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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 27, 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 a Material Definitive Agreement
Disclosure under Item 5.02 is incroprated here by reference.
Item 5.02 Departure of Directors or Principal Officers; Election
of Directors; Appointment of Principal Officers
On August 28, 2006, A.P. Pharma, Inc., a Delaware
corporation (the "Company"), announced that Gordon Sangster,
Chief Financial Officer of the Company, was leaving the Company
on September 12, 2006 to pursue another opportunity. Mr.
Sangster continued to act as the Company's principal financial
officer and principal accounting officer until his departure.
On September 27, 2006, the Company's Board of Directors
approved the appointment of Stephen Whiteford to serve as Vice
President, Finance and Chief Financial Officer of the Company for
an unspecified interim period, during which the Company will
continue its search for a permanent Chief Financial Officer. Mr.
Whiteford will serve as the principal financial officer and the
principal accounting officer of the Company until his successor
is appointed.
Prior to his retirement in May, 2004, Mr. Whiteford, age 65,
served nearly 30 years in a variety of financial management
positions at The Cooper Companies, Inc., an NYSE listed provider
of specialty medical devices, including over ten years as Vice
President and Corporate Controller.
Mr. Whiteford is being compensated at an annual rate of
$215,000. The Company and Mr. Whiteford have not entered into
any agreements addressing the tenure of Mr. Whiteford's
employment or any bonus or stock option arrangements.
SIGNATURES
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 27, 2006 By: /s/ Michael O'Connell
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Michael O'Connell
President and Chief
Executive Officer