As filed with the Securities and Exchange Commission on May 6, 1999
Registration No. 333-72873
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1
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
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. []
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------- ----------------------- -------------------------- ---------------------------- -----------------------
Title of each class of Proposed maximum
securities to be Amount to be registered offering price per share Proposed maximum aggregate Amount of registration
registered (1) offering price (1) fee*
- --------------------------- ------------------------ ------------------------- ---------------------------- -----------------------
<S> <C> <C> <C> <C>
Common stock 2,181,018 Shares $4.4375 $9,678,267.38 $2,690.56
- --------------------------- ------------------------ ------------------------- ---------------------------- -----------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, and based on
the average of the high and low prices of the registrant's common stock
reported on The Nasdaq SmallCap MarketK on February 17, 1999.
Pursuant to Rule 416(a) under the Securities Act of 1933, this
registration statement also covers such indeterminable additional shares
as may become issuable as a result of any future stock splits, stock
dividends or similar transactions.
*Previously paid.
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 MAY 6, 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 April 30, 1999, the closing price of the common stock was $6 3/16.
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 May __, 1999.
<PAGE>
TABLE OF CONTENTS
Prospectus Summary...........................................................3
Risk Factors.................................................................4
Note Concerning Forward Looking Statements...................................9
Where You Can Find More Information.........................................10
Incorporation by Reference..................................................10
Use of Proceeds.............................................................11
Selling Stockholders........................................................11
Plan of Distribution........................................................17
Legal Matters...............................................................18
Experts.....................................................................18
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:
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 FDA (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. We believe
that LeuTech can also be used to diagnose a wide range of other
infections. These include infections of the intra-abdominal area,
such as intestinal, spleen, liver or urinary tract infections, as
well as bone, prosthetic (artificial body part) and other infections.
PT-14, a drug to treat sexual dysfunction, primarily male erectile
dysfunction. PT-14 is a stabilized peptide (short chain of amino
acids) that works like a natural hormone. PT-14 is in the early
stages of clinical trials.
MIDAS(TM) (for Metal Ion-induced Distinctive Array of Structures), 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. We believe that this technology may have applications in a
variety of other areas, including immune disorders, cancers and
cardiology.
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 17. We will not receive any proceeds from the
sale of these shares.
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<PAGE>
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,
together with other information contained or incorporated by reference in this
prospectus. 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
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 December 31, 1998, we had an accumulated deficit of approximately
$28,474,687. We anticipate substantial and increasing losses over the next
several years as we commence manufacturing and marketing LeuTech (if regulatory
approval is obtained), expand clinical trials for LeuTech's other indications
and for PT-14, and continue research and development of PT-14 and MIDAS
technology.
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<PAGE>
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 May 31, 1999. If
adequate funds are not available when needed, we may be forced to cease
operating, or cut back on one or more of our research and development programs.
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.
Our rights to a key monoclonal (from a single cell line) antibody used
in LeuTech and its parent cell line 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.
THE FDA MAY NOT APPROVE THE MARKETING OF LEUTECH FOR DIAGNOSIS OF APPENDICITIS,
WHICH WOULD ADVERSELY AFFECT OUR BUSINESS.
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. The failure to obtain regulatory approval of LeuTech, or
delays in obtaining regulatory approval of LeuTech, would adversely affect our
business.
WE DEPEND ON CONTRACT MANUFACTURERS 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 and are solely
dependent on Dutch State Mines of the Netherlands, a contract manufacturer, for
the manufacture of the monoclonal antibody used in LeuTech. The failure of our
manufacturer to supply the monoclonal antibody, a key component of LeuTech, on a
timely basis or at all, could force us to
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<PAGE>
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 will have to
develop a sales force and/or rely on arrangements with others to market, sell
and distribute LeuTech. We cannot predict whether we will be able to establish
marketing, distribution, and sales capabilities or arrange with third parties to
perform such activities on acceptable terms. If we rely on others for any or all
of these activities, we will have limited control over the results. If we are
unable to establish the necessary marketing capability, whether directly or
through others, our business 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 CT (computerized tomography) 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, and these 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 seeking patent
protection and may develop competing products or technologies on their own or
through strategic alliances or collaborative arrangements.
CONTAMINATION OR INJURY FROM HAZARDOUS MATERIALS COULD RESULT IN LIABILITY
EXCEEDING OUR FINANCIAL RESOURCES.
Our research and development 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
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<PAGE>
any resulting damages. Damages could be significant and could exceed our
financial resources, including the limits of our insurance.
IF A COURT DETERMINES THAT A PRODUCT OF OURS INFRINGES THE PATENT OF ANOTHER, WE
COULD BE PREVENTED FROM SELLING OUR PRODUCT AND MAY HAVE TO PAY SUBSTANTIAL
COSTS.
There may be existing United States or foreign patents of others
which we have not identified that could interfere with our right to make or sell
our products. It is also possible that patents may issue in the future which
could interfere with our right to make or sell our products. If a patent dispute
arises, we may (1) incur significant litigation expenses, (2) have to pay
license fees and/or damages, and (3) have to stop developing the technology and
stop selling or making the product involved in the dispute.
WE RELY HEAVILY ON THE SPECIALIZED SKILLS OF MANAGEMENT, PERSONNEL AND OUTSIDE
CONSULTANTS.
We are highly dependent upon the efforts of our management. The loss
of the services of one or more members of our management could impede the
achievement of our objectives. In addition, our development programs require
specialized scientific skills and detailed knowledge of the extensive government
regulations affecting our products and procedures. We are highly dependent upon
our ability to attract and retain qualified scientific and technical personnel.
We also rely on outside consultants for expertise in clinical management,
manufacturing, and certain aspects of regulatory approval. The departure of any
of our scientific or technical personnel, or the unavailability of any of these
outside consultants, could result in costly delays in our development programs.
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.
WE EXPECT OUR STOCK PRICE TO REMAIN VOLATILE.
Over the last twelve months our stock price ranged from $1.375 to
$9.063 and we expect it to remain volatile. A variety of factors may affect the
market price of our common stock. These include, but are not limited to:
o continued operating losses
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<PAGE>
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
o public concern as to the safety of products we develop
o general market conditions
THE TRADING VOLUME IN OUR STOCK IS LOW AND A MORE ACTIVE TRADING MARKET MAY
NEVER DEVELOP.
Over the last twelve months, the average daily trading volume in our
common stock was 46,687 shares and the average number of transactions per day
was 49. This low average volume and low average number of transactions per day
may affect the ability of our stockholders to sell their shares in the public
market at prevailing prices. We do not know whether a more active trading market
will develop in the future.
CONCENTRATION OF OWNERSHIP COULD DELAY OR PREVENT A CHANGE IN CONTROL.
Our executive officers, directors and five percent (5%) or greater
stockholders together currently control approximately 47% of our voting
securities. In addition, these individuals and entities hold options or warrants
to acquire a significant number of 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 December 31, 1998, we had a net tangible book value of
approximately $1,564,701, or approximately $0.21 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, and to the extent that, 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.
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<PAGE>
THE VALUE OF YOUR SHARES MAY DECREASE IF OTHER SECURITYHOLDERS CONVERT OR
EXERCISE THEIR SECURITIES.
As of April 30, 1999, approximately 1,544,480 shares of common stock are
issuable on conversion of outstanding convertible preferred stock for no further
consideration, and approximately 2,613,480 shares are issuable on exercise of
warrants and options at exercise prices ranging from $.22 per share to $21.70
per share. If the holders convert or exercise these securities, you may
experience dilution in the net tangible book value and earnings per share of
your common stock. In addition, the sale or availability for sale of these
shares in the marketplace could depress our stock price. All of these shares
issuable upon conversion or exercise of these securities have been, or will at
the time of exercise or conversion be, registered for resale. As a result, these
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 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.
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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 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 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
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<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
From December 31, 1998 through February 8, 1999, we issued an
aggregate of 939,250 of the shares of common stock offered by this prospectus in
a private placement to certain selling stockholders.
We will issue 939,250 of the shares offered by this prospectus to
certain selling stockholders upon exercise of five-year warrants issued in the
private placement.
We will issue 254,600 shares offered by this prospectus to certain
selling stockholders upon exercise of additional five-year warrants issued in
connection with the private placement.
As of the date of this prospectus, no selling stockholder has
exercised any warrants.
We issued 47,918 shares covered by this prospectus to Edward J.
Quilty 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 April 30, 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 April 30, 1999.
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 amounts set forth in the column
"Total shares owned before offering" consist one-half of shares of common stock
issued in the private placement and one-half of shares issuable on exercise of
warrants issued in the private placement, all registered for resale in this
offering.
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.
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<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. 75,000 1.1% 75,000 0 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Clearwater Fund I 250,000 3.7% 250,000 0 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Archibald Cox, Jr. (1) 142,735 2.1% 100,000 42,735 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Lauren Fischer (2) 2,218 * 981 1,237 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Albert Fried, Jr. (3) 874,102 12.0% 550,000 324,102 4.5
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Greenlight Capital, L.P. 15,200 * 15,200 0 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Greenlight Capital Offshore, Ltd. 15,600 * 15,600 0 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Greenlight Capital Qualified, L.P. 19,200 * 19,200 0 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
J. F. Shea Co., Inc. (4) 256,837 3.7% 150,000 106,837 1.6%
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Scott Katzmann (5) (6) 76,797 1.1% 32,050 44,747 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Donald R. Kendall, Jr. (7) 55,341 * 50,000 5,341 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
John Knox (5) (8) 5,909 * 981 4,928 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Ewa Lipton 50,000 * 50,000 0 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
M.S.B. Research, Inc. 150,000 2.2% 150,000 0 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Siegfried Mangels (9) 17,700 * 12,500 5,200 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Timothy McInerney (5) (10) 141,498 2.1% 39,375 102,123 1.5%
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Michael C. Miles 25,000 * 25,000 0 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Guarantee & Trust Company Trustee FBO 50,000 * 50,000 0 *
Steven M. Oliveira IRA
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Osterweis Revocable Trust (11) 30,341 * 25,000 5,341 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Pace Partners, L.P. 100,000 1.5% 100,000 0 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Anthony J. Pace IRA 50,000 * 50,000 0 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
John Papadimitropoulos (5) 981 * 981 0 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Porter Partners, LP (12) 242,000 3.5% 210,000 32,000 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Edward J. Quilty (13) 364,154 5.2% 47,918 316,236 4.5%
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Mark Rogers, M.D. (14) 6,000 * 6,000 0 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
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- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
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. (5) (15) 1,215,945 16.9% 45,797 1,170,148 16.2%
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Wayne Rothbaum 50,000 * 50,000 0 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Wayne L. Rubin (5) (16) 41,206 * 7,852 33,624 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
David W. Ruttenberg (17) 21,341 * 16,000 5,341 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
David Tanen (5) 981 * 981 0 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Techvest, LLC (18) 1,750 * 1,750 0 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Michael S. Weiss (19) 67,174 1.0% 7,852 59,322 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
Jonathan M. Young (20) 45,460 * 25,000 20,460 *
- --------------------------------------- ----------------- -------------- -------------- ----------------- ------------
* Indicates less than one percent
</TABLE>
FOOTNOTES TO SELLING STOCKHOLDERS TABLE:
(1) Includes 50,000 shares of common stock and 50,000 shares of common stock
issuable on exercise of warrants acquired in the private placement, which
shares are offered in this prospectus. Also includes 42,735 shares of
common stock, which shares are not offered in this prospectus, issuable on
conversion of 2,000 shares of Series A preferred stock (each share of
Series A preferred stock converts into approximately 21.37 shares of
common stock).
(2) Includes 981 shares of common stock issuable on exercise of warrants
acquired in connection with the private placement, which shares are
offered in this prospectus. Also includes 1,237 shares of common stock
issuable on exercise of warrants acquired in connection with other
offerings, which shares are not offered in this prospectus. Ms. Fischer
was formerly an employee of Paramount Capital, Inc. See footnote (5) for a
description of Paramount Capital.
(3) Includes 225,000 shares of common stock and 225,000 shares of common stock
issuable on exercise of warrants acquired in the private placement, and
100,000 shares of common stock issuable on exercise of warrants acquired
in connection with the private placement, which shares are offered in this
prospectus. Also includes 100,000 shares of common stock and 160,000
shares of common stock issuable on exercise of warrants acquired in or in
connection with other offerings, which shares are not offered in this
prospectus. Also includes 64,102 shares of common stock, which shares are
not offered in this prospectus, issuable on conversion of 3,000 shares of
Series A preferred stock (each share of Series A
13
<PAGE>
preferred stock converts into approximately 21.37 shares of common
stock). We have a consulting agreement with Mr. Fried to provide
services, including financing related services. Under this agreement,
Mr. Fried received warrants to purchase 150,000 shares of common stock,
of which 100,000 are offered in this prospectus and described above.
(4) Includes 75,000 shares of common stock and 75,000 shares of common stock
issuable on exercise of warrants acquired in the private placement, which
shares are offered in this prospectus. Also includes 106,837 shares of
common stock, which shares are not offered in this prospectus, issuable on
conversion of 5,000 shares of Series A preferred stock (each share of
Series A preferred stock converts into approximately 21.37 shares of
common stock).
(5) Employee of Paramount Capital, Inc. Paramount Capital has acted as finder
or placement agent in connection with several of our financings, including
the private placement. We have an introduction agreement with Paramount
Capital to act as our non-exclusive financial advisor. All Paramount
Capital officers or employees to whom we issued warrants in connection
with the private placement received them in connection with the
introduction agreement.
(6) Includes 32,050 shares of common stock issuable on exercise of warrants
acquired in connection with the private placement, which shares are
offered in this prospectus. Also includes 44,747 shares of common stock
issuable on exercise of warrants acquired in connection with other
offerings, which shares are not offered in this prospectus. Mr. Katzmann
is a managing director of Paramount Capital.
(7) Includes 25,000 shares of common stock and 25,000 shares of common stock
issuable on exercise of warrants acquired in the private placement, which
shares are offered in this prospectus. Also includes 5,341 shares of
common stock, which shares are not offered in this prospectus, issuable on
conversion of 250 shares of Series A preferred stock (each share of Series
A preferred stock converts into approximately 21.37 shares of common
stock).
(8) Includes 981 shares of common stock issuable on exercise of warrants
acquired in connection with the private placement, which shares are
offered in this prospectus. Also includes 1,250 shares of common stock
and 3,678 shares of common stock issuable on exercise of warrants
acquired in connection with other offerings, which shares are not
offered in this prospectus.
(9) Includes 6,250 shares of common stock and 6,250 shares of common stock
issuable on exercise of warrants acquired in the private placement, which
shares are offered in this prospectus. Also includes 5,200 shares of
common stock, which shares are not offered in this prospectus.
(10) Includes 39,375 shares of common stock issuable on exercise of warrants
acquired in connection with the private placement, which shares are
offered in this prospectus. Also includes 102,123 shares of common stock
issuable on exercise of warrants acquired in connection with other
offerings, which shares are not offered in this prospectus.
(11) Includes 12,500 shares of common stock and 12,500 shares of common stock
issuable on exercise of warrants acquired in the private placement, which
shares are offered in this prospectus. Also includes 5,341 shares of
common stock, which shares are not offered in
14
<PAGE>
this prospectus, issuable on conversion of 250 shares of Series A
preferred stock (each share of Series A preferred stock converts into
approximately 21.37 shares of common stock).
(12) Includes 100,000 shares of common stock and 100,000 shares of common stock
issuable on exercise of warrants acquired in the private placement, and
10,000 shares of common stock issuable on exercise of warrants acquired in
connection with the private placement, which shares are offered in this
prospectus. Also includes 32,000 shares of common stock, which shares are
not offered in this prospectus.
(13) Includes 47,918 shares of common stock issued on exercise of stock
options, which shares are offered in this prospectus. Also includes
316,236 shares of common stock issuable on exercise of stock options,
which shares are not offered in this prospectus. Mr. Quilty is our
Chairman of the Board, Chief Executive Officer and President.
(14) Dr. Rogers is the President of Paramount Capital Investments, Inc., an
affiliate of Paramount Capital, Inc.
(15) Includes 45,797 shares of common stock issuable on exercise of warrants
acquired in connection with the private placement, which shares are
offered in this prospectus. Also includes 714,168 shares of common stock
and 242,306 shares of common stock issuable on exercise of warrants
acquired in or in connection with other offerings, which shares are not
offered in this prospectus. Also includes 213,674 shares of common stock,
which shares are not offered in this prospectus, issuable on conversion of
10,000 shares of Series A preferred stock (each share of Series A
preferred stock converts into approximately 21.37 shares of common stock).
Does not include 44,075 warrants issuable to Paramount Capital, Inc. or
its designees in connection with a private placement which terminated on
April 30, 1999. Dr. Rosenwald is the Chairman of the Board and sole
stockholder of Paramount Capital. Dr. Rosenwald shares voting and
investment power as to 1,007,750 of the 1,215,945 shares set forth in the
column "Total shares owned before offering," with the following persons:
o RAQ, LLC (as to 358,245 shares),
o Paramount Capital Asset Management, Inc. (as to 649,505 shares),
o The Aries Trust (as to 445,048 shares), and
o Aries Domestic Fund (as to 204,457 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. The amount for Dr. Rosenwald does not
include any shares beneficially owned by employees of Paramount Capital,
Inc. or Paramount Capital Investments, of which Dr. Rosenwald is the
Chairman of the Board and President.
(16) Includes 7,852 shares of common stock issuable on exercise of warrants
acquired in connection with the private placement, which shares are
offered in this prospectus. Also includes 4,319 shares of common stock and
29,035 shares of common stock issuable on exercise of warrants acquired in
connection with other offerings, which shares are not offered in this
prospectus.
15
<PAGE>
(17) Includes 8,000 shares of common stock and 8,000 shares of common stock
issuable on exercise of warrants acquired in the private placement, which
shares are offered in this prospectus. Also includes 5,341 shares of
common stock, which shares are not offered in this prospectus, issuable on
conversion of 250 shares of Series A preferred stock (each share of Series
A preferred stock converts into approximately 21.37 shares of common
stock).
(18) Represents shares of common stock issuable upon exercise of warrants
issued in connection with an introduction agreement, which shares of
common stock are offered in this prospectus. Techvest had the
non-exclusive right to introduce prospective investors to us.
(19) Includes 7,852 shares of common stock issuable on exercise of warrants
acquired in connection with the private placement, which shares are
offered in this prospectus. Also includes 12,925 shares of common stock,
29,035 shares of common stock issuable on exercise of warrants acquired in
connection with other offerings, and 16,669 shares issuable on exercise of
stock options, which shares are not offered in this prospectus. 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 footnote (5) for a description of Paramount Capital.
(20) Includes 12,500 shares of common stock and 12,500 shares of common stock
issuable on exercise of warrants acquired in the private placement, which
shares are offered in this prospectus. Also includes 20,460 shares of
common stock, which shares are not offered in this prospectus.
16
<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; in connection with short sales of
Palatin shares; 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.
17
<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.
18
<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 (included on the signature page hereof).*
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 December 31, 1998, filed with
the Commission on February 16, 1999.
*Previously filed.
**Filed with this Amendment No. 1.
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. 1 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 May 5, 1999.
PALATIN TECHNOLOGIES, INC.
By: /s/ Edward J. Quilty
--------------------------
Edward J. Quilty
Chairman of the Board, President
and Chief Executive Officer
II-5
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Palatin Technologies, Inc.,
severally constitute Edward J. Quilty and Stephen T. Wills, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below,
Amendment No. 1 to the registration statement on Form S-3 filed herewith and any
and all subsequent amendments to said registration statement, and generally to
do all such things in our names and behalf in our capacities as officers and
directors to enable Palatin Technologies, Inc. to comply with all requirements
of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 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 May 5, 1999
Edward J. Quilty and Chief Executive Officer
(principal executive officer)
/s/ Carl Spana
- --------------------- Executive Vice President and Director May 5, 1999
Carl Spana
/s/ Charles L. Putnam
- --------------------- Executive Vice President and Director May 5, 1999
Charles L. Putnam
/s/ Stephen T. Wills
- --------------------- Vice President and Chief Financial May 5, 1999
Stephen T. Wills Officer (principal financial and
accounting officer)
*
- ---------------------- Director May 5, 1999
James T. O'Brien
II-6
<PAGE>
*
- ----------------------- Director May 5, 1999
John K.A. Prendergast
*
- ------------------------ Director May 5, 1999
Robert G. Moussa
*
- ------------------------ Director May 5, 1999
Robert K. deVeer, Jr.
*By: /s/ Edward J. Quilty
---------------------
as attorney-in-fact
II-7
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
April 29, 1999
