UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
__________________________
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
|
ACCESS
PHARMACEUTICALS, INC.
|
DELAWARE
|
83-0221517
|
2600
Stemmons Freeway Suite 176, Dallas,
TX 75207
|
ACCESS
PHARMACEUTICALS, INC. 2005 EQUITY INCENTIVE
PLAN
|
Stephen
B. Thompson
Chief
Financial Officer
Access
Pharmaceuticals, Inc.
2600
Stemmons Freeway, Suite 176
Dallas,
TX 75207
|
with
copies to:
|
John J. Concannon III,
Esq.
Bingham McCutchen
LLP
One Federal Street
Boston, MA
02110
|
(214)
905-5100
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(617)
951-8000
|
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer o
(Do
not check if a smaller reporting company)
|
Smaller
reporting company x
|
Title
of
Securities
to
be
Registered
|
Amount
to
be
Registered
(1)
|
Proposed
Maximum
Offering
Price Per Share
|
Proposed
Maximum
Aggregate
Offering
Price
(2)
|
Amount
of
Registration
Fee
|
Common
Stock, par value $0.01 per share
|
1,850,000
|
$1.95
(1)
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$3,607,500
|
$257.21
|
§
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Annual
Report on Form 10-K for the year ended December 31, 2009 (filed on March
23, 2010);
|
§
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Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2010 (filed on May
17, 2010) and June 30, 2010 (filed on August 16, 2010);
|
§
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Current
Reports on Form 8-K filed on May 28, 2010;
|
§
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Proxy
Statement on Schedule 14A relating to the Company’s 2010 Annual Meeting of
Shareholders (filed on April 16, 2010); and
|
§
|
the
description of the Company’s common stock, par value $0.01 per share,
contained in the Company’s Registration Statement on Form S-1 (filed with
the SEC under Section 12 of the Exchange Act on March 11,
2008).
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Exhibit
Number
|
Description of Document
|
|
4.1
|
*
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Access
Pharmaceuticals, Inc. 2005 Equity Incentive Plan.
|
4.2 | ** | Amendment to Access Pharmaceuticals, Inc. 2005 Equity Incentive Plan. |
5.1
|
**
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Opinion
of Bingham McCutchen LLP regarding the validity of the securities offered
hereby.
|
23.1
|
**
|
Consent
of Independent Registered Public Accounting Firm—Whitley Penn
LLP.
|
23.2
|
**
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Consent
of Bingham McCutchen LLP (included in Exhibit 5.1).
|
24
|
**
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Power
of Attorney (included on the signature page of this Registration
Statement).
|
----------------------
|
||
* |
Filed
with the SEC on April 18, 2005 as Exhibit 1 to Proxy Statement filed
pursuant to Rule 14a-6
of the Exchange Act, File No. 001-15771, and incorporated herein by
reference.
|
|
**
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Filed
herewith.
|
|
1.
|
To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
|
iii.
|
3.
|
i.
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ii.
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iii.
|
iv.
|
|
ACCESS
PHARMACEUTICALS, INC.
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By:
/s/
Jeffrey B. Davis
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By:
/s/ Stephen B.
Thompson
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Signature
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Title
|
Date
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/s/ Jeffrey B. Davis
Jeffrey
B. Davis
|
Chief
Executive Officer, and Director (Principal Executive Officer)
|
August
26, 2010
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/s/ Stephen B. Thompson
Stephen
B. Thompson
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Vice
President, Chief Financial Officer, Treasurer and Secretary (Principal
Financial and Accounting Officer)
|
August
26, 2010
|
/s/ Mark J.
Ahn
Mark
J. Ahn
|
Director
|
August
26, 2010
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/s/ Mark J. Alvino
Mark
J. Alvino
|
Director
|
August
26, 2010
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/s/ Estaban
Cvitkovic
Estaban
Cvitkovik
|
Director
|
August
26, 2010
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/s/ Stephen B.
Howell
Stephen
B. Howell
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Director
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August
26, 2010
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/s/ Steven H.
Rouhandeh
Steven
H. Rouhandeh
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Director
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August
26, 2010
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Exhibit
Number
|
Description of Document
|
|
4.1
|
*
|
Access
Pharmaceuticals, Inc. 2005 Equity Incentive Plan.
|
4.2 | ** | Amendment to Access Pharmaceuticals, Inc. 2005 Equity Incentive Plan. |
5.1
|
**
|
Opinion
of Bingham McCutchen LLP regarding the validity of the securities offered
hereby.
|
23.1
|
**
|
Consent
of Independent Registered Public Accounting Firm—Whitley Penn
LLP.
|
23.2
|
**
|
Consent
of Bingham McCutchen LLP (included in Exhibit 5.1).
|
24
|
**
|
Power
of Attorney (included on the signature page of this Registration
Statement).
|
----------------------
|
||
* | Filed
with the SEC on April 18, 2005 as Exhibit 1 to Proxy Statement filed
pursuant to Rule 14a-6
of the Exchange Act, File No. 001-15771, and incorporated herein by
reference.
|
|
**
|
Filed
herewith.
|