As Filed with the Securities and Exchange Commission on June 23, 2000 Registration No. 333-39330 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT No. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ACCESS PHARMACEUTICALS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 3841 - ------------------------------ --------------------------- (State or Other Jurisdiction (Primary Standard Industrial of Incorporation or Organization) Classification Code Number) 83-0221517 ------------------- (I.R.S. Employer Identification No.) 2600 Stemmons Freeway, Suite 176 Dallas, Texas 75207 (214) 905-5100 - ---------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Kerry P. Gray President and Chief Executive Officer Access Pharmaceuticals, Inc. 2600 Stemmons Freeway, Suite 176 Dallas, Texas 75207 (214) 905-5100 ------------------------------------------------------------ (Name, address, including zip code, and telephone number, including area code, of agent for service) with copies to: John J. Concannon III Bingham Dana LLP 150 Federal Street Boston, MA 02110 (617) 951-8000 Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective. 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. / / 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. /x/ 333-37786 If this Form is a post-effective amendment filed pursuant to Rule 462(c) 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / This Post-Effective Amendment to the Registration Statement on Form S-3 is being filed to include the Consent of Independent Certified Public Accountants, Independent Auditors' Consent and Consent of Independent Auditors as Exhibit 23(b), Exhibit 23(c) and Exhibit 23(d), respectively, which were inadvertently not filed with the initial filing of the Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant 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 Dallas, Texas, on this 22nd day of June, 2000. ACCESS PHARMACEUTICALS, INC. By /s/ Kerry P. Gray ---------------------- Kerry P. Gray President and Chief Executive Officer, Director Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has been signed by the following person in the capacities and on the dates indicated.
Signature Title Date - ------------------------- ----------------------------- -------------- /s/ Kerry P. Gray - ----------------------- Kerry P. Gray President and Chief Executive June 22, 2000 Officer, Director * - -------------------------- Herbert H. McDade, Jr. Director June 22, 2000 * - ----------------------- J. Michael Flinn Director June 22, 2000 * - ----------------------- Stephen B. Howell Director June 22, 2000 * - ---------------------- Max Link Director June 22, 2000 * - ---------------------- Howard P. Milstein Director June 22, 2000 * - ------------------ Richard Stone Director June 22, 2000 * - ------------------ Preston Tsao Director June 22, 2000 /s/ Stephen B. Thompson - ------------------------ Stephen B. Thompson Vice President, June 22, 2000 Chief Financial Officer, Treasurer /s/ Kerry P. Gray - ------------------------ * by: Kerry P. Gray Attorney-in-fact June 22, 2000
Exhibit Index * 5.1 Opinion of Bingham Dana LLP *23(a) Consent of Bingham Dana LLP (included in Exhibit 5.1) 23(b) Consent of Grant Thornton LLP 23(c) Consent of KPMG LLP 23(d) Consent of Smith Anglin & Co. *26 Power of Attorney (Included in signature page to Registration Statement No. 333-37786 on Form S-3 filed on May 24, 2000) - ------------------------- * - Previously filed.