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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): May 31, 2006
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A.P. Pharma, Inc.
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(Exact name of registrant as specified in its charter)
000-16109
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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 May 31, 2006, upon the recommendation of the Compensation
Committee of the Board of Directors of A.P. Pharma, Inc. (the
"Company"), the Company's Board of Directors approved revised
compensation arrangements for non-employee directors of the
Company. Effective May 31, 2006, each non-employee director of
the Company will receive an annual cash retainer of $15,000. In
addition, each non-employee director will receive a cash payment
of $2,000 for attending each meeting of the Board of directors in
person and $1,000 for attending each meeting of the Board of
Director via teleconference.
In addition, the Audit Committee chairperson will receive an
annual cash retainer of $5,000, the chairpersons of the Finance
Committee and the Compensation Committee each will receive an
annual cash retainer of $2,000, and the Nominating Committee
chairperson will receive an annual cash retainer of $1,000. Each
member of the Audit Committee, Finance Committee, Nominating
Committee and Compensation Committee will receive $1,000 for
attending each meeting of the committee in person and $500 for
attending each meeting of the Committee via teleconference;
provided, however, that per meeting fees would not be paid for
meetings held on the same day as another Committee or Board
meeting for which a fee is paid.
The Board of Directors also approved an annual restricted stock
grant for each non-employee director, which grant for the year
2006 shall consist of 5,000 shares of Common Stock of the Company
at the exercise price of $0.01 per share to be fully vested on
the one year anniversary of the grant date; provided such
director continues to serve on the Board of Directors of the
Company at that time. Each non-employee director of the Company
will continue to receive an annual option grant to acquire 10,000
shares of Common Stock under the Company's 2002 Stock Option
Plan. In addition, each non-employee director elected to the
Company's Board will receive a one-time grant to acquire 25,000
shares when first elected as a director.
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: June 5, 2006 By: /s/ Gordon Sangster
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Gordon Sangster
Chief Financial Officer