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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 21, 2004
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A.P. Pharma, Inc.
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(Exact name of registrant as specified in its charter)
1-16109
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(Commission File Number)
Delaware 94-2875566
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
123 Saginaw Drive, Redwood City, CA 94063
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(Address of principal executive offices, with zip code)
(650) 366-2626
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into or Amendment of Material Definitive
Agreement
On September 15, 2004, A.P. Pharma, Inc. (the "Company") and
Paul Goddard finalized an agreement under which Dr. Goddard will
continue to serve as Chairman of the Company, with additional
responsibilities. The Company and Dr. Goddard have agreed that
he will perform the duties of an executive chairman, including
participating in strategic planning and representing the Company
to the financial community. Dr. Goddard will be recommended for
election as a director of the Company at its annual meetings for
three years beginning in 2005.
The agreement provides for an annual salary of $200,000 per
year and a non-statutory stock option award for 120,000 shares of
the Company's Common Stock. The stock option will vest and
become exercisable over a period of four years. In addition,
there will be a provision for accelerated vesting in the event of
a change of control or sale or merger of the Company or in the
event that Dr. Goddard's position on the Board is terminated by
mutual agreement or if he is not elected as a director of the
Company. Dr. Goddard will not receive additional options in 2005
and 2006 provided for in his previous agreement, nor will he be
eligible for automatic option grants made annually to outside
directors. The Company will continue in effect the extended
Indemnification Agreement covering Dr. Goddard.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
A.P. PHARMA, INC.
Date: September 21, 2004 By: /s/Michael O'Connell
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Michael O'Connell
President and
Chief Executive Officer