As filed with the Securities and Exchange Commission on June 16, 1999
Registration No. 333-72873
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PALATIN TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4078884
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
214 CARNEGIE CENTER, SUITE 100
PRINCETON, NJ 08540
(609) 520-1911
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
COPY TO:
EDWARD J. QUILTY, CHAIRMAN OF THE BOARD, FAITH L. CHARLES, ESQ.
PRESIDENT AND CHIEF EXECUTIVE OFFICER GRAHAM & JAMES LLP
214 CARNEGIE CENTER, SUITE 100 885 THIRD AVENUE, 21ST FLOOR
PRINCETON, NJ 08540 NEW YORK, NY 10022-4834
(609) 520-1911 (212) 848-1000
(Name, address, including zip code,
and telephone number including area code,
of agent for service)
-----------------------------
<PAGE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: from
time to time, following 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 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. []
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>
Subject to completion, dated June 15, 1999.
PROSPECTUS
[GRAPHIC OMITTED]
PALATIN TECHNOLOGIES, INC.
2,181,018 shares of common stock
Selling stockholders identified in this prospectus may sell up to 2,181,018
shares of common stock of Palatin Technologies, Inc.
Our common stock is listed on the Nasdaq SmallCap MarketSM under the symbol
PLTN. On June 14, 1999, the closing price of the common stock was $4.3125.
Investing in our common stock involves a high degree of risk. You should
purchase shares only if you can afford a complete loss of your investment. See
"Risk Factors" beginning on page 4.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The information contained in this prospectus is not complete and may be changed.
These securities may not be sold 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 these
securities in any state where the offer or sale is not permitted.
The date of this prospectus is June __, 1999.
<PAGE>
Table of Contents
Page Number
Prospectus Summary.......................................................3
Risk Factors.............................................................4
Note Concerning Forward Looking Statements...............................9
Where You Can Find More Information......................................9
Incorporation by Reference..............................................10
Use of Proceeds.........................................................11
Selling Stockholders....................................................11
Plan of Distribution....................................................18
Legal Matters...........................................................19
Experts.................................................................19
2
<PAGE>
PROSPECTUS SUMMARY
This is a summary of our business and this offering. For a more complete
understanding of our business and this offering, you should read the entire
prospectus and the documents incorporated by reference.
PALATIN'S BUSINESS
We are in the early stages of developing pharmaceutical products and
technologies. We are concentrating our efforts on the following:
o LeuTech(TM), a diagnostic imaging product used to image and locate the
site of infection or inflammation within the body. We have completed
clinical trials with LeuTech for the diagnosis of appendicitis and
expect to file an application with the United States Food and Drug
Administration for approval to market LeuTech for diagnosis of
appendicitis. We are conducting additional clinical trials with
LeuTech to diagnose bone infections and infections of prostheses, or
artificial body parts. We believe that LeuTech can also be used to
diagnose a wide range of other infections, including infections of the
intra-abdominal area, such as intestinal, spleen, liver or urinary
tract infections.
o PT-14, a drug to treat sexual dysfunction, primarily male erectile
dysfunction. PT-14 is a stabilized peptide that works like a natural
hormone. A peptide is a short chain of amino acids. PT-14 is in the
early stages of clinical trials.
o MIDAS(TM), a peptide technology which may be useful to develop drugs
to treat diseases or for diagnostic imaging. We are engaged in
research and development of this technology to diagnose infections and
to treat obesity, and believe that this technology may have
applications in a variety of other areas as well, including immune
disorders, cancers and cardiology.
In May 1999 we signed a letter of intent with Mallinckrodt Inc., a large
international healthcare products company, concerning the development and
marketing of LeuTech. Subject to negotiation and signing of definitive
agreements, Mallinckrodt will:
o receive an exclusive worldwide license (excluding Europe) for sales,
marketing and distribution of LeuTech;
o provide part of the funding for our continued development and testing
of LeuTech;
o agree to pay us a royalty on future net sales of LeuTech by
Mallinckrodt and purchase its requirements of LeuTech from us at an
agreed-upon transfer price; and
o purchase for $13 million a restricted, unregistered, preferred stock
issue that will be convertible after five years into 700,000 shares of
our common stock.
We expect to sign a definitive agreement with Mallinckrodt by approximately
mid-July 1999.
3
<PAGE>
The address of our principal executive office is 214 Carnegie Center,
Suite 100, Princeton, NJ 08540. Our telephone number is (609) 520-1911.
THE OFFERING
The selling stockholders may sell their shares according to the plan of
distribution described on page 18. We will not receive any proceeds from the
sale of these shares.
RISK FACTORS
Investing in Palatin's stock is highly speculative and risky. You should be
able to bear a complete loss of your investment. Before making an investment
decision, you should carefully consider the following risk factors. If any event
or circumstance described in the following risk factors actually occurs, it
could materially adversely affect our business, financial condition or results
of operations. The risks and uncertainties described below are not the only ones
which Palatin faces. There may be additional risks and uncertainties not
presently known to us or that we currently believe are immaterial which could
also have a negative impact on our business, financial condition, or results of
operations.
DEVELOPMENT AND COMMERCIALIZATION OF OUR PROPOSED PRODUCTS AND TECHNOLOGIES
INVOLVES A LENGTHY, COMPLEX AND COSTLY PROCESS AND WE MAY NEVER DEVELOP OR
COMMERCIALIZE ANY PRODUCTS.
Our proposed products are at various stages of research and development and
may never be successfully developed or commercialized. LeuTech will require
final regulatory approval to market it for diagnosis of appendicitis, as well as
additional clinical trials for other indications. PT-14 and MIDAS technology
will require significant further research, development and testing. You should
evaluate us in light of the uncertainties, delays, difficulties and expenses
commonly experienced by early stage pharmaceutical companies, which generally
include unanticipated problems and additional costs relating to:
o the development and testing of products in animals and humans
o product approval or clearance
o regulatory compliance
o good manufacturing practices
o product introduction
o marketing and competition.
4
<PAGE>
WE EXPECT OUR LOSSES TO INCREASE OVER THE NEXT SEVERAL YEARS AND WE MAY NEVER
BECOME PROFITABLE.
We have never been profitable and we may never become profitable. As of
March 31, 1999, we had an accumulated deficit of $31,445,707. We anticipate
substantial and increasing losses over the next several years as we begin to
manufacture and market LeuTech, expand clinical trials for LeuTech's other
indications and for PT-14, and continue research and development of PT-14 and
MIDAS technology.
IF WE DO NOT OBTAIN ADDITIONAL FUNDS QUICKLY OUR BUSINESS WILL SUFFER.
We are currently spending approximately $850,000 each month on research,
development and administrative costs. Based on that expenditure level, we
currently have enough money to continue operations through July 31, 1999. If
adequate funds are not available when needed, we may be forced to cease
operating, or limit the scope of our research and development.
WE EXPECT TO SELL ADDITIONAL EQUITY SECURITIES WHICH WOULD CAUSE DILUTION.
We expect to sell more equity securities in the future to obtain operating
funds. We may sell these securities at a discount to the market price. Any
future sales of equity securities will dilute the holdings of existing
stockholders, possibly reducing the value of your investment.
WE COULD LOSE OUR RIGHTS TO LEUTECH AND PT-14, WHICH WOULD ADVERSELY AFFECT OUR
POTENTIAL REVENUES AND COULD RESULT IN A LOSS OF YOUR INVESTMENT.
Our rights to a key antibody used in LeuTech are dependent upon an
exclusive license agreement with The Wistar Institute of Biology and Anatomy.
Our rights to PT-14 are dependent upon an exclusive license agreement with
Competitive Technologies, Inc. These agreements contain specific performance
criteria and require us to pay royalties and make milestone payments. Failure to
meet these requirements, or any other event of default under the license
agreements, could lead to termination of the license agreements. If a license
agreement is terminated we may be unable to make or market the covered product,
in which case we may lose the value of our substantial investment in developing
the product, as well as any future revenues from selling the product. If we were
to lose rights to LeuTech, our lead product, the negative impact would be
especially severe and could include loss of your investment.
THE FDA MAY NOT APPROVE THE MARKETING OF LEUTECH FOR DIAGNOSIS OF APPENDICITIS,
WHICH WOULD ADVERSELY AFFECT OUR POTENTIAL REVENUES AND COULD RESULT IN A LOSS
OF YOUR INVESTMENT.
We recently completed clinical trials with LeuTech for the diagnosis of
appendicitis and expect to file an application with the FDA for approval to
market LeuTech for diagnosis of appendicitis. Preparation of the LeuTech license
application and subsequent FDA review can be a long, expensive and uncertain
process. The application must demonstrate that LeuTech has met rigorous
standards of safety, efficacy and manufacturing before it can be approved by the
FDA for commercial use. Failure to obtain regulatory approval of LeuTech, or
delays in
5
<PAGE>
obtaining regulatory approval of LeuTech, would eliminate or delay our potential
revenues from sales of LeuTech. This could make it more difficult to attract
investment capital for funding our other research and development projects, and
could result in a loss of your investment.
WE DEPEND ON TWO CONTRACT MANUFACTURERS, DUTCH STATE MINES AND BEN VENUE
LABORATORIES, FOR THE PRODUCTION OF LEUTECH, SO WE DO NOT HAVE CONTROL OVER WHAT
WE EXPECT WILL BE A KEY PART OF OUR BUSINESS.
We have no ability or capacity to manufacture LeuTech. We are dependent on
Dutch State Mines of the Netherlands for the manufacture of the antibody used in
LeuTech, and on Ben Venue Laboratories of Cleveland, Ohio for the manufacture of
LeuTech kits. The failure of either of these manufacturers to supply these key
components of LeuTech on a timely basis or at all, could force us to seek
alternative sources of supply and could interfere with our ability to deliver
product on a timely basis. Establishing relationships with new suppliers, any of
whom must be FDA-approved, can be a time-consuming and costly process.
WE HAVE LIMITED EXPERIENCE IN MARKETING, DISTRIBUTING AND SELLING PHARMACEUTICAL
PRODUCTS AND WE MAY BE UNABLE TO ESTABLISH SUCCESSFUL MARKETING, DISTRIBUTION
AND SELLING CAPABILITIES FOR LEUTECH.
If LeuTech is approved for marketing by the FDA, we expect to rely on
arrangements with other companies, such as Mallinckrodt, to market, sell and
distribute LeuTech. We may have difficulty establishing the necessary marketing
capability, and in any event, we will have limited control over these
activities. If we do not establish sufficient marketing capability with other
companies, our potential revenues from the sale of LeuTech will be adversely
affected.
COMPETING PRODUCTS AND TECHNOLOGIES MAY MAKE LEUTECH AND OUR OTHER POTENTIAL
PRODUCTS NONCOMPETITIVE.
We are aware of one company developing an antibody-based product which may
compete with LeuTech as to certain indications. The competing product is
marketed in some European countries and regulatory approval is pending in the
United States. We are also aware of at least one other company developing a
peptide-based product which may also compete with LeuTech as to certain
indications. In addition, other technologies may also be used to diagnose
appendicitis, including computerized tomography or CT scan, and ultrasound
technologies.
The pharmaceutical industry is highly competitive. We are likely to
encounter significant competition with respect to LeuTech and our other
potential products. Many of our competitors have substantially greater financial
and technological resources than we do. Many of them also have significantly
greater experience in research and development, marketing, distribution and
sales than we do. Accordingly, our competitors may succeed in developing,
marketing, distributing and selling products and underlying technologies more
rapidly than we can. These competitive products or technologies may be more
effective and useful and less costly than LeuTech or our other potential
products. Academic institutions, hospitals, governmental agencies and other
public and private research organizations are also conducting research and
6
<PAGE>
may develop competing products or technologies on their own or through strategic
alliances or collaborative arrangements.
CONTAMINATION OR INJURY FROM HAZARDOUS MATERIALS USED IN THE DEVELOPMENT OF
LEUTECH, PT-14 AND MIDAS COULD RESULT IN LIABILITY EXCEEDING OUR FINANCIAL
RESOURCES.
Our research and development of LeuTech, PT-14 and MIDAS involves the use
of hazardous materials and chemicals, including radioactive compounds. We cannot
completely eliminate the risk of contamination or injury from these materials.
In the event of contamination or injury, we may be responsible for any resulting
damages. Damages could be significant and could exceed our financial resources,
including the limits of our insurance.
CONFLICTS OF INTEREST MAY ARISE BECAUSE SOME OF OUR OFFICERS, DIRECTORS AND
CONSULTANTS WORK FOR OTHER COMPANIES.
Some of our officers, directors and consultants currently serve and will
continue to serve as officers, directors or consultants of other pharmaceutical
or biotechnology companies, or investment banking, venture capital or similar
companies. In particular, Edward J. Quilty, our principal executive officer and
a director, and Stephen T. Wills, our chief financial officer, hold similar
positions with Derma Sciences, Inc., a publicly traded company in the business
of selling wound care devices. Carl Spana, Ph.D., our chief technology officer
and a director, is a director of Avax Technologies, Inc., a publicly traded
medical technology company. It is possible that such other companies will have
interests which conflict with our interests, in which case we may lose business
opportunities and/or the services of one or more officers, directors or
consultants.
OUR STOCK PRICE HAS RANGED FROM $7.12 TO $1.37 OVER THE LAST 12 MONTHS, AND WE
EXPECT IT TO REMAIN VOLATILE, WHICH COULD LIMIT INVESTORS' ABILITY TO SELL STOCK
AT A PREMIUM.
The volatile price of our stock makes it difficult for investors to predict
the value of their investment, to sell shares at a profit at any given time, or
to plan purchases and sales in advance. A variety of factors may affect the
market price of our common stock. These include, but are not limited to:
o continued operating losses
o announcements of technological innovations or new therapeutic products
o announcement or termination of collaborative relationships by us or
our competitors
o FDA approval or disapproval for marketing LeuTech
o governmental regulation
o clinical trial results
o developments in patent or other proprietary rights
7
<PAGE>
o public concern as to the safety of products developed by us
o general market conditions.
TRADING IN OUR STOCK OVER THE LAST TWELVE MONTHS HAS BEEN LIMITED, SO INVESTORS
MAY NOT BE ABLE TO SELL AS MUCH STOCK AS THEY WANT AT PREVAILING PRICES.
The average daily trading volume in our common stock was approximately
55,000 shares and the average daily number of transactions was approximately 57
over the last twelve months. If limited trading in our stock continues, it may
be difficult for investors to sell their shares in the public market at any
given time at prevailing prices.
OUR MANAGEMENT AND PRINCIPAL STOCKHOLDERS TOGETHER CONTROL OVER A THIRD OF OUR
VOTING SECURITIES, WHICH CONCENTRATION OF OWNERSHIP COULD DELAY OR PREVENT A
CHANGE IN CONTROL.
Our executive officers, directors and 5% or greater stockholders together
control approximately 38% of our voting securities. These stockholders, acting
together, will be able to influence and possibly control most matters submitted
for approval by our stockholders, including the election of directors, delaying
or preventing a change of control, and the consideration of transactions in
which stockholders might otherwise receive a premium for their shares over then
current market prices.
INVESTORS IN THIS OFFERING WILL SUFFER IMMEDIATE AND SUBSTANTIAL DILUTION.
As of March 31, 1999, we had a net tangible book value of $3,170,612, or
approximately $0.48 per share of common stock, assuming conversion of all
outstanding preferred stock and no exercise of any warrants or options. The net
tangible book value per share is substantially less than the current market
price per share. If the purchase price per share paid by investors in this
offering is greater than the net tangible book value per share, investors will
suffer dilution.
THERE ARE IN EXCESS OF 5,000,000 SHARES OF COMMON STOCK UNDERLYING OUTSTANDING
DERIVATIVE SECURITIES WHICH, IF EXERCISED OR CONVERTED, COULD DECREASE THE VALUE
OF YOUR SHARES.
As of May 31, 1999, holders of our outstanding derivative securities have
the right to acquire the following amounts of underlying common stock:
o 1,357,766 shares issuable on conversion of convertible preferred
stock, for no further consideration
o 2,587,439 shares issuable on exercise of warrants, at exercise prices
ranging from $3.75 to $8.68 per share
o 1,208,674 shares issuable on exercise of stock options, at exercise
prices ranging from $.20 to $21.70 per share
If the holders convert or exercise those derivative securities, you may
experience dilution in the net tangible book value of your common stock. In
addition, the sale or availability for sale
8
<PAGE>
of the underlying shares in the marketplace could depress our stock price. We
have registered or agreed to register for resale all of the underlying shares.
As a result, the underlying shares could immediately be resold, resulting in
significant downward pressure on our stock price.
INVESTORS SHOULD BE AWARE OF INDUSTRY-WIDE RISKS WHICH COULD ADVERSELY AFFECT
OUR BUSINESS.
In addition to the risks associated specifically with Palatin described
above, investors should also be aware of other general risks associated with
drug development and the pharmaceutical industry. These include but are not
limited to:
o success of clinical trials
o ability to secure patent protection
o patent disputes
o ability to attract and retain qualified management, scientific and
technical personnel and/or consultants
o recall of products
o acceptance of products by the medical community
o availability of third party reimbursement
o insuring against product liability claims
o Year 2000 problems in computer systems.
NOTE CONCERNING FORWARD LOOKING STATEMENTS
We make forward-looking statements in this prospectus and the documents we
incorporate by reference. Sometimes these statements contain words such as
"anticipates," "plans," "intends," "expects" and similar expressions to identify
forward-looking statements. These statements are not guarantees of our future
performance. Our business involves known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or achievements to
be materially different from what we say in this prospectus and in the documents
we incorporate by reference. Given these uncertainties, you should not place
undue reliance on these forward-looking statements, which speak only as of the
date of this prospectus. We will not revise these forward-looking statements to
reflect events or circumstances after the date of this prospectus or to reflect
the occurrence of unanticipated events.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission, commonly called the
SEC. You can read and copy any document we file at the SEC's public reference
rooms in Washington, DC, New York, NY and
9
<PAGE>
Chicago, IL. You can request copies of these documents by writing to the SEC and
paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for
further information on public reference rooms. Our SEC filings are also
available to the public from the SEC's website at "http://www.sec.gov".
In addition, you can read and copy our SEC filings at the National
Association of Securities Dealers, Inc. at 1735 K Street NW, Washington, DC
20006.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that 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 (File No.
0-22686) we will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934:
o Our 1999 annual meeting proxy statement, filed on May 26, 1999;
o Our quarterly report on Form 10-QSB for the quarter ended March 31,
1999, filed on May 17, 1999;
o Our current report on Form 8-K dated April 30, 1999, filed on May 5,
1999.
o Our quarterly report on Form 10-QSB for the quarter ended December 31,
1998, filed on February 16, 1999;
o Our quarterly report on Form 10-QSB for the quarter ended September
30, 1998, filed on November 16, 1998;
o Our amended annual report on Form 10-KSB/A for the year ended June 30,
1998, filed on October 2, 1998;
o Our annual report on Form 10-KSB for the year ended June 30, 1998,
filed on September 28, 1998; and
o The description of our common stock contained in our registration
statement on Form 8-A filed on October 22, 1993.
You may request a copy of these filings, at no cost, by writing or
telephoning our vice president and chief financial officer at the following
address:
Stephen T. Wills
Vice President and CFO
Palatin Technologies, Inc.
214 Carnegie Center, Suite 100
Princeton NJ 08540
Telephone (609) 520-1911
10
<PAGE>
USE OF PROCEEDS
We will not receive any proceeds from the sale of common stock by the
selling stockholders. All proceeds from the resale of such shares will go to the
selling stockholders. See "Selling Stockholders" and "Plan of Distribution"
below.
SELLING STOCKHOLDERS
This prospectus covers offers and sales of the following shares of common
stock:
o 939,250 shares sold in a private placement from December 31, 1998
through February 8, 1999, as well as an additional 939,250 shares
underlying five-year warrants sold in the private placement;
o 254,600 shares underlying other five-year warrants issued in
connection with the private placement; and
o 47,918 shares acquired by Edward J. Quilty, our chairman, president
and CEO, on the exercise of stock options in November 1996 and April
1997.
The table below lists the selling stockholders and information regarding
their beneficial ownership of common stock as of June 10, 1999. Beneficial
ownership includes stock which the selling stockholder can acquire on conversion
of Series A preferred stock or on exercise of warrants or options exercisable
currently or within 60 days after June 10, 1999. Each share of Series A
preferred stock is convertible into approximately 21.4 shares of common stock.
The information provided in the table below is from the selling
stockholders, reports furnished to us under rules of the SEC, and our stock
ownership records.
Except as noted in the footnotes, the amount set forth in the column "Total
shares owned before offering" represents an equal number of issued shares and
shares underlying warrants, all of which were acquired in the private placement.
Except as noted in the footnotes, no selling stockholder has had, within
the past three years, any position, office or other material relationship with
us or any of our predecessors or affiliates.
11
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Total shares
owned
after
Total offering
shares Percent Shares (assumes sale Percent
owned owned offered of all shares owned
before before for offered after
Name of selling stockholder offering offering resale for resale) offering
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
<S> <C> <C> <C> <C> <C>
Bios Equity Fund L.P. (1) 75,000 1.1% 75,000 0 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Clearwater Fund I, L.P. (2) 250,000 3.5% 250,000 0 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Archibald Cox, Jr. (3) 142,826 2.0% 100,000 42,826 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Lauren Fischer (4) 2,218 * 981 1,237 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Albert Fried, Jr. (5) 874,239 11.5% 550,000 324,239 4.3%
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Greenlight Capital, L.P. (6) 15,200 * 15,200 0 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Greenlight Capital Offshore, Ltd. (7) 15,600 * 15,600 0 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Greenlight Capital Qualified, L.P. (8) 19,200 * 19,200 0 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
J. F. Shea Co., Inc. (9) 257,066 3.5% 150,000 107,066 1.5%
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Scott Katzmann (10) (11) 77,338 1.1% 32,050 45,288 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Donald R. Kendall, Jr. (12) 55,353 * 50,000 5,353 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
John Knox (10) (13) 5,916 * 981 4,935 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Ewa Lipton 50,000 * 50,000 0 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
M.S.B. Research, Inc. (14) 150,000 2.1% 150,000 0 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Siegfried Mangels (15) 17,700 * 12,500 5,200 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Timothy McInerney (10) (16) 153,469 2.1% 39,375 114,094 1.6%
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Michael C. Miles 25,000 * 25,000 0 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Guarantee & Trust Company Trustee FBO Steven 50,000 * 50,000 0 *
M. Oliveira IRA
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Osterweis Revocable Trust (17) 30,353 * 25,000 5,353 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Pace Partners, L.P. (18) 100,000 1.4% 100,000 0 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Anthony J. Pace IRA 50,000 * 50,000 0 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
John Papadimitropoulos (10) 981 * 981 0 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Porter Partners, LP (19) 242,000 3.4% 210,000 32,000 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Edward J. Quilty (20) 325,254 4.4% 47,918 277,336 3.8%
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Mark Rogers, M.D. (21) 6,000 * 6,000 0 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
12
<PAGE>
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Total shares
owned
after
Total offering
shares Percent Shares (assumes sale Percent
owned owned offered of all shares owned
before before for offered after
Name of selling stockholder offering offering resale for resale) offering
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Lindsay A. Rosenwald, M.D. (10) (22) 1,219,165 16.1% 45,797 1,173,368 15.5%
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Wayne Rothbaum 50,000 * 50,000 0 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Wayne L. Rubin (10) (23) 41,554 * 7,852 33,702 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
David W. Ruttenberg (24) 21,353 * 16,000 5,353 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
David Tanen (10) 981 * 981 0 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Techvest, LLC (25) 1,750 * 1,750 0 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Michael S. Weiss (26) 67,497 * 7,852 59,645 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
Jonathan M. Young (27) 45,460 * 25,000 20,460 *
- ----------------------------------------------- ------------- ------------ ------------ --------------- ------------
<FN>
*Indicates less than one percent
- ------------------------------------
(1) The general partner of Bios Equity Fund L.P. is Donaldson Capital Management
Corporation, of which Judith Donaldson is the president and sole shareholder.
(2) The general partner of Clearwater Fund I L.P. is Clearwater Futures, of
which Hans F. Heye is the general partner.
(3) Archibald Cox, Jr. - total ownership before offering is 142,826 shares,
consisting of:
o Shares offered under this prospectus:
50,000 shares acquired on February 8, 1999
50,000 shares issuable on exercise of warrants acquired on February 8, 1999.
o Shares not offered under this prospectus:
42,826 shares issuable on conversion of 2,000 shares of Series A preferred stock.
(4) Lauren Fischer - total ownership before offering is 2,218 shares, consisting
of:
o Shares offered under this prospectus:
981 shares issuable on exercise of warrants acquired on February 8, 1999.
o Shares not offered under this prospectus:
1,237 shares issuable on exercise of warrants.
Ms. Fischer was formerly an employee of Paramount Capital, Inc. See note (10)
below for information on Paramount Capital, Inc.
13
<PAGE>
(5) Albert Fried, Jr. - total ownership before offering is 874,239 shares,
consisting of:
o Shares offered under this prospectus:
112,500 shares acquired on December 31, 1998
112,500 shares acquired on February 8, 1999
112,500 shares issuable on exercise of warrants acquired on December 31, 1998
50,000 shares issuable on exercise of warrants acquired on January 4, 1999
162,500 shares issuable on exercise of warrants acquired on February 8, 1999.
o Shares not offered under this prospectus:
100,000 shares
160,000 shares issuable on exercise of warrants
64,239 shares issuable on conversion of 3,000 shares of Series A preferred stock.
We have a consulting agreement with Mr. Fried to provide services, including
financing related services. Pursuant to this agreement, Mr. Fried has received
warrants to purchase 150,000 shares of common stock, of which 100,000 are
included in this prospectus.
(6) The general partner of Greenlight Capital, L.P. is Greenlight Capital, LLC
and the investment advisor of Greenlight Capital, L.P. is Greenlight Capital,
Inc. The members of Greenlight Capital, LLC and the shareholders of Greenlight
Capital, Inc. are Jeffrey Keswin and David Einhorn. Greenlight Capital, LLC has
sole investment discretion with respect to the Greenlight Capital, L.P.
(7) The investment advisor of Greenlight Capital Offshore, Ltd. is Greenlight
Capital, Inc. The shareholders of Greenlight Capital, Inc. are Jeffrey Keswin
and David Einhorn. Greenlight Capital, Inc. has sole investment discretion with
respect to Greenlight Capital Offshore, Ltd. The directors of Greenlight Capital
Offshore, Ltd. are Jeffrey Keswin, Victor Pisante and CFS Company Ltd.
(8) The general partner of Greenlight Capital Qualified, L.P. is Greenlight
Capital, LLC and the investment advisor of Greenlight Capital Qualified, L.P. is
Greenlight Capital, Inc. Jeffrey Keswin and David Einhorn are the members of
Greenlight Capital, LLC and the shareholders of Greenlight Capital, Inc.
Greenlight Capital, LLC has sole investment discretion with respect to
Greenlight Capital Qualified, L.P.
(9) J.F. Shea Co., Inc. - total ownership before offering is 257,066 shares,
consisting of:
o Shares offered under this prospectus:
75,000 shares acquired on February 8, 1999
75,000 shares issuable on exercise of warrants acquired on February 8, 1999.
o Shares not offered under this prospectus:
107,066 shares issuable on conversion of 5,000 shares of Series A preferred stock.
John F. Shea is the president and Edmund H. Shea, Jr. and Peter O. Shea are
vice-presidents of J.F. Shea Co., Inc. They are also the beneficial owners of J.
F. Shea Co., Inc. In addition, James G. Shontere serves as a secretary and
director of J.F. Shea Co., Inc.
(10) Employee of Paramount Capital, Inc. Paramount Capital, Inc. has acted as
finder or placement agent in connection with several of our financings. We also
have an introduction
14
<PAGE>
agreement with Paramount Capital, Inc. to act as our non-exclusive financial
advisor. Pursuant to the introduction agreement, we have agreed to issue
warrants to purchase a total of 44,075 shares to Paramount Capital, Inc. or its
designees in connection with a private placement which terminated on April 30,
1999.
(11) Scott Katzmann - total ownership before offering is 77,338 shares,
consisting of:
o Shares offered under this prospectus:
32,050 shares issuable on exercise of warrants acquired on February 8, 1999.
o Shares not offered under this prospectus:
45,288 shares issuable on exercise of warrants.
Mr. Katzmann is a managing director of Paramount Capital, Inc.
(12) Donald R. Kendall, Jr. - total ownership before offering is 55,353 shares,
consisting of:
o Shares offered under this prospectus:
25,000 shares acquired on February 8, 1999
25,000 shares issuable on exercise of warrants acquired on February 8, 1999.
o Shares not offered under this prospectus:
5,353 shares issuable on conversion of 250 shares of Series A preferred stock.
(13) John Knox - total ownership before offering is 5,916 shares, consisting of:
o Shares offered under this prospectus:
981 shares issuable on exercise of warrants acquired on February 8, 1999.
o Shares not offered under this prospectus:
1,250 shares
3,685 shares issuable on exercise of warrants.
(14) The president, director, and sole shareholder of M.S.B. Research, Inc. is
Mark S. Berg.
(15) Siegfried Mangels - total ownership before offering is 17,700 shares,
consisting of:
o Shares offered under this prospectus:
6,250 shares acquired on February 8, 1999
6,250 shares issuable on exercise of warrants acquired on February 8, 1999.
o Shares not offered under this prospectus:
5,200 shares.
(16) Timothy McInerney - total ownership before offering is 153,469 shares,
consisting of:
o Shares offered under this prospectus:
39,375 shares issuable on exercise of warrants acquired on February 8, 1999.
o Shares not offered under this prospectus:
10,000 shares
25,000 shares issuable to Mr. McInerney as compensation for services
104,094 shares issuable on exercise of warrants.
15
<PAGE>
(17) Osterweis Revocable Trust - total ownership before offering is 30,353
shares, consisting of:
o Shares offered under this prospectus:
12,500 shares acquired on February 8, 1999
12,500 shares issuable on exercise of warrants acquired on February 8, 1999.
o Shares not offered under this prospectus:
5,353 shares issuable on conversion of 250 shares of Series A preferred stock.
The Osterweis Revocable Trust is a trust held by the Osterweis Fund. John S.
Osterweis is the trustee for the Osterweis Revocable Trust. Osterweis Capital
Management, LLC is the investment advisor to the fund. John S. Osterweis is the
manager and president of the fund.
(18) The general partner and beneficial owner of Pace Partners, L.P. is Anthony
J. Pace.
(19) Porter Partners, L.P. - total ownership before offering is 242,000 shares,
consisting of:
o Shares offered under this prospectus:
100,000 shares acquired on December 31, 1998
110,000 shares issuable on exercise of warrants acquired on December 31, 1998.
o Shares not offered under this prospectus:
32,000 shares.
The general partners and beneficial owners of Porter Partners, L.P. are Jeff Porter and Jerome Porter.
(20) Edward J. Quilty - total ownership before offering is 325,254 shares,
consisting of:
o Shares offered under this prospectus:
47,918 shares acquired on exercise of stock options.
o Shares not offered under this prospectus:
31,357 shares
245,979 shares issuable on exercise of stock options.
Mr. Quilty is our chairman, president and CEO.
(21) Dr. Rogers is the president of Paramount Capital, Inc.
(22) Lindsay A. Rosenwald, M.D. - total ownership before offering is 1,219,165
shares, consisting of:
o Shares offered under this prospectus:
45,797 shares issuable on exercise of warrants acquired on February 8, 1999.
o Shares not offered under this prospectus:
714,168 shares
214,132 shares issuable on conversion of 10,000 shares of Series A preferred stock
290,865 shares issuable on exercise of warrants.
Dr. Rosenwald is the chairman of the board and sole stockholder of Paramount
Capital, Inc. See note (10) above for information on Paramount Captial, Inc. Dr.
Rosenwald shares voting and investment power as to 1,009,302 of the 1,219,165
shares shown in the column "Total shares owned before the offering" with the
following persons:
16
<PAGE>
o RAQ, LLC, as to 358,245 shares
o Paramount Capital Asset Management, Inc., as to 651,057 shares
o The Aries Trust, as to 446,123 shares
o Aries Domestic Fund, as to 204,934 shares.
Dr. Rosenwald is the president of RAQ, LLC, and is the president, chairman of
the board and sole shareholder of Paramount Capital Asset Management, Inc.,
which is the investment manager of The Aries Trust and the general partner of
Aries Domestic Fund. Dr. Rosenwald and Paramount Capital Asset Management
disclaim beneficial ownership of the securities held by The Aries Trust and
Aries Domestic Fund, except to the extent of their pecuniary interest, if any.
(23) Wayne L. Rubin - total ownership before offering is 41,554 shares,
consisting of:
o Shares offered under this prospectus:
7,852 shares issuable on exercise of warrants acquired on February 8, 1999.
o Shares not offered under this prospectus:
4,319 shares outstanding
29,383 shares issuable on exercise of warrants.
(24) David W. Ruttenberg - total ownership before offering is 21,353 shares,
consisting of:
o Shares offered under this prospectus:
8,000 shares acquired on February 8, 1999
8,000 shares issuable on exercise of warrants acquired on February 8, 1999.
o Shares not offered under this prospectus:
5,353 shares issuable on conversion of 250 shares of Series A preferred stock.
(25) Represents shares underlying warrants issued to Techvest, LLC, pursuant to
an introduction agreement. The owner and only officer of Techvest is Michael
Ehrenreich.
(26) Michael S. Weiss - total ownership before offering is 63,694 shares,
consisting of:
o Shares offered under this prospectus:
7,852 shares issuable on exercise of warrants acquired on February 8, 1999.
o Shares not offered under this prospectus:
12,925 shares
30,051 shares issuable on exercise of warrants
16,669 shares issuable on exercise of stock options.
Mr. Weiss was a member of our board of directors from June 1996 until April
1999. He was senior managing director of Paramount Capital, Inc. until April
1999. See note (10) above concerning Paramount Capital, Inc. All of Mr. Weiss's
stock options will expire on July 14, 1999, if not exercised before that date.
(27) Jonathan M. Young - total ownership before offering is 45,460 shares,
consisting of:
o Shares offered under this prospectus:
12,500 shares acquired on February 8, 1999
12,500 shares issuable on exercise of warrants acquired on February 8, 1999.
o Shares not offered under this prospectus:
20,460 shares.
</FN>
</TABLE>
17
<PAGE>
PLAN OF DISTRIBUTION
We have registered the shares on behalf of the selling stockholders. We are
bearing all costs relating to the registration of the shares, other than fees
and expenses, if any, of counsel or other advisors 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
stockholders. The selling stockholders may offer their shares at various times
in one or more of the following transactions, or in other kinds of transactions:
o transactions on the Nasdaq SmallCap Market;
o in private transactions other than through the Nasdaq SmallCap Market;
o in connection with short sales of Palatin shares;
o by pledge to secure debts and other obligations;
o in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other
transactions;
o in standardized or over-the-counter options; or
o in a combination of any of the above transactions.
The selling stockholders also may resell all or a portion of the shares in
open market transactions in reliance on Rule 144 under the Securities Act, if
they meet the criteria and conform to the requirements of that Rule.
The selling stockholders may sell their shares at quoted market prices, at
prices based on quoted market prices, at negotiated prices or at fixed prices.
The selling stockholders may use broker-dealers to sell their shares. If this
happens, broker-dealers may either receive discounts or commissions from the
selling stockholders, or they may receive commissions from purchasers of shares
for whom they acted as agents.
The selling stockholders and any broker-dealers or agents that participate
with the selling stockholders in the sale of shares may be "underwriters" within
the meaning of the Securities Act. Any commissions received by broker-dealers or
agents on the sales and any profit on the resale of shares purchased by
broker-dealers or agents may be deemed to be underwriting commissions or
discounts under the Securities Act.
Under the rules and regulations of the SEC, any person engaged in the
distribution or the resale of our shares may not simultaneously buy, bid for or
attempt to induce any other person to buy or bid for our common stock in the
open market for a period of two business days prior to the commencement of the
distribution. The rules and regulations under the Securities Exchange Act of
1934 may limit the timing of purchases and sales of shares of our common stock
by the selling securityholders.
18
<PAGE>
LEGAL MATTERS
The legality of the shares of common stock offered in this prospectus has
been passed upon by our counsel, Graham & James LLP, New York, New York. Certain
members of Graham & James LLP have been granted options under our 1996 stock
option plan to purchase an aggregate of 12,500 shares of common stock at an
exercise price of $8.00 per share, which options are immediately exercisable and
expire on January 3, 2007, and an option to purchase 5,000 shares of common
stock at an exercise price of $6.00 per share, which option is partially
exercisable and expires on January 21, 2008.
EXPERTS
The audited consolidated financial statements incorporated by reference in
this prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
report with respect thereto, and are incorporated by reference in reliance upon
the authority of said firm as experts in giving said reports. Reference is made
to said report, which includes an explanatory paragraph with respect to the
uncertainty regarding our ability to continue as a going concern as discussed in
Note 2 to our financial statements.
19
<PAGE>
- --------------------------------------------------------------------------------
This prospectus is part of a registration statement we filed with the Securities
and Exchange Commission. You should rely only on the information or
representations contained in this prospectus. We have not authorized anyone to
provide information other than that provided in this prospectus. We have not
authorized anyone to provide you with any information that is different. We are
not making an offer of these securities in any state where the 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 front of the document.
2,181,018
Shares of Common Stock
[GRAPHIC OMITTED]
PALATIN TECHNOLOGIES, INC.
PROSPECTUS
<PAGE>
PART II. INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The registrant will bear all expenses, estimated at $68,000, incurred in
connection with the registration of the shares offered in this registration
statement under the Securities Act of 1933 and qualification or exemption of the
registered shares under state securities laws for the named selling
stockholders. The selling stockholders will pay all underwriting discounts and
selling commissions applicable to the sale of registered shares.
SEC registration fees $2,691
Blue sky fees and expenses* $10,000
Costs of printing and engraving* $3,000
Legal fees and expenses* $43,000
Accounting fees and expenses* $5,000
Miscellaneous* $4,309
------
TOTAL $68,000
*Estimated.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may 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, employee or agent of the
corporation, or serving at the request of the corporation in similar capacities,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding 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. In the case of an action
or suit by or in the right of the corporation, no indemnification shall 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 having jurisdiction shall determine that such person is fairly and
reasonably entitled to indemnity.
Article V, Section 3 of the registrant's certificate of incorporation
provides that to the fullest extent permitted by the Delaware General
Corporation Law, no director of the registrant shall be personally liable to the
registrant or its stockholders for monetary damages for breach of a fiduciary
duty as a director.
II-1
<PAGE>
Article VI of the registrant's certificate of incorporation provides that
the registrant shall make the indemnification permitted under Section 145 of the
Delaware General Corporation Law, as summarized above, but only (unless ordered
by a court) upon a determination by a majority of a quorum of disinterested
directors, by independent legal counsel in a written opinion, or by the
stockholders, that the indemnified person has met the applicable standard of
conduct. Article VI further provides that the registrant may advance expenses
for defending actions, suits or proceedings upon such terms and conditions as
the registrant's Board of Directors deems appropriate, and that the registrant
may purchase insurance on behalf of indemnified persons whether or not the
registrant would have the power to indemnify such persons under Section 145 the
Delaware General Corporation Law.
The registrant's bylaws contain substantially the same indemnification
provisions as the registrant's certificate of incorporation, summarized above.
The registrant's employment agreement with Edward J. Quilty requires the
registrant to indemnify and advance expenses to Edward J. Quilty, the
registrant's Chairman of the Board, President and Chief Executive Officer, to
the fullest extent permitted under Section 145 of the Delaware General
Corporation Law.
The agreement with the selling stockholders pursuant to which the
registrant has filed the registration statement provides that the registrant
will indemnify each selling stockholder (including control persons, officers,
directors and constituent partners of the selling stockholder), and each selling
stockholder will indemnify the registrant (including control persons, officers
and directors) against certain liabilities which might arise from the
registration of the registered shares. The indemnifications may cover
liabilities arising under the Securities Act. The obligation of each selling
stockholder to indemnify the registrant or its affiliates is limited to
liabilities based on written information which the selling stockholder provides
to the registrant for inclusion in the registration statement.
The registrant has obtained a directors' and officers' liability insurance
policy which covers, among other things, certain liabilities arising under the
Securities Act.
ITEM 16. EXHIBITS.
EXHIBITS
The following exhibits are filed with this registration statement, or
incorporated by reference as noted:
2.1 Agreement and Plan of Reorganization dated as of April 12, 1996 by and
between Interfilm, Inc., Interfilm Acquisition Corp. and RhoMed
Incorporated; incorporated by reference to Exhibit 2.1 of the
registrant's Form 8-K dated June 25, 1996, filed with the Commission
on July 10, 1996.
2.2 Waiver and Consent dated as of June 24, 1996, between Interfilm, Inc.,
Interfilm Acquisition Corp. and RhoMed Incorporated; incorporated by
reference to Exhibit 2.2 of the registrant's Form 10-KSB annual report
for the
II-2
<PAGE>
period ended June 30, 1996, filed with the Commission on September 27,
1996.
4.1 Specimen certificate for common stock; incorporated by reference to
Exhibit 4.1 of the registrant's Form 8-K dated July 19, 1996, filed
with the Commission on August 9, 1996.
5.1 Opinion of Graham & James LLP, counsel to the registrant, re
legality.*
10.40 Form of Warrant dated as of December 31, 1998, between the registrant
and certain purchasers; incorporated by reference to Exhibit 10.40 of
the registrant's report on Form 10-QSB for the quarter ended December
31, 1998, filed with the Commission on February 16, 1999.
10.41 Form of Stock Purchase Agreement dated as of December 31, 1998,
between the registrant and certain purchasers; incorporated by
reference to Exhibit 10.41 of the registrant's report on Form 10-QSB
for the quarter ended December 31, 1998, filed with the Commission on
February 16, 1999.
10.42 Registration Rights Agreement dated as of December 31, 1998, between
the registrant and certain purchasers; incorporated by reference to
Exhibit 10.42 of the registrant's report on Form 10-QSB for the
quarter ended December 31, 1998, filed with the Commission on February
16, 1999.
23.1 Consent of Graham & James LLP. (Included in Exhibit 5.1.)*
23.2 Consent of Arthur Andersen LLP.**
24.1 Power of Attorney.*
27 Financial Data Schedule; incorporated by reference and previously
filed as an exhibit to the registrant's report on Form 10-QSB for the
quarter ended March 31, 1999, filed with the Commission on May 17,
1999.
*Previously filed.
**Filed with this Amendment No. 2.
ITEM 17. UNDERTAKINGS.
The registrant 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 together, 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,
II-3
<PAGE>
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; and
(iii) include any additional or changed material information on the
plan of distribution;
provided, however, that paragraphs (1)(i) and (1)(ii) will not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of such securities at that time to be the initial bona
fide offering thereof.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the 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 registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Princeton, State of New Jersey, on
June 15, 1999.
PALATIN TECHNOLOGIES, INC.
By: /s/ Edward J. Quilty
- -------------------------------------
Edward J. Quilty
Chairman of the Board, President
and Chief Executive Officer
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the registration statement has been signed by the following persons in
the capacities and on the dates indicated.
Signature Titles Date
/s/ Edward J. Quilty
- --------------------- Chairman of the Board, President June 15, 1999
Edward J. Quilty and Chief Executive Officer
(principal executive officer)
/s/ Carl Spana
- --------------------- Executive Vice President and Director June 15, 1999
Carl Spana
/s/ Charles L. Putnam
- --------------------- Executive Vice President and Director June 15, 1999
Charles L. Putnam
/s/ Stephen T. Wills
- --------------------- Vice President and Chief Financial June 15, 1999
Stephen T. Wills Officer (principal financial and
accounting officer)
*
- ---------------------- Director June 15, 1999
James T. O'Brien
II-6
<PAGE>
*
- ----------------------- Director June 15, 1999
John K.A. Prendergast
*
- ------------------------ Director June 15, 1999
Robert G. Moussa
*
- ------------------------ Director June 15, 1999
Robert K. deVeer, Jr.
*By: /s/ Edward J. Quilty
---------------------
as attorney-in-fact
II-7
<PAGE>
EX-23.2
Consent of Arthur Andersen LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated August 10, 1998
included in Palatin Technologies, Inc.'s Form 10-KSB for the year ended June 30,
1998 and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Philadelphia, PA
June 11, 1999
