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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): August 23, 2005
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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 of (I.R.S. Employer
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 August 23, 2005, A.P. Pharma, Inc. (the "Company") and Paul
Goddard finalized a modification of his existing agreement under
which Dr. Goddard serves as Chairman of the Company. Dr. Goddard
will continue his duties of chairman, including participating in
strategic planning and representing the Company to the financial
community, but will do so on a reduced schedule.
Dr. Goddard will no longer receive an annual salary under his
arrangement and will instead be compensated on a per diem basis
for services performed. His previously granted non-statutory
stock option award will not be affected and will continue to vest
and become exercisable as previously reported.
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: August 23, 2005 By: /s/Michael O'Connell
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Michael O'Connell
President and Chief
Executive Officer