report on Form 10-Q for the fiscal quarter ended June 30,
1999.
5. The description of our common stock contained in our Registration
Statement on Form 8-A (File No. 0-21595) under Section 12 of the
Securities Exchange Act.
6. The description of our series B Convertible preferred stock contained in
our Form 8-K, dated December 18, 1998.
10
<PAGE> 15
7. Current Report on Form 8-K dated June 4, 1999.
8. Current Report on Form 8-K dated July 29, 1999.
You may request a copy of these filings, at no cost, by writing or calling
us at:
Enamelon, Inc.
7 Cedar Brook Drive
Cranbury, New Jersey 08512
Attention: Chief Financial Officer
Telephone: (609) 395-6900
This prospectus is part of a registration statement that we filed with the
SEC. You should rely only on the information or representations provided in this
prospectus. We have not authorized anyone to provide you with different
information. The common stock will not be offered in any state where an offer is
not permitted. You should not assume that the information in this prospectus is
accurate as of any date other than the date on the cover of this prospectus.
LEGAL MATTERS
The validity of the shares of common stock offered hereby has been passed
upon by Snow Becker Krauss P.C., 605 Third Avenue, New York, New York 10158. SBK
Investment Partners, a partnership consisting of members of Snow Becker Krauss
P.C., owns 107,760 shares of common stock. In addition, certain members of Snow
Becker Krauss P.C. beneficially own common stock individually.
EXPERTS
The consolidated financial statements of Enamelon, Inc. at December 31,
1998 and for the years ended December 31, 1997 and 1998, appearing in our Annual
Report on Form 10-KSB for the year ended December 31, 1998, have been audited by
BDO Seidman LLP, independent auditors, as set forth in their report thereon
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
11
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses payable by the Registrant in connection with the issuance and
distribution of the securities being registered are estimated below:
<TABLE>
<S> <C>
SEC registration fee........................................ $ 793
Legal fees and expenses..................................... 15,000
Printing expenses........................................... 5,000
Accounting fees............................................. 10,000
Miscellaneous............................................... 1,707
-------
Total.................................................. $32,500
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VI of the Registrant's by-laws provides that a director or officer
shall be indemnified against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement (provided such settlement is approved in
advance by the Registrant) in connection with certain actions, suits or
proceedings, whether civil, criminal, administrative or investigative if he
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. A similar standard of care is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorneys' fees) incurred in connection with the defense or settlement of such
an action, except that no person who has been adjudged to be liable to the
Registrant shall be entitled to indemnification unless a court determines that
despite such adjudication of liability but in view of all of the circumstances
of the case, the person seeking indemnification is fairly and reasonably
entitled to be indemnified for such expenses as the court deems proper.
Article 6.3 of the Registrant's by-laws further provides that directors and
officers are entitled to be paid by the Registrant the expenses incurred in
defending the proceedings specified above in advance of their final disposition,
provided that such payment will only be made upon delivery to the Registrant by
the indemnified party of an undertaking to repay all amounts so advanced if it
is ultimately determined that the person receiving such payments is not entitled
to be indemnified.
Article 6.4 of the Registrant's by-laws provides that the right to
indemnification and the payment of expenses incurred in defending a proceeding
in advance of its final disposition conferred in the Article will not be
exclusive of any other right which any person may have or acquire under the
by-laws, or any statute or agreement or otherwise.
Finally, Article 6.6 of the Registrant's by-laws provides that the
Registrant may maintain insurance, at its expense, to reimburse itself and
directors and officers of the Registrant and of its direct and indirect
subsidiaries against any expense, liability or loss, whether or not the
Registrant would have the power to indemnify such persons against such expense,
liability or loss under the provisions of Article VI of the by-laws. The
Registrant maintains and has such insurance in effect.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
II-1
<PAGE> 17
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S>
4.1 -- Securities Purchase Agreement.(1)
4.2 -- Certificate of Designations, Preference and Rights of
Series B Convertible Preferred Stock.(1)
4.3 -- Registration Rights Agreement.(1)
5.1 -- Opinion of Snow Becker Krauss P.C.*
23.1 -- Consent of Snow Becker Krauss P.C. (included in Exhibit
5.1).*
23.2 -- Consent of BDO Seidman LLP, independent auditors.
</TABLE>
- ---------------
(1) Incorporated by reference to the Registrant's Current Report on Form 8-K,
dated December 18, 1998.
* Previously filed
ITEM 17. UNDERTAKINGS.
(a) RULE 415 OFFERING
The undersigned small business issuer hereby undertakes that it will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act.
(ii) Reflect in the prospectus any facts or events which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registrant 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 a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) 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) For determining any liability under the Securities Act, each such
post-effective amendment shall be deemed a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time to be the initial bona fide offering thereof.
(3) Remove from registration by means of a post-effective amendment
any of the securities being registered that remain unsold at the
termination of the offering.
(e) REQUEST FOR ACCELERATION OF EFFECTIVE DATE
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer 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 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the small business issuer of the expenses
incurred or paid by a director, officer, or controlling person of the small
business issuer 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 small business issuer 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-2
<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment to the
Registration Statement to be signed on its behalf by the undersigned, hereunto
duly authorized, in Cranbury, New Jersey, on November 9, 1999.
ENAMELON, INC.
By /s/ DR. STEVEN R. FOX
------------------------------------
Dr. Steven R. Fox
Chief Executive Officer and Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates stated:
SIGNATURES
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ DR. STEVEN R. FOX Chairman of the Board of November 9, 1999
- --------------------------------------------------- Directors and Chief
Dr. Steven R. Fox Executive Officer
(Principal Executive
Officer)
/s/ EDWIN DIAZ Treasurer, Vice President -- November 9, 1999
- --------------------------------------------------- Finance and Chief
Edwin Diaz Financial Officer
(Principal Financial
Officer)
Director
- ---------------------------------------------------
Dr. Bert D. Gaster
* Director November 9, 1999
- ---------------------------------------------------
Richard A. Gotterer
* Director November 9, 1999
- ---------------------------------------------------
Eric D. Horodas
* Director November 9, 1999
- ---------------------------------------------------
Dr. S.N. Bhaskar
Director
- ---------------------------------------------------
Walter W. Williams
* By: /s/ DR. STEVEN R. FOX
---------------------------------------------
Dr. Steven R. Fox
Attorney-in-fact
</TABLE>
II-3
<PAGE> 19
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<C> <S> <C>
4.1 -- Securities Purchase Agreement.(1)
4.2 -- Certificate of Designations, Preferences and Rights of
Series B Convertible Preferred Stock.(1)
4.3 -- Registration Rights Agreement.(1)
5.1 -- Opinion of Snow Becker Krauss, P.C.*
23.1 -- Consent of Snow Becker Krauss P.C. (included in Exhibit
5.1).
23.2 -- Consent of BDO Seidman LLP, independent auditors.
</TABLE>
- ---------------
(1) Incorporated by reference to the Registrant's Current Report on Form 8-K,
dated December 18, 1998.
* Previously filed
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of our report dated January 29, 1999, relating to the
consolidated financial statements of Enamelon, Inc. appearing in the Company's
Annual Report on Form 10-K for the year ended December 31, 1998.
We also consent to the reference to us under the caption "Experts" in such
Prospectus.
/s/ BDO SEIDMAN LLP
--------------------------------------
BDO Seidman LLP
Woodbridge, New Jersey
November 9, 1999
