Edgar Filing: BENTLEY PHARMACEUTICALS INC

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 27, 2002

REGISTRATION NO. 333-82938

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

--------------------------

AMENDMENT NO. 2
TO
FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

--------------------------

BENTLEY PHARMACEUTICALS, INC.
----------------------------------------
(Exact name of registrant as specified in its charter)

DELAWARE 59-1513162
------------------------ -------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)

65 LAFAYETTE ROAD, THIRD FLOOR
NORTH HAMPTON, NEW HAMPSHIRE 03862
(603) 964-8006
-----------------------------------------
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

JORDAN A. HORVATH, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
BENTLEY PHARMACEUTICALS, INC.
65 LAFAYETTE ROAD, THIRD FLOOR
NORTH HAMPTON, NEW HAMPSHIRE 03862
(603) 964-8006
----------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:

GARY J. SIMON, ESQ. PAUL BERKOWITZ, ESQ.
JENKENS & GILCHRIST PARKER CHAPIN LLP GREENBERG TRAURIG P.A.
THE CHRYSLER BUILDING 1221 BRICKELL AVENUE
405 LEXINGTON AVENUE MIAMI, FLORIDA 33131
NEW YORK, NEW YORK 10174 (305) 579-0500
(212) 704-6000

--------------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If the only securities 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. / / ____________

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, 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. / /

--------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

PRELIMINARY PROSPECTUS--SUBJECT TO COMPLETION, DATED MARCH 27, 2002

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL, NOR IS IT SEEKING AN OFFER TO BUY, THESE SECURITIES IN ANY STATE WHERE
THE OFFER OR SALE IS NOT PERMITTED.

PROSPECTUS
2,500,000 SHARES

[LOGO]

COMMON STOCK

We are offering 2,500,000 shares of common stock. Our common stock is quoted
on the American Stock Exchange and the Pacific Exchange under the symbol "BNT".
On March 26, 2002, the last reported sale price of our common stock was $10.15
per share.

YOU SHOULD CONSIDER CAREFULLY THE RISKS THAT WE HAVE DESCRIBED IN RISK
FACTORS BEGINNING ON PAGE 5 BEFORE DECIDING WHETHER TO INVEST IN OUR COMMON
STOCK.

------------------------

PER
SHARE TOTAL

Public price..............................................
Placement agency fee......................................
Proceeds to us............................................

------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

------------------------

Raymond James & Associates, Inc. will act as the placement agent in
connection with the offering and will use its best efforts to introduce us to
investors. Raymond James has no commitment to buy any of the shares. The shares
are being offered on an all-or-none basis only to institutional and selected
retail investors. All investor funds received prior to the closing of the
offering will be deposited into escrow with Citibank, N.A. until the closing. If
the escrow agent does not receive investor funds for the full amount of the
offering, the offering will terminate and any funds received will be returned
promptly.

RAYMOND JAMES

THE DATE OF THIS PROSPECTUS IS MARCH , 2002

[Beaker shape collage with photos of products and facilities.]

TABLE OF CONTENTS

PAGE
--------

Summary..................................................... 1
Risk Factors................................................ 5
Cautionary Note Regarding Forward-Looking Statements........ 15
Use of Proceeds............................................. 16
Price Range of Common Stock................................. 16
Capitalization.............................................. 17
Selected Consolidated Financial Data........................ 18
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 19
Business.................................................... 28
Management.................................................. 44
Related Party Transactions.................................. 50
Principal Stockholders...................................... 51
Description of Securities................................... 53
Plan of Distribution........................................ 55
Legal Matters............................................... 56
Experts..................................................... 56
Additional Information...................................... 57
Information Incorporated by Reference....................... 57
Index to Consolidated Financial Statements.................. F-1

------------------------

SUMMARY

ABOUT US

We are a specialty pharmaceutical company focused on advanced drug delivery
technologies and pharmaceutical products. Our proprietary drug delivery
technologies enhance or facilitate the absorption of pharmaceutical compounds
across membranes of the skin, mouth, nose, vagina and eye. We seek to license
our technologies to major pharmaceutical and biotechnology companies for
incorporation into their existing and new pharmaceutical products. We also
develop products that incorporate our technologies and seek to form strategic
alliances with major pharmaceutical and biotechnology companies for the
development and commercialization of these products. We currently have strategic
alliances regarding our drug delivery technologies with Pfizer and Auxilium and
are in preliminary discussions with a number of other pharmaceutical companies
to form additional alliances.

In Spain we manufacture and market a growing portfolio of generic and
branded pharmaceuticals within four primary therapeutic areas: cardiovascular,
gastrointestinal, infectious and neurological diseases. We seek to grow our
pharmaceutical operations through the acquisition of currently approved and late
stage products and through strategic alliances with pharmaceutical companies. We
currently have a strategic alliance with Teva Pharmaceutical Industries granting
us the right to register and market in Spain more than 75 of Teva's
pharmaceutical products through our sales force of approximately 150 full-time
personnel located in major cities throughout Spain. For the year ended
December 31, 2001, we generated net sales of $26.4 million and net income of
$1.4 million.

INDUSTRY OVERVIEW

Drug delivery companies develop technologies to improve the administration
of therapeutic compounds. These technologies are designed to enhance safety,
efficacy, ease-of-use and patient compliance with prescribed therapy. The
worldwide market for drug delivery systems was estimated to be $35 billion in
2000 and is projected to increase to $75 billion by 2005. Drug delivery
technologies provide pharmaceutical and biotechnology companies with
opportunities to:

- extend the commercial life of branded drugs that are about to lose patent
protection in their current formulation;

- provide product differentiation to compounds that no longer have patent
protection; and

- commercialize compounds that previously had limited or no
commercialization potential because they could not be delivered safely and
efficaciously.

The European Union, with an increasingly affluent population of
approximately 375 million, represents the second largest pharmaceutical market
in the world with approximately $75 billion in pharmaceutical sales in 2000,
according to IMS Health. With Spain's entry into the European Union in 1986, the
Spanish pharmaceutical market has been evolving steadily into a market that is
increasingly similar to those of other countries in Western Europe and the
United States. With approximately $6.6 billion in sales in 1999, Spain's
pharmaceutical market ranked as the seventh largest in the world and is expected
to grow to more than $10 billion by 2005, according to IMS Health. Although
comprising less than three percent of the Spanish pharmaceutical market, generic
pharmaceuticals are expected to significantly increase their market penetration
due to increases in drug utilization by an aging population, opportunities to
launch new generic products as patents expire for numerous blockbuster drugs and
initiatives by the Spanish government to stimulate the use of generic
pharmaceuticals in response to rising healthcare costs. As sales of generic
pharmaceuticals increase, competition may increase as well.

OUR STRATEGY

Our primary objective is to be a leading specialty pharmaceutical company
focused on advanced drug delivery and formulation technologies to improve the
effectiveness of existing and new pharmaceuticals, while expanding our generic
and branded operations in Spain and Europe. Our strategy to accomplish this
objective includes the following:

FOCUS ON MARKETING AND COMMERCIALIZING OUR CPE-215 PERMEATION ENHANCEMENT
PLATFORM TECHNOLOGY

Our CPE-215 platform technology enhances the absorption of a broad range of
pharmaceutical compounds across membranes of the skin, mouth, nose, vagina and
eye. We market our CPE-215 technology to major pharmaceutical and biotechnology
companies whose products we believe would benefit from its permeation
enhancement. One of our strategic partners has filed a New Drug Application for
a product using this technology. We are in various stages of developing, but
have not yet commercialized, products that incorporate our permeation
enhancement technology.

DEVELOP PROPRIETARY PRODUCTS BASED ON OUR DRUG TECHNOLOGIES

We apply our drug delivery and oral drug formulation technologies to attempt
to improve the performance of existing pharmaceutical products with respect to
their method of delivery and effectiveness. Our proprietary manufacturing
process improves the purity, stability and production yields of certain products
and has the potential to significantly reduce manufacturing time and costs.
Product development is underway for various applications of these technologies
in order to obtain regulatory approval for commercialization.

INCREASE OUR PRODUCT SALES THROUGH TARGETED PROMOTION AND EXPANSION OF OUR
PRODUCT PORTFOLIO

We plan to expand our portfolio of generic and branded products in Spain
through the acquisition of currently marketed and late stage products, as well
as through strategic alliances with other pharmaceutical and biotechnology
companies. We face competition in obtaining new products as well as in
partnering with other companies. In additition to our currently marketed
products, we intend to directly promote and sell in Spain newly acquired
products through our own sales force of approximately 150 full-time personnel
located in major cities throughout Spain.

RISKS

Since our inception through December 31, 2001, we have incurred an
accumulated deficit of $74,332,000. In 2001, our net income increased to
$1,361,000 in 2001 ($.10 per basic common share, $.08 per diluted common share)
from a net loss of $745,000 in 2000 ($.06 per basic and diluted share) partially
as a result of a $5,050,000 pre-tax gain in 2001 on the sale of drug licenses.
We have invested our operating income and financing proceeds in our operations,
funding working capital needs by a combination of internally generated funds
from our Spanish operations and financing activities, including direct sales of
stock as well as proceeds from the exercise of warrants. The proceeds of this
offering will add to our working capital for general corporate purposes.

Our success will depend upon our competitive strengths and strategies,
however, an investment in our common shares involves risks, including risks
related to the identification of drugs suitable for our drug delivery
technologies, expansion of our generic and branded drug operations, development
and commercialization of new products, relationships with our strategic
partners, the conduct of clinical trials, the regulatory approval process,
product sales concentration, price competition, product reimbursement rates,
reliance upon intellectual property protection, the effect of economic
conditions and other uncertainties. These risks are described in more detail in
the section of this prospectus titled "Risk Factors" which begins on page 5.

WHERE TO CONTACT US

Our headquarters are located at 65 Lafayette Road, Third Floor, North
Hampton, New Hampshire 03862 and our telephone number is (603) 964-8006. Our
website is located at www.bentleypharm.com. Information contained on our website
is not part of this prospectus.

THE OFFERING

Common stock offered......................... 2,500,000 shares

Common stock outstanding prior to this
offering..................................... 14,708,228 shares (1)

Common stock outstanding immediately
following this offering...................... 17,208,228 shares (1)

Use of proceeds.............................. We intend to use the net proceeds of this
offering for general corporate purposes,
including research and development, product
development and capital expenditures, and for
possible acquisitions.

American Stock Exchange symbol............... BNT

------------------------

(1) Unless we state otherwise, the information in this prospectus concerning the
number of shares of our common stock, stock options and warrants
outstanding, currently and after this offering, is based on the number of
shares of common stock, stock options and warrants outstanding as of
March 25, 2002. The shares set forth above do not include:

- 3,297,928 shares of common stock issuable upon the exercise of Class B
Warrants (some of which we issued as underwriter's compensation as a
result of our 1996 public offering), exercisable at $5.70 per share and
expiring on December 31, 2002;

- 3,391,256 shares of common stock issuable upon the exercise of outstanding
stock options, exercisable at a weighted average of $5.65 per share;

- 420,000 shares of common stock issuable upon the exercise of other
outstanding common stock purchase warrants, exercisable at a weighted
average of $2.38 per share; and

- 528,500 additional shares of common stock reserved for issuance under our
stock option plans.

SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The following sets forth a summary of consolidated statement of operations
data for each of the five years in the period ended December 31, 2001 and
consolidated balance sheet data as of December 31, 2000 and 2001, all of which
are derived from our audited consolidated financial statements and related
notes. The following summary financial data for each of the three years in the
period ended December 31, 2001 and as of December 31, 2000 and 2001 should be
read together with our consolidated financial statements and related notes
appearing elsewhere in this prospectus and "Management's Discussion and Analysis
of Financial Condition and Results of Operations." The consolidated statement of
operations data for each of the two years in the period ended December 31, 1998
are derived from our audited consolidated financial statements and related notes
not included in this prospectus.

CONSOLIDATED STATEMENT OF OPERATIONS DATA

YEAR ENDED DECEMBER 31,
----------------------------------------------------
1997 1998 1999 2000 2001
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Net sales...................................... $14,902 $15,243 $20,249 $18,617 $26,411
Cost of sales.................................. 8,010 6,601 8,445 7,189 11,462
------- ------- ------- ------- -------
Gross profit................................... 6,892 8,642 11,804 11,428 14,949
Operating expenses............................. 8,438 10,710 11,226 11,942 16,137
Gain on sale of drug licenses.................. -- -- -- -- 5,050
Provision for income taxes..................... 621 236 781 222 2,452
Net income (loss).............................. $(3,815) $(2,876) $(1,090) $ (745) $ 1,361
======= ======= ======= ======= =======
Income (loss) per common share--basic.......... $ (.97) $ (.35) $ (.12) $ (.06) $ .10
======= ======= ======= ======= =======
Income (loss) per common share--diluted........ $ (.97) $ (.35) $ (.12) $ (.06) $ .08
======= ======= ======= ======= =======
Weighted average number of common shares
outstanding--basic........................... 4,072 8,431 9,147 12,981 14,196
======= ======= ======= ======= =======
Weighted average number of common shares
outstanding--diluted......................... 4,072 8,431 9,147 12,981 16,147
======= ======= ======= ======= =======

CONSOLIDATED BALANCE SHEET DATA

DECEMBER 31,
---------------------------------
2001(1)
2000 2001 AS ADJUSTED
-------- -------- -----------
(IN THOUSANDS)

Working capital............................................. $3,742 $6,276 $29,076
Non-current assets.......................................... 15,773 16,280 16,280
Total assets................................................ 28,877 32,119 54,919
Non-current liabilities..................................... 1,699 2,132 2,132
Stockholders' equity........................................ 17,816 20,424 43,224

------------------------

(1) Reflects the sale of 2,500,000 shares of common stock offered by us hereby
on a best efforts basis, at an assumed offering price of $10.00 per share,
after deducting placement agent fees and estimated offering expenses.

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS AND WARNINGS BEFORE
MAKING AN INVESTMENT DECISION. THE RISKS DESCRIBED BELOW ARE NOT THE ONLY RISKS
WE FACE. ADDITIONAL RISKS THAT WE DO NOT YET KNOW OF OR THAT WE CURRENTLY THINK
ARE IMMATERIAL MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. IF ANY OF THE EVENTS OR
CIRCUMSTANCES DESCRIBED IN THE FOLLOWING RISKS ACTUALLY OCCURS, OUR BUSINESS,
FINANCIAL CONDITION, OR RESULTS OF OPERATIONS COULD BE MATERIALLY ADVERSELY
AFFECTED. IN SUCH CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD DECLINE, AND
YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.

OUR GROWTH DEPENDS ON IDENTIFYING DRUGS SUITABLE FOR OUR DRUG DELIVERY
TECHNOLOGIES AND EXPANDING OUR GENERIC AND BRANDED DRUG OPERATIONS.

Bentley's growth depends on the identification of pharmaceutical products
that are suitable for delivery using our technologies. Our principal drug
delivery technology is our CPE-215 permeation enhancement platform technology.
This technology, like other drug delivery enhancement technologies, operates to
enhance the amount and rate of absorbtion of certain drugs across biological
membranes. This technology does not operate independently and must be coupled
with suitable pharmaceutical products in order to provide value. Consequently,
our growth will depend to a great extent on identifying and commercializing
these suitable drugs, with respect to which we intend to expend significant
resources and efforts. Identifying suitable products is a lengthy and complex
process that may not succeed. Even if identified, products may not be available
to us or we may otherwise be unable to enter into licenses or other agreements
for their use. In our efforts to identify suitable products, we compete with
other pharmaceutical delivery companies with greater research and development,
financial, marketing and sales resources. If we do not effectively identify
drugs to be used with our technologies, improve the delivery of drugs with our
technologies and bring the improved drugs to commercial success, then we will
not be able to continue our growth and we will be adversely affected.

We intend to expend significant resources and efforts toward identifying and
commercializing products and technologies to expand our generic and branded drug
operations in Spain. Although we already manufacture and market generic and
branded drugs in Spain, the growth of these operations in particular and Bentley
in general will depend to a great extent on identifying and commercializing
additional such drugs for which we have existing capacity and infrastructure
and, to a lesser extent, on increasing sales of existing products. Identifying
and pursuing these new opportunities involves significant time and expense and
we may not succeed. Even if identified, these products and technologies may not
be commercially successful. Once identified, products to be manufactured and/or
marketed by us under generic or branded names are subject to successful
negotiation of acceptable economic and legal terms, and successful progress of
the product through commercialization, as to which we cannot assure you. In
these efforts, we compete with other pharmaceutical companies having generic and
branded drug operations with greater financial, marketing and sales resources.
If we do not effectively identify generic and branded drug products and
technologies and bring them to commercial success, then we will not be able to
continue our growth and we will be adversely affected.

The growth of our generic and branded operations may be adversely impacted
by claims by others that our products infringe on the proprietary rights of
their existing "brand-name" products. For example, in February 2002 we were
notified that a legal proceeding seeking an injunction had been commenced in
Madrid against us by Merck & Co. Inc. and its Spanish subsidiary alleging that
we violated their patents in our production of the product simvastatin. Although
the court in the same month dismissed the action, which could be brought in
another proceeding, we cannot assure you that similar actions will not be
brought nor that they will not have an adverse effect on us.

PRODUCTS USING OUR TECHNOLOGIES ARE IN VARIOUS STAGES OF DEVELOPMENT AND MAY NOT
ACHIEVE COMMERCIAL SUCCESS.

Independently as well as in conjunction with strategic partners, we are
investigating the use of our technologies with respect to a variety of
pharmaceutical compounds and products that are in various stages of development.
We are unable to predict whether any of these products will receive regulatory
clearances or be successfully developed, manufactured or commercialized.
Further, due to the extended testing and regulatory review process required
before marketing clearance can be obtained, the time periods before
commercialization of any of these products are long and uncertain. Risks during
development include the possibility that:

- any or all of the proposed products will be found to be ineffective;

- the proposed products will have adverse side effects or will otherwise
fail to receive necessary regulatory clearances;

- the proposed products may be effective but uneconomical to market; or

- other pharmaceutical companies may market equivalent or superior products.

WE WILL RELY ON STRATEGIC PARTNERS TO COMMERCIALIZE PRODUCTS THAT USE OUR DRUG
DELIVERY TECHNOLOGIES.

In light of our resources and the significant time, expense, expertise and
infrastructure necessary to bring new drugs and formulations from inception to
market, we are particularly dependent on resources from third parties to
commercialize products incorporating our technologies. Our strategy involves
forming alliances with others to develop, manufacture, market and sell our
products in the United States and other countries. We continue to pursue
strategic partners for these purposes. We may not be successful in finding
strategic partners or in otherwise obtaining financing, in which case the
development of our products would be delayed or curtailed.

We must enter into agreements with strategic partners to conduct clinical
trials, manufacturing, marketing and sales necessary to commercialize product
candidates. In addition, our ability to apply our drug delivery technologies to
any proprietary drugs will depend on our ability to establish and maintain
strategic partnerships or other collaborative arrangements with the holders of
proprietary rights to such drugs. Arrangements with strategic partners may be
established through a single comprehensive agreement or may evolve over time
through a series of discrete agreements, such as letters of intent, research
agreements and license agreements. We cannot assure you that we will be able to
establish such strategic partnerships or collaborative arrangements on favorable
terms or at all or that any agreement entered into with a strategic partner will
lead to further agreements or ultimately result in commercialization of a
product.

In collaborative arrangements, we will depend on the efforts of our
strategic partners and will have limited participation in the development,
manufacture, marketing and commercialization of the products subject to the
collaboration. We cannot assure you that these strategic partnerships or
collaborative arrangements will be successful, nor can we assure you that
strategic partners or collaborators will not pursue alternative technologies or
develop alternative products on their own or with others, including our
competitors. We could have disputes with our existing or future strategic
partners or collaborators. Any such disagreements could lead to delays in the
research, development or commercialization of potential products or could result
in time-consuming and expensive litigation or arbitration.

A SIGNIFICANT PORTION OF OUR REVENUES ARE GENERATED BY THE SALE OF PRODUCTS THAT
ARE FORMULATED FROM ONE ACTIVE INGREDIENT.

Revenues from products whose active ingredient is omeprazole accounted for
approximately 56% of our net sales in 2001. We currently purchase omeprazole
from a single supplier. If we lose and

cannot effectively replace this supplier, or are otherwise unable to continue
the sales of products that contain this active ingredient, our revenues would
decline significantly.

IF OUR CLINICAL TRIALS FAIL, WE WILL BE UNABLE TO MARKET PRODUCTS.

Any human pharmaceutical product developed by us would require clearance by
the U.S. Food and Drug Administration for sales in the United States, by Spain's
Ministry of Health for sales in Spain and by comparable regulatory agencies for
sales in other countries. The process of conducting clinical trials and
obtaining FDA and other regulatory approvals is lengthy and expensive and we
cannot assure you of success. In order to obtain FDA approval of any product
candidates using our technologies, a New Drug Application must be submitted to
the FDA demonstrating that the product candidate, based on preclinical research
and animal studies as well as human clinical trials, is safe for humans and
effective for its intended use. Positive results from preclinical studies and
early clinical trials do not ensure positive results in more advanced clinical
trials designed to permit application for regulatory approval. We may suffer
significant setbacks in clinical trials, even in cases where earlier clinical
trials show promising results. Any of our product candidates may produce
undesirable side effects in humans that could cause us or regulatory authorities
to interrupt, delay or halt clinical trials of a product candidate. We, the FDA
or other regulatory authorities may suspend our clinical trials at any time if
we or they believe the trial participants face unacceptable health risks or if
they find deficiencies in any of our regulatory submissions. Other factors that
can cause delay or terminate our clinical trials include:

- slow or insufficient patient enrollment;

- slow recruitment and completion of necessary institutional approvals at
clinical sites;

- longer treatment time required to demonstrate efficacy;

- lack of sufficient supplies of the product candidate;

- adverse medical reactions or side effects in treated patients;

- lack of effectiveness of the product candidate being tested;

- regulatory requests for additional clinical trials; and

- instability of the pharmaceutical formulations.

OUR PATENT POSITIONS AND INTENDED PROPRIETARY OR SIMILAR PROTECTIONS ARE
UNCERTAIN.

We have filed numerous patent applications and have been granted licenses
to, or have acquired, a number of patents. We cannot assure you, however, that
our pending applications will be issued as patents or that any of our issued or
licensed patents will afford adequate protection to us or our licensees. We
cannot determine the ultimate scope and validity of patents that are now owned
by or may be granted to third parties, the extent to which we may wish or be
required to acquire rights under such patents or the cost or availability of
such rights.

Competitors may interfere with our patent process in a variety of ways.
Competitors may claim that they invented the claimed invention prior to us.
Competitors also may claim that we are infringing their patents, interfering
with or preventing the use of our technologies. Competitors also may contest our
patents by showing the patent examiner that the invention was not original, was
not novel or was obvious. In litigation, a competitor could claim that our
issued patents are not valid for a variety of other reasons as well. If a person
claims we infringe their technology, we could face a number of consequences,
including lawsuits, which take significant time and can be very expensive,
payment of substantial damages for infringement, prohibition from selling or
licensing the product unless the patent holder licenses the patent to us, or
reformulation, if possible, of the product so it does not infringe, which could
require substantial time and expense.

As an example of the risk of infringement claims, in February 2002 we were
notified that a legal proceeding seeking an injunction had been commenced in
Madrid against us by Merck & Co. Inc. and its Spanish subsidiary alleging that
we violated their patents in our production of the product simvastatin. Although
the court in the same month dismissed the action, which could be brought in
another proceeding, we cannot assure you that similar such actions will not be
brought nor that they will not have an adverse effect on us.

We also rely on trade secrets, unpatented proprietary technologies and
continuing technological innovations in the development and commercialization of
our products. We cannot assure you that others will not independently develop
the same or similar technologies or obtain access to our proprietary
technologies. It is unclear whether our trade secrets will be protected under
law. While we use reasonable efforts to protect our trade secrets, our employees
or consultants may unintentionally or willfully disclose our information to
competitors. Our employees and consultants with access to our proprietary
information have entered into or are subject to confidentiality arrangements
with us and have agreed to disclose and assign to us any ideas, developments,
discoveries and inventions that arise from their activities for us. We cannot
assure you, however, that others may not acquire or independently develop
similar technologies or, if effective patents in applicable countries are not
issued with respect to our products or technologies, that we will be able to
maintain information pertinent to such research as proprietary technologies or
trade secrets. Enforcing a claim that another person has illegally obtained and
is using our trade secrets, like patent litigation, is expensive and time
consuming, and the outcome is unpredictable. In addition, courts outside the
United States are sometimes less willing to protect trade secrets.

REGULATORY APPROVALS MUST BE OBTAINED AND MAINTAINED FOR PRODUCTS INCORPORATING
OUR TECHNOLOGIES AND, IF APPROVALS ARE DELAYED OR WITHDRAWN, WE WILL BE UNABLE
TO COMMERCIALIZE THESE PRODUCTS.

Government regulations in the United States, Spain and other countries have
a significant impact on our business and affect the research and development,
manufacture and marketing of products incorporating our technologies. In the
United States, Spain and other countries, governmental agencies have the
authority to regulate the distribution, manufacture and sale of drugs. Failure
to comply with applicable regulatory approvals can, among other things, result
in fines, suspension or withdrawal of regulatory approvals, product recalls,
operating restrictions and criminal prosecution. In addition, governmental
regulations may be established that could prevent, delay, modify or rescind
regulatory approval of our products.

IF WE ARE UNABLE TO OBTAIN MARKETING APPROVALS TO SELL OUR PRODUCTS IN COUNTRIES
OTHER THAN SPAIN, WE MAY NOT BE ABLE TO OBTAIN ADDITIONAL REVENUES FROM SALES IN
THOSE COUNTRIES.

We cannot assure you that products that have obtained marketing approval in
Spain will be approved for marketing elsewhere. If we are unable to obtain
marketing approval for our products in countries other than Spain, we may not be
able to obtain additional revenues from sales in those countries. If we are
unable to obtain these marketing approvals, we would have to seek to enter into
collaborative arrangements to sell or license our products to strategic partners
that have marketing approval in those countries. We can not assure you that we
would find or enter into acceptable arrangements with such strategic partners to
market our products, nor can we assure you that any such arrangements would be
successful.

WE MUST COMPLY WITH GOOD MANUFACTURING PRACTICES IN THE PRODUCTION OF
PHARMACEUTICAL PRODUCTS.

Any manufacturing facility for pharmaceutical products to be marketed in the
United States is subject to FDA inspection both before and after approval of a
New Drug Application to determine compliance with the FDA's Good Manufacturing
Practices requirements, as well as local, state and other federal regulations.
Manufacturing facilities for our compounds to be marketed in European

countries and elsewhere are also subject to European Union and/or other
applicable GMP regulations. Facilities used to produce our compounds may not
achieve or maintain compliance with GMP or other requirements. The GMP
regulations are complex and, if we fail to comply with them, it could lead to
rejection or delay of an NDA or comparable application. Any delay in approval of
an NDA or comparable application would delay product launch. Violation of GMP
requirements after approval of an NDA or comparable application, could result in
remedial action, penalties and delays in production.

WE OPERATE A SIGNIFICANT PORTION OF OUR BUSINESS IN, AND PLAN TO EXPAND FURTHER
INTO, MARKETS OUTSIDE THE UNITED STATES, WHICH SUBJECTS US TO ADDITIONAL
BUSINESS RISKS.

In the year ended December 31, 2001, substantially all of our revenues were
derived from sales made by our Spanish subsidiaries in Spain and a small portion
of those revenues (one to two percent) were derived from sales made by the
subsidiaries to customers in other foreign countries. We believe that a
significant portion of our revenues will continue to be derived from sales in
foreign countries. Conducting business internationally subjects us to a number
of risks and uncertainties, including:

- unexpected delays or changes in regulatory requirements;

- difficulties and costs related to complying with a wide variety of complex
foreign laws and treaties;

- delays and expenses associated with tariffs and other trade barriers;

- restrictions on and impediments to repatriation of our funds and our
customers' ability to make payments to us;

- political and economic instability;

- difficulties and costs associated with staffing and managing international
operations and implementing, maintaining and improving financial controls;

- dependence upon independent sales representatives and other indirect
resellers who may not be as effective and reliable as our employees;

- inadequate or uncertain protection of intellectual property in foreign
countries;

- increased difficulty in collecting accounts receivable and longer accounts
receivable cycles in certain foreign countries; and

- adverse tax consequences or overlapping tax structures.

CURRENCY FLUCTUATIONS AND THE TRANSITION TO THE EURO COULD HAVE A MATERIAL
ADVERSE IMPACT ON OUR BUSINESS.

Our revenues may be impacted by fluctuations in local currencies due to the
fact that substantially all of our revenues currently are generated by sales in
Spain by our Spanish subsidiaries, Laboratorios Belmac S.A. and Laboratorios
Davur S.L. Our Spanish subsidiaries reported an increase in net sales of 50% in
local currency for the year ended December 31, 2001 compared to the prior year;
this increase, however, was partially offset by a decline in the value of the
Spanish Peseta, when expressed in U.S. Dollars. We do not currently engage in
foreign exchange hedging transactions to manage our foreign currency exposure.
Our foreign operations expose us to a number of currency related risks,
including the following:

- fluctuations in currency exchange rates;

- limitations on the conversion of foreign currency;

- fluctuations of the carrying value of long lived assets; and

- limitations on the remittance of dividends by foreign subsidiaries.

On January 1, 2002, European Union countries, which includes Spain, began
operating with the Euro as their single currency. Uncertainty exists as to the
effect the Euro will have on the marketplace. The currency conversion to the
Euro exposes us to certain risks, including the following:

- the creation of suitable clearing and settlement payment schemes for the
Euro;

- the legal treatment of outstanding financial contracts after the
conversion date that refer to currencies other than the Euro; and

- whether the interest rate, tax and labor regimes of the European countries
participating in the Euro will successfully converge over time, if at all.

IF WE CANNOT KEEP PACE WITH RAPID TECHNOLOGICAL CHANGE AND MEET THE INTENSE
COMPETITION IN OUR INDUSTRY, WE MAY NOT SUCCEED.

Our success depends, in part, on achieving and maintaining a competitive
position in the development of products and technologies in a rapidly evolving
industry. If we cannot maintain competitive products and technologies, our
current and potential strategic partners may choose to adopt the drug delivery
technologies of our competitors. We also compete generally with other drug
delivery, biotechnology and pharmaceutical companies engaged in the development
of alternative drug delivery technologies or new drug research and testing. Many
of these competitors have substantially greater financial, technological,
manufacturing, marketing, managerial and research and development resources and
experience than we do and represent significant competition for us. Our
competitors may succeed in developing competing technologies or obtaining
governmental approval for products before we achieve success, if at all. The
products of our competitors may gain market acceptance more rapidly than our
products. Developments by competitors may render our existing or proposed
products noncompetitive or obsolete.

Our competitive positions in our generic and branded drug operations as well
as with our drug delivery enhancement technologies are uncertain and subject to
risks. In Spain, and in other countries, we must demonstrate bioequivalence of
our generic products, which may be challenged by branded and other generic
competitors as well as regulatory authorities.

The competitive position of our drug delivery enhancement technologies is
subject to the possible development by others of superior technologies. Other
drug delivery technologies, including oral and injection methods, have wide
acceptance, notwithstanding certain drawbacks, and are the subject of
improvement efforts by other entities having greater resources. In addition, our
drug delivery technologies are limited by the number and commercial magnitude of
drugs with which they can successfully be combined.

WE MAY BE UNABLE TO MEET INCREASING EXPENSES AND DEMANDS ON OUR RESOURCES FROM
FUTURE GROWTH, IF ANY, OR TO EFFECTIVELY PURSUE ADDITIONAL BUSINESS
OPPORTUNITIES.

Our revenues increased 42% and our research and development expenditures
increased 89% from the year ended December 31, 2000 to the year ended
December 31, 2001, challenging our management, administrative, financial,
marketing, operational and research and development resources. In addition, we
routinely consider acquisition and investment opportunities, although we have no
current agreements or commitments with respect to any acquisitions or
investments. Any future acquisitions or investments would further challenge our
resources. If we do not properly meet the increasing expenses and demands on our
resources from future growth, we will be adversely affected. To properly manage
our growth, we must, among other things, implement additional and improve
existing administrative, financial, marketing, operational and research and
development systems, procedures and controls on a timely basis. We may also need
to expand our staff in these and other areas. We may not be able to

complete the improvements to our systems, procedures and controls necessary to
support our future operations in a timely manner. We may not be able to hire,
train, integrate, retain, motivate and manage required personnel, successfully
integrate acquisitions or investments, nor successfully identify, manage and
pursue existing and potential market opportunities. If we fail to generate
additional revenue in excess of increased operating expenses in any fiscal
period, we may incur losses, or our losses may increase in that period.

PHARMACEUTICAL PRICING, CHANGES IN THIRD-PARTY REIMBURSEMENT AND GOVERNMENTAL
MANDATES ARE UNCERTAIN AND MAY ADVERSELY AFFECT US.

Our revenues and profitability may be adversely affected by the continuing
efforts of governmental and third party payors to contain or reduce the costs of
healthcare. A substantial portion of our operations consists of marketing and
manufacturing, primarily in Spain, generic and branded pharmaceutical products.
The use of generic drugs is regulated in Spain, the U.S. and many other
countries, subject to many changing and competing public policy considerations.
In addition, in certain markets, such as Spain, pricing or profitability of
prescription pharmaceuticals is subject to government control. Some governmental
agencies, including those in Spain, can, due to insufficient supply, compel
companies to continue to produce products that are not profitable for the
company. In the U.S., there have been, and we expect that there will continue to
be, a number of federal and state proposals to implement similar government
controls.

Successful commercialization of many of our products, including those using
our permeation enhancement technologies as well as our generic and branded
products, may depend on the availability of reimbursement for the cost of such
products and related treatment from third-party healthcare payors, such as the
government, private insurance plans and managed care organizations. Third-party
payors are increasingly challenging the price of medical products and services.
Such reimbursement may not be available for any of our products at all or for
the duration of the recommended treatment with a drug, which could materially
adversely affect our ability to commercialize that drug. The increasing emphasis
on managed care in the U.S. continues to increase the pressure on pharmaceutical
pricing.

We anticipate that there will continue to be a number of proposals in the
U.S. to implement government control over the pricing or profitability of
prescription pharmaceuticals, as is currently the case in many foreign markets.
The announcement or adoption of such proposals could adversely affect us.
Further, our ability to commercialize our products may be adversely affected to
the extent that such proposals materially adversely affect the business,
financial condition and profitability of companies that are prospective
strategic partners.

The cost of healthcare in Spain, the U.S. and elsewhere continues to be a
subject of investigation and action by various governmental agencies. Certain
resulting legislative proposals may adversely affect us. For example,
governmental actions to reduce or eliminate reimbursement for drugs may directly
diminish our markets. In addition, legislative safety and efficacy measures may
be invoked that lengthen and increase the costs of drug approval processes.
Further, social, economic and other broad policy legislation may induce
unpredictable changes in the healthcare environment. As examples of pending
legislative proposals that may adversely affect us, groups in Spain have urged
the Spanish Parliament to consider proposals that would revise the
pharmaceutical laws in response to social policy. One would change the pricing
and availability of drugs in Spain and the other would conform Spanish drug
exportation to international standards for certain purposes. We cannot assure
you whether these proposals or others may be enacted in some form, if at all, or
the impact they may have if enacted.

OUR OPERATIONS COULD BE ADVERSELY AFFECTED IF WE ARE UNABLE TO RAISE OR OBTAIN
NEEDED FUNDING.

We have used cash from outside financing to fund our operations. Substantial
time and financial and other resources will be required to complete ongoing
development and clinical testing of our

products. Regulatory efforts and collaborative arrangements also will be
necessary for our products that are currently under development and testing in
order for them to be marketed. Assuming we continue our operations as presently
conducted, we believe that with the net proceeds of this offering we have
sufficient working capital to meet our needs for the foreseeable future. The net
proceeds of this offering, however, together with revenues from operations and
our cash may not be sufficient over the next several years for commercializing
all of the products we are currently developing. Consequently, we seek strategic
partners for all phases of development, marketing and commercialization of
product candidates employing our technologies. Further, we cannot assure you as
to the sufficiency of our resources or the time required to complete any ongoing
development and clinical testing, since the extent to which we conduct such
testing is dependent on resource allocation decisions that we make from time to
time based on numerous financial as well as operational considerations.

In addition to development and other costs, we expect to incur capital
expenditures from time to time. These capital expenditures will be influenced by
our regulatory compliance efforts, our success, if any, at developing
collaborative arrangements with strategic partners, our needs for additional
facilities and capital equipment and the growth, if any, of our business in
general. We cannot assure you that we will receive additional funding on
favorable terms if at all, or that we will be successful in attracting strategic
partners. If we cannot raise funds or engage strategic partners on acceptable
terms when needed, we may not be able to continue our research and development
activities, develop or enhance our products and services, take advantage of
future opportunities, grow our business or respond to competitive pressures or
unanticipated requirements.

IF WE CANNOT ATTRACT AND RETAIN KEY PERSONNEL, WE MAY NOT BE ABLE TO EXECUTE OUR
BUSINESS PLAN AS ANTICIPATED.

We have assigned many key responsibilities within our company to, and are
dependent on, a relatively small number of individuals. If we lose the services
of our Chief Executive Officer, Chief Science Officer or Vice President of
Pharmaceutical Development, our ability to execute our business plan in the
manner we currently anticipate would be adversely affected. The competition for
qualified personnel is intense and the loss of key personnel could adversely
affect our business. We maintain key person life insurance only for our Chief
Executive Officer. We have an employment agreement with each of our executive
officers.

WE MAY INCUR SUBSTANTIAL LIABILITIES AND MAY BE REQUIRED TO LIMIT
COMMERCIALIZATION OF OUR PRODUCTS IN RESPONSE TO PRODUCT LIABILITY CLAIMS.

The testing and marketing of medical products entails an inherent risk of
product liability. We may be held liable to the extent that there are any
adverse reactions from the use of our products. Our products involve new methods
of delivery for drugs, some of which may require precautions to prevent
unintended use, especially since they are designed for patients' self-use rather
than being administered by medical professionals. The FDA may require us to
develop a comprehensive risk management program for our products. The failure of
these measures could result in harmful side effects or death. As a result,
consumers, regulatory agencies, pharmaceutical companies or others might make
claims against us. If we cannot successfully defend ourselves against product
liability claims, we may incur substantial liabilities, lose market share or be
required to limit commercialization of our products.

Our inability to obtain sufficient product liability insurance at an
acceptable cost to protect against potential product liability claims could
inhibit or prevent the commercialization of pharmaceutical products we develop
alone or with corporate collaborators. We maintain product liability insurance
in the amount of $3 million Euros (approximately $2.6 million U.S. Dollars) and
clinical trial insurance in connection with our clinical testing activities in
various amounts on a study-by-study basis. While management believes that this
insurance is reasonable, we cannot assure you that any of this coverage will be
adequate to protect us in the event of a claim. We, or any corporate
collaborators, may not be

able to obtain or maintain insurance at a reasonable cost, if at all. Even if
our agreements with any future corporate collaborators entitle us to
indemnification against losses, such indemnification may not be available or
adequate if any claim arises.

WE WILL HAVE BROAD DISCRETION AS TO THE USE OF PROCEEDS OF THIS OFFERING AND MAY
FAIL TO USE THE PROCEEDS EFFECTIVELY.

We expect to use the net proceeds of this offering for general corporate
purposes. We have no current agreements or commitments for any business
combinations or significant capital expenditures. Our management will have broad
discretion in utilizing the proceeds and may use the proceeds in ways with which
you and our other stockholders may disagree. We may not be able to use or invest
these funds effectively.

YOUR PERCENTAGE OF OWNERSHIP AND VOTING POWER AND THE PRICE OF OUR COMMON STOCK
MAY DECREASE AS A RESULT OF EVENTS THAT INCREASE THE NUMBER OF OUR OUTSTANDING
SHARES.

As of December 31, 2001, we had the following capital structure:

Common stock outstanding.................................... 14,585,200

Common stock issuable upon:
Exercise of Class B Warrants.............................. 3,003,560
Exercise of other warrants................................ 420,000
Exercise of options which are outstanding................. 2,937,256
Exercise of options which have not been granted........... 1,006,000
----------
Total common stock outstanding assuming exercise of all of
the above................................................. 21,952,016
==========

As of December 31, 2001, we had outstanding options and warrants to purchase
approximately 6,360,816 shares of common stock at exercise prices ranging from
$1.50 to $45.00 (exercisable at a weighted average of $4.83 per share), of which
approximately 5,740,716 options and warrants were then exercisable. Since
December 31, 2001 we have granted options to purchase 477,500 shares of common
stock, exercisable at a weighted average of $9.76 per share. In addition, we may
conduct future offerings of our common stock or other securities with rights to
convert the securities into shares of our common stock. Exercise of our
outstanding options and warrants into our common stock may significantly and
negatively affect the market price for our common stock as well as decrease your
percentage ownership and voting power.

OUR STOCK IS VOLATILE.

The market prices for our securities and for securities of emerging growth
companies have historically been highly volatile. During the last two years, the
price of our common stock has ranged from a high of $11.57 to a low of $3.56.
Future announcements concerning us or our competitors may have a significant
impact on the market price of our common stock. Factors which may affect our
market price include:

- progress of our relationships with strategic partners;

- results of clinical studies and regulatory reviews;

- technological innovations by us or our competitors;

- market conditions in the pharmaceutical, drug delivery and biotechnology
industries;

- competitive products;

- financings;

- sales or the possibility of sales of our common stock;

- our results of operations and financial condition;

- proprietary rights;

- public concern as to the safety or commercial value of our products; and

- general economic conditions.

These uncertainties have adversely affected and may continue to adversely
affect the market price of our common stock. Furthermore, the stock market has
experienced significant price and volume fluctuation unrelated to the operating
performance of particular companies. These market fluctuations may also
adversely affect the market price of our common stock.

DELAWARE LAW AND PROVISIONS IN OUR CERTIFICATE OF INCORPORATION, BYLAWS AND
STOCKHOLDER RIGHTS PLAN MAY PREVENT OR DISCOURAGE THIRD PARTIES OR STOCKHOLDERS
FROM ATTEMPTING TO REPLACE THE MANAGEMENT OF BENTLEY.

As a Delaware company, we are subject to Section 203 of the Delaware General
Corporation Law, as amended, which is a statutory provision intended to
discourage certain takeover attempts that are not approved by the board of
directors. Section 203 prohibits a Delaware corporation from engaging in any
business combination with any interested stockholder for a period of three years
following the date that such stockholder became an interested stockholder
subject to certain exceptions.

Our certificate of incorporation and bylaws include provisions that also may
have the effect of discouraging, delaying or preventing a change in control or
an unsolicited acquisition proposal that a stockholder might consider favorable.
Our board of directors is divided into three classes with staggered three-year
terms, which makes it more difficult for an acquiror to change the overall
composition of the board in a short period of time. The positive vote of at
least two-thirds is required to approve a merger, a sale or lease of all or most
of our assets, certain other business combinations or dissolution or
liquidation, and an affirmative vote of two-thirds is required to amend any
provision in our certificate of incorporation relating to our directors and
officers or to amend any provision in our certificate of incorporation.
Additionally, our certificate of incorporation authorizes our board of directors
to issue preferred stock in one or more series with the rights, obligations and
preferences of each series to be determined by our board without stockholder
approval. Our staggered board, the super-majority voting provisions and the
potential issuance of preferred stock may have the effect of preventing or
discouraging third parties or stockholders from attempting to replace our
management.

To the same potential effect, we have a stockholder rights plan designed to
prevent a potential acquirer from gaining control of us and to protect us from
coercive takeover attempts. The rights will become exercisable only if any
person or group of affiliated persons beneficially acquires 15% or more of our
common stock. Under certain circumstances, each holder of a right (other than
the person or group who acquired 15% or more of our common stock) is entitled to
purchase a defined number of shares of our common stock at 50% of its market
price at the time that the right becomes exercisable.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995.

Words such as expects, anticipates, intends, believes, will and similar
words are used to identify forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements, including, but not limited to, the statements in the Risk Factors
and Business sections and elsewhere in this prospectus, are not based on
historical facts, but rather reflect our current expectations concerning future
results and events. Although we believe that the expectations reflected in the
forward-looking statements are reasonable, such statements involve known and
unknown risks, uncertainties and other factors that may cause our actual
results, performance or achievements to be different from any future results,
performance and achievements expressed or implied by these statements, including
the risks outlined in the Risk Factors section and elsewhere in this prospectus.
You are cautioned not to place undue reliance on these forward-looking
statements, which reflect our views only as of the date of this prospectus. We
undertake no obligation to publicly update or revise any forward-looking
statements, whether as the result of new information, future events or
otherwise. You should not assume that the information contained in this
prospectus is accurate as of any date other than the date on the front cover of
this prospectus.

USE OF PROCEEDS

The net proceeds to us from the sale of the 2,500,000 shares of common stock
offered by us on a best efforts basis are estimated to be approximately
$22,800,000 (at an assumed sale price of $10.00 per share), after deduction of
estimated expenses payable by us in connection with this offering.

We expect to use the net proceeds of this offering for general corporate
purposes, including working capital, research and development, product
development and capital expenditures. A portion of the proceeds may also be used
to acquire or invest in complementary businesses, technologies or products. The
amount that we use for each of these purposes will depend on a number of
factors, including the need to further develop our products to attract strategic
partners and the amount of cash we generate from operations. As a result, we
will retain broad discretion in the allocation of the net proceeds of this
offering. We have no current agreements or commitments with respect to any
acquisition or investment. Assuming we continue our operations as presently
conducted, we believe that with the net proceeds of this offering, we will have
sufficient working capital to meet our needs for the foreseeable future. Pending
these uses, we intend to invest the net proceeds of this offering in cash
equivalents and/or short-term securities.

PRICE RANGE OF COMMON STOCK

The following table sets forth, for the periods indicated, the range of
quarterly high and low sales prices for our common stock as reported on the
American Stock Exchange under the symbol "BNT." Our common stock began trading
on the American Stock Exchange on July 31, 1990 and on the Pacific Exchange on
March 27, 1996.

HIGH LOW
-------- --------

Fiscal 2000

First Quarter........................................... $12.50 $5.88
Second Quarter.......................................... 9.50 5.88
Third Quarter........................................... 11.00 6.88
Fourth Quarter.......................................... 11.00 3.56

Fiscal 2001

First Quarter........................................... 7.50 4.40
Second Quarter.......................................... 6.35 4.40
Third Quarter........................................... 7.25 5.50
Fourth Quarter.......................................... 10.50 6.25

Fiscal 2002

First Quarter (through March 25, 2002).................. 11.57 7.60

As of March 25, 2002 there were 1,611 holders of record of our common stock,
which does not reflect stockholders whose shares are held in street name.

DIVIDENDS

We have never paid cash dividends on our common stock. We intend to retain
future earnings in order to finance the growth and development of our business.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2001:

- on an actual basis; and

- on an as adjusted basis to reflect the sale of 2,500,000 shares of common
stock at an assumed offering price of $10.00 per share, after deducting
placement agent fees and estimated offering expenses. This offering is on
a best efforts basis.

You should read the information below with "Use of Proceeds" and the
financial information contained elsewhere in this prospectus. For a description
of our capital stock, you should read the information under the caption
"Description of Securities."

DECEMBER 31, 2001
----------------------
ACTUAL AS ADJUSTED
-------- -----------
(IN THOUSANDS, EXCEPT
SHARE AND
PER SHARE DATA)

Long-term debt.............................................. $ 142 $ 142
======== ========
Stockholders' equity:
Preferred stock, par value $1.00 per share; 2,000,000
shares authorized, no shares issued or outstanding...... -- --
Common stock, par value $.02 per share; 35,000,000 shares
authorized, 14,585,200 shares issued and outstanding and
17,085,200 shares, as adjusted.......................... 292 342
Warrants to purchase 3,423,560 shares of common stock..... 433 433
Additional paid-in capital................................ 97,501 120,251
Accumulated deficit....................................... (74,332) (74,332)
Accumulated other comprehensive loss...................... (3,470) (3,470)
-------- --------
Total stockholders' equity............................ 20,424 43,224
-------- --------
Total capitalization............................ $ 20,566 $ 43,366
======== ========

The number of shares of common stock to be outstanding after this offering
does not include:

- 3,003,560 shares of common stock issuable upon the exercise of Class B
Warrants (some of which were issued as underwriter's compensation as a
result of our 1996 public offering), exercisable at $5.00 per share and
expiring on December 31, 2002;

- 2,937,256 shares of common stock issuable upon the exercise of outstanding
stock options, exercisable at a weighted average of $5.00 per share;

- 420,000 shares of common stock issuable upon the exercise of other
outstanding common stock purchase warrants, exercisable at a weighted
average of $2.38 per share; and

- 1,006,000 additional shares of common stock reserved for issuance under
our stock option plans, options to purchase 477,500 of which shares
subsequently have been granted and are exercisable at a weighted average
of $9.76 per share.

SELECTED CONSOLIDATED FINANCIAL DATA

The following sets forth the selected consolidated statement of operations
data for each of the five years in the period ended December 31, 2001 and
consolidated balance sheet data as of December 31, 2000 and 2001, all of which
are derived from our audited consolidated financial statements and related
notes. The following selected financial data for each of the three years in the
period ended December 31, 2001 and as of December 31, 2000 and 2001 should be
read together with our consolidated financial statements and related notes
appearing elsewhere in this prospectus and "Management's Discussion and Analysis
of Financial Condition and Results of Operations." Our independent auditors have
audited our consolidated financial statements for each of the five years in the
period ended December 31, 2001. The consolidated statement of operations for
each of the two years in the period ended December 31, 1998 are derived from our
audited consolidated financial statements and related notes not included in this
prospectus.

CONSOLIDATED STATEMENT OF OPERATIONS DATA

YEAR ENDED DECEMBER 31,
----------------------------------------------------
1997 1998 1999 2000 2001
-------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

CONSOLIDATED BALANCE SHEET DATA

DECEMBER 31,
---------------------------------
2001(1)
2000 2001 AS ADJUSTED
-------- -------- -----------
(IN THOUSANDS)

Working capital............................................. $3,742 $6,276 $29,076
Non-current assets.......................................... 15,773 16,280 16,280
Total assets................................................ 28,877 32,119 54,919
Non-current liabilities..................................... 1,699 2,132 2,132
Redeemable preferred stock.................................. -- -- --
Stockholders' equity........................................ 17,816 20,424 43,224

------------------------

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

GENERAL

We are a specialty pharmaceutical company focused on advanced drug delivery
technologies and pharmaceutical products. A substantial part of our operations
is in Spain, where we manufacture and market generic and branded pharmaceutical
products and from which market we derive the majority of our sales.

Our primary objective is to be a leading specialty pharmaceutical company
focused on advanced drug delivery and formulation technologies that improve the
effectiveness of existing and new pharmaceuticals. We have patents and
proprietary technologies that enhance or facilitate the absorption of drugs
across membranes of the skin, mouth, nose, vagina and eye. We are developing
products incorporating these technologies and seek to form strategic alliances
with major pharmaceutical and biotechnology companies to facilitate the
development and commercialization of our products. We currently have strategic
alliances with Pfizer and Auxilium and are in preliminary discussions with a
number of other pharmaceutical companies to form additional alliances.

We have entered into a research services agreement with Auxilium, an
emerging therapeutic pharmaceutical company focused on diseases related to
aging, to develop and test various pharmaceutical compositions of a topical
testosterone product using our CPE-215 permeation enhancement technology. We
have licensed our drug delivery technology to Auxilium for use in the
development and commercialization of a topical testosterone product. Phase III
clinical trials performed by Auxilium for the approval of this product in the
U.S. have been completed and a New Drug Application has been submitted to the
FDA.

We have entered into a research collaboration with Pfizer in which we were
granted a non-exclusive worldwide royalty-free license to use Pfizer's compounds
and technology to assess the performance of our CPE-215 technology with Pfizer's
compounds. As part of the agreement, we granted to Pfizer the non-exclusive
right to test the ability of our CPE-215 technology to enhance delivery of
certain compounds proprietary to Pfizer.

We entered into a strategic alliance with Teva in July 2000 whereby we,
through our Spanish subsidiaries, received the right to register and market in
Spain more than 75 of Teva's products. The products are comprised of both
branded and generic forms. Sales from the products are expected to begin
gradually, but will progress over the next two to three years. An investment in
additional sales representatives has been and will continue to be required,
along with an increase in regulatory activities, both of which may create a
short-term decrease in our earnings. Through our subsidiary, Laboratorios
Davur S.L., we also submitted registrations to the Spanish Ministry of Health
for generic versions of various products in response to growing interest in
generic drug products in Spain. We believe that gross margins may be lower on
sales of these products.

We manufacture generic and branded pharmaceutical products in our Zaragoza,
Spain facility and sell and market these products to physicians and pharmacists
throughout Spain. In addition to manufacturing our own products, we utilize our
excess capacity by acting as a contract manufacturer for other pharmaceutical
companies.

We have not realized domestic taxable income to date. At December 31, 2001,
net operating losses available to offset future domestic taxable income for
federal income tax purposes were approximately $36,047,000 million. Our U.S.
federal net operating loss carryforwards, if not utilized, expire at various
dates from 2007 to 2022. We have recorded a valuation allowance against our
entire future tax benefit arising from our domestic net operating losses. The
future utilization of our net operating loss carryforwards may be limited
pursuant to U.S. tax regulations.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED DECEMBER 31, 2001 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
2000

NET SALES. Net sales increased by 41.9% from $18,617,000 in 2000 to
$26,411,000 in 2001. The $7,794,000 increase was primarily the result of our
continuing efforts in the generic drug market in Spain. We anticipated the
opportunities in the emerging generic drug market in Spain and began taking
measures over three years ago to enter the Spanish generic drug market. We began
to register, market and distribute generic pharmaceutical products in Spain and
began aligning our business model to be competitive in this arena, including
hiring and training a new generic products sales force, submission of generic
products to the Spanish Ministry of Health for approval and a marketing campaign
designed to position ourselves as a leader in the Spanish generic drug market.
Although in Spain we reported an increase in net sales of 50% in local currency
in 2001 compared to the prior year, a three percent decline in the value of the
Spanish Peseta and related Euro negatively impacted revenues by approximately
$579,000. Sales of the product Controlvas(R), which accounted for approximately
$2,208,000 of net sales in 2000, declined to approximately $60,000 in 2001 as a
result of our divestiture of the related drug license during the first quarter
of 2001, which resulted in a pre-tax gain of approximately $4,977,000. Net sales
in 2001 included sales of the product Arzimol-TM- totaling approximately
$600,000, which will not continue in 2002 due to termination of our joint
marketing agreement with Bristol-Myers Squibb for this product.

GROSS PROFIT. Gross profit increased by 30.8% from $11,428,000 in 2000 to
$14,949,000 in 2001. The $3,521,000 increase was the direct result of the growth
in our net sales from 2000 to 2001. However, our gross margins for 2001
decreased to 57% compared to gross margins of 61% in the prior year, primarily
as a result of the mix of products sold, including the effects of the addition
of our new generic product line and disposition of the Controlvas(R) drug
license, as well as higher depreciation charges resulting from the recent
renovations and improvements at our manufacturing facility. Net sales of
Controlvas(R) products contributed approximately $1,493,000 to gross profit
during 2000; however, the divestiture of the Controlvas(R) drug license during
the first quarter of 2001 reduced the gross profit contribution from sales of
these products to approximately $41,000, in 2001. Approximately 30% of our net
sales during the year ended December 31, 2001 were generic product sales, which
typically have lower sales prices and gross margins than branded products. In
comparison, we sold no generic drug products during the first three quarters of
the prior year. As generic product sales become more significant in the future,
gross margins may continue to decrease. Additionally, the Ministry of Health in
Spain levies on pharmaceutical companies a tax for the purposes of funding
rising healthcare costs in Spain. In 2001, this tax had the effect of reducing
gross profit by $228,000, or one percentage point.

SELLING AND MARKETING EXPENSES. Selling and marketing expenses increased by
39.5% from $6,494,000 in 2000 to $9,057,000 in 2001. The $2,563,000 increase in
2001 was the result of our introduction and support of the launches of new
generic drug products. Selling and marketing expenses as a percent of sales,
however, declined slightly to 34.3% in 2001 compared to 34.9% in 2000. The three
percent decline in the value of the Spanish Peseta and related Euro, in relation
to the U.S. Dollar, during the year, had the effect of reducing selling and
marketing expenses by $221,000 in 2001.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
increased by 8.5% from $3,766,000 in 2000 to $4,085,000 in 2001. The $319,000
increase in 2001 was the result of increased general and administrative
activities required to support our revenue growth in 2001. General and
administrative expenses as a percent of sales declined to 15.5% of net sales in
2001 compared to 20.2% of net sales in 2000. The three percent decline in the
value of the Spanish Peseta and related Euro, in relation to the U.S. Dollar,
during the period, had the effect of reducing general and administrative
expenses by $58,000 in 2001.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased by 89.1% from $1,102,000 in 2000 to $2,084,000 in 2001. The $982,000
increase in 2001 was the result of an increase in our costs associated with
Phase I Clinical Studies (treatment of nail fungal infections), preclinical
programs underway in collaboration with universities and with product
formulation and testing efforts being performed in the laboratory in our U.S.
headquarters and at our facility in Zaragoza, Spain. We are using our U.S.
laboratory to develop potential product applications using our drug delivery
technologies. The expenditures in research and development, which totaled
$732,000 in the fourth quarter, reflect our focus on projects that are necessary
for expansion of our portfolio of marketed products and clinical trials
involving our technologies. We expect that our future expenditures for research
and development activities will continue to increase as a result of programs
that are necessary to advance new applications of our technologies.

DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization
expenses increased by 57.1% from $580,000 in 2000 to $911,000 in 2001. The
$331,000 increase in 2001 was the result of increased amortization charges
related to our recent acquisition of drug licenses and technologies, including
Codeisan(R), (approximately $289,000) and to a lesser extent, higher
depreciation charges with respect to recent asset additions (approximately
$107,000), partially offset by the effect of fluctuations in foreign currency
exchange rates (approximately $13,000). Depreciation and amortization charges
are expected to be higher than in 2001 as a result of these acquisitions.

INTEREST INCOME. Interest income decreased by 51.6% from $347,000 in 2000
to $168,000 in 2001. The $179,000 decrease was the result of lower short-term
interest bearing investment balances and lower interest rates on the existing
investment balances during 2001 compared to 2000.

INTEREST EXPENSE. Interest expense decreased by 44.4% from $439,000 in 2000
to $244,000 in 2001. The $195,000 decrease was the result of the conversion of
all outstanding debentures into shares of our common stock in the second quarter
of 2000. Interest expense incurred during 2001 resulted primarily from the
outstanding balances on lines of credit used for operating purposes and lines of
credit and borrowings used to finance the purchase of the product Codeisan(R)
and capital equipment and improvements in Spain.

PROVISION FOR INCOME TAXES. We generated additional U.S. federal net
operating loss carryforwards in 2001. However, since we are not assured of
future profitable domestic operations, we have recorded a valuation allowance
for any future benefit of such losses. We recorded a provision for foreign
income taxes totaling $2,452,000 for 2001 as a result of reporting taxable
income in Spain (approximately $607,000) and capital gains tax (approximately
$1,845,000) primarily arising from the sale of Controlvas(R) and Amantadine(R),
compared to the provision for foreign income taxes of $222,000 in the prior year
as a result of taxable income earned in Spain. The provision for foreign income
taxes would have been $159,000 higher than reported, absent the three percent
decline in the value of the Spanish Peseta and related Euro in relation to the
U.S. Dollar during the year.

NET INCOME. We sold the trademarks, registration rights and dossiers for
our branded pharmaceutical products, Controlvas(R) and Amantadine(R), for
approximately $5,148,000 and $114,000, respectively, during 2001, generating
pre-tax gains of approximately $4,977,000 and $73,000, respectively. Including
the $5,050,000 pre-tax gains on sale of these drug licenses, we reported income
from operations of $3,862,000 for 2001 compared to a loss from operations of
$514,000 in the prior year. Excluding the $5,050,000 pre-tax gain from the sale
of the Controlvas(R) and Amantadine(R) drug licenses, the loss from operations
for the year ended December 31, 2001 totaled $1,188,000. The combination of
income from operations of $3,862,000 and the non-operating items, primarily the
provision for income taxes of $2,452,000, resulted in net income of $1,361,000,
or $.10 per basic common share ($.08 per diluted common share) on 14,196,000
weighted average basic common shares outstanding (16,147,000 weighted average
diluted common shares outstanding) for 2001, compared to a

net loss in the prior year of $745,000, or $.06 per basic and diluted common
share on 12,981,000 weighted average common shares outstanding.

FISCAL YEAR ENDED DECEMBER 31, 2000 COMPARED TO FISCAL YEAR ENDED DECEMBER 31,
1999

NET SALES. Net sales decreased by 8.1% from $20,249,000 in 1999 to
$18,617,000 in 2000. The $1,632,000 decrease was the result of increased generic
drug competition that reduced sales of certain of our branded pharmaceutical
products and a 16% decline in the value of the Spanish Peseta and related Euro
in relation to the U.S. Dollar. The decline in the value of the local currency
negatively impacted net sales by $2,736,000 in 2000, resulting in net sales
generated in Spain of $18,487,000 when expressed in U.S. Dollars. Our Spanish
subsidiaries reported an increase in net sales of 5% in local currency for 2000
compared to the prior year. Also impacting net sales was a decision by the
Spanish Ministry of Health to suspend from commercialization a class of drugs
that included Finedal, a product we previously marketed. Our net sales in 2000
included sales of Finedal totaling approximately $230,000, while net sales in
1999 included Finedal sales of approximately $880,000. We do not anticipate any
future sales of this product nor do we anticipate incurring any future costs
with respect to this product. Net sales in 2000 included $130,000 related to
research and licensing agreements and fees from research and product formulation
activities in the U.S.

GROSS PROFIT. Gross margins for 2000 increased to 61.4% compared to 58.3%
in the prior year, primarily as a result of the mix of products sold and
manufacturing efficiencies realized at our manufacturing facility during 2000
compared to the prior year. However, foreign currency fluctuations during 2000
had the effect of decreasing net sales and the related gross profit by $376,000,
or 3.2%, from $11,804,000 in 1999 to $11,428,000 in 2000.

SELLING AND MARKETING EXPENSES. Selling and marketing expenses increased by
5.3% from $6,166,000 in 1999 to $6,494,000 in 2000. The $328,000 increase in
2000 was the result of selling and marketing efforts to maintain and grow market
share. Selling and marketing expenses, as a percent of net sales, increased to
34.9% in 2000 from 30.5% in 1999. Selling and marketing expenses, as reported in
U.S. Dollars, were approximately $1,012,000 lower than would have been reported
as a result of the 16% decline in the value of the Spanish Peseta and related
Euro in relation to the U.S. Dollar during the period.

GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative expenses
decreased by 1.3% from $3,816,000 in 1999 to $3,766,000 in 2000. The $50,000
decrease was the result of a decline in the value of the Spanish Peseta and
related Euro. General and administrative expenses, as reported in U.S. Dollars,
were approximately $274,000 lower than would have been reported as a result of
the 16% decline in the value of the Spanish Peseta and related Euro in relation
to the U.S. Dollar during the period. General and administrative expenses as a
percent of net sales, increased from 18.8% in 1999 to 20.2% in 2000.

RESEARCH AND DEVELOPMENT EXPENSES. Research and development expenses
increased by 60.9% from $685,000 in 1999 to $1,102,000 in 2000. The $417,000
increase was the result of costs associated with conducting clinical trials,
preclinical programs and product formulation and testing efforts.

DEPRECIATION AND AMORTIZATION EXPENSES. Depreciation and amortization
expenses increased by 3.8% from $559,000 in 1999 to $580,000 in 2000. The
$21,000 increase was the result of higher depreciation charges related to
renovations and improvements in our manufacturing facility and our U.S.
laboratory and higher amortization charges for recently acquired drug licenses
and technologies, partially offset by the effect of fluctuations in foreign
currency exchange rates.

INTEREST INCOME. Interest income increased by 42.2% from $244,000 in 1999
to $347,000 in 2000. The $103,000 increase was the result of higher short-term
interest bearing investment balances and higher interest rates earned on the
investment balances during 2000 as compared to 1999.

INTEREST EXPENSE. Interest expense decreased by 62.4% from $1,168,000 in
1999 to $439,000 in 2000. The $729,000 decrease was the result of the conversion
into common stock of our 12% Senior Subordinated Debentures in the second
quarter of 2000. Interest expense incurred during the nine months ended
December 31, 2000 resulted primarily from the outstanding balances on lines of
credit used for operating purposes and lines of credit and borrowings used to
fund the purchase of the product Codeisan(R), in Spain, during the third and
fourth quarters of 2000. We financed approximately $4,900,000 of the purchase,
using short-term lines of credit and long-term borrowings. We used a portion of
the deposit that we received from the sale of the trademark, registration rights
and dossier for our branded pharmaceutical product, Controlvas(R), to reduce
short-term borrowings during the fourth quarter of 2000.

PROVISION FOR INCOME TAXES. We generated additional U.S. federal net
operating loss carryforwards in 2000. However, since we are not assured of
future profitable domestic operations, we have recorded a valuation allowance
for any future benefit of such losses. We recorded a current provision for
foreign income taxes totaling $222,000 for 2000 as a result of taxable income
earned in Spain, compared to $781,000 in the same period of the prior year. The
provision for foreign income taxes would have been $31,000 higher than reported,
absent the 16% decline in the value of the Spanish Peseta and related Euro in
relation to the U.S. Dollar during the period.

NET INCOME. We reported a loss from operations of $514,000 for 2000
compared to income from operations of $578,000 in the prior year. The impact of
non-operating items, primarily interest income of $347,000, interest expense of
$439,000 and the resulting provision for income taxes of $222,000 resulted in a
net loss of $745,000, or $.06 per basic and diluted common share (12,981,000
weighted average common shares outstanding) for 2000, compared to the net loss
in the prior year, of $1,090,000, or $.12 per basic and diluted common share
(9,147,000 weighted average common shares outstanding).

SELECTED QUARTERLY FINANCIAL DATA

The following table sets forth certain operating data for our last eight
quarters. We have derived this data from our unaudited quarterly financial
statements.

THREE MONTHS ENDED (UNAUDITED)
----------------------------------------------------------------------------------------
FISCAL 2000 FISCAL 2001
----------------------------------------- -----------------------------------------
3/31/00 6/30/00 9/30/00 12/31/00 3/31/01 6/30/01 9/30/01 12/31/01
-------- -------- -------- -------- -------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Net sales.............................. $5,085 $4,594 $3,626 $5,312 $5,814 $6,125 $6,316 $8,156

Gross profit........................... 3,127 2,858 2,143 3,300 3,365 3,438 3,608 4,538

Income (loss) from operations.......... 468 (101) (476) (405) 4,612(1) (468) 120 (402)

Net income (loss)...................... 41 (182) (419) (185) 2,642 (569) (149) (563)

Net income (loss) per common share.....
Basic................................ $ -- $ (.01) $ (.03) $ (.02) $ .19 $ (.04) $ (.01) $ (.04)
Diluted.............................. $ -- $ (.01) $ (.03) $ (.02) $ .17 $ (.04) $ (.01) $ (.04)

--------------------------

(1) Includes pre-tax gain of approximately $4,977,000 related to the sale of the
Controlvas(R) drug license.

LIQUIDITY AND CAPITAL RESOURCES

Our total assets increased from $28,877,000 at December 31, 2000 to
$32,119,000 at December 31, 2001, while stockholders' equity increased from
$17,816,000 at December 31, 2000 to $20,424,000 at December 31, 2001. The
increase in stockholders' equity reflects primarily the net income of $1,361,000
in 2001, and net proceeds from the exercise of stock options and warrants
totaling $1,827,000, partially offset by the negative impact of the fluctuation
of the Spanish Peseta and related Euro exchange rate of $842,000 in 2001.

Our working capital increased from $3,742,000 at December 31, 2000 to
$6,276,000 at December 31, 2001, primarily as a result of collection of the
remainder of the cash due upon the sale of the product Controlvas(R)
(approximately $2,582,000), most of which was used to reduce short-term and
long-term borrowings, the recognition of deferred income of approximately
$2,564,000 related to the sale of Controlvas(R), and net proceeds received from
the exercise of stock options and warrants totaling $1,827,000 during 2001.

Cash and cash equivalents increased from $4,816,000 at December 31, 2000 to
$5,736,000 at December 31, 2001, as a result of net cash generated by investing
activities of $744,000, which included proceeds received from the sale of the
Controlvas(R) drug license (approximately $2,582,000) partially offset by
additions to fixed assets of approximately $1,595,000 and additions to drug
licenses of approximately $437,000. Cash and cash equivalents also increased as
a result of proceeds from the exercise of stock options and warrants
(approximately $1,827,000), which was partially offset by net repayments of
borrowings (approximately $1,704,000).

Receivables increased from $5,135,000 at December 31, 2000 to $6,937,000 at
December 31, 2001 as a direct result of sales growth. Receivables increased by
approximately $2,222,000 in local currency, but fluctuations in foreign currency
exchange rates offset the increase by approximately $344,000. We have not
experienced any material delinquencies on our receivables. Inventories increased
from $1,827,000 at December 31, 2000 to $2,563,000 at December 31, 2001
primarily as a result of raw materials purchases in anticipation of demand for
our generic products.

The combined total of accounts payable and accrued expenses increased from
$3,613,000 at December 31, 2000 to $7,310,000 at December 31, 2001, primarily
due to accruals for social security taxes payable, salaries payable and taxes
payable (approximately $866,000), as well as for inventory purchases
(approximately $1,445,000), additions to fixed assets (approximately $322,000)
and reserves for potential sales returns (approximately $402,000), partially
offset by the effect of fluctuations in foreign currency exchange rates
(approximately $472,000).

Short-term borrowings and current portion of long-term debt decreased from
$3,185,000 at December 31, 2000 to $1,757,000 at December 31, 2001, as a result
of utilizing proceeds from the sale of the product Controlvas(R) to reduce
balances outstanding, combined with the effect of fluctuations in foreign
currency exchange rates, partially offset by additional borrowings during the
year ended December 31, 2001 to finance capital expenditures at our
manufacturing plant in Spain and working capital needs. The weighted average
interest rate on our short-term borrowings is 5.9%.

Long-term debt, which totaled $623,000 at December 31, 2000, was reduced to
zero during the year ended December 31, 2001 as a result of using proceeds from
the sale of Controlvas(R) to reduce the outstanding balance and was subsequently
increased to $214,000 as of December 31, 2001 as a result of a
Government-sponsored loan program in Spain, whereby a non-interest bearing loan
has been provided for product development. We have recorded a discount on the
obligation of $72,000 using an imputed interest rate of 6%. The discount will be
amortized to interest expense over the ten-year term of the loan.

In addition to our short-term borrowings and long-term debt, we have fixed
contractual obligations under various lease agreements. Our contractual
obligations were comprised of the following as of December 31, 2001:

PAYMENTS DUE BY PERIOD
------------------------------------------
LESS
THAN 1 1-3 4-6 7-10
CONTRACTUAL OBLIGATIONS TOTAL YEAR YEARS YEARS YEARS
----------------------- -------- -------- -------- -------- ---------
(IN THOUSANDS)

Short-term borrowings.................................. $1,757 $1,757 $ -- $ -- $ --
Long-term debt, including imputed interest of
$72,000.............................................. 214 -- 30 92 92
Operating leases....................................... 2,945 736 2,117 92 --
------ ------ ------ ---- ---------
Total contractual cash obligations..................... $4,916 $2,493 $2,147 $184 $ 92
====== ====== ====== ==== =========

Operating activities for the year ended December 31, 2001 provided net cash
of $139,000. Investing activities, primarily the proceeds from the sale of drug
licenses ($2,698,000), partially offset by additions to machinery and equipment
and capital improvements to our facilities in Spain and the U.S. ($1,595,000)
and the purchase of drug licenses ($437,000) provided net cash of $744,000
during the year ended December 31, 2001. Financing activities, primarily
proceeds from the exercise of stock options and warrants ($1,827,000), partially
offset by net repayments of borrowings ($1,704,000) provided net cash of
$122,000 during the year ended December 31, 2001.

SEASONALITY, EFFECT OF INFLATION AND LIQUIDITY. In the past, we have
experienced lower sales in the third calendar quarter and higher sales in the
fourth calendar quarter due to seasonality. As we market more pharmaceutical
products whose sales are seasonal, seasonality of sales may become more
significant. Neither inflation nor changing prices has materially impacted our
net sales or income from operations for the periods presented. We expect to have
sufficient liquidity to fund operations for at least the next twelve months. We
continue to explore alternative sources for financing our business activities,
including the possibility of public and/or private offerings of our securities.
In appropriate situations, that will be strategically determined, we may seek
financial assistance from other sources, including contribution by others to
joint ventures and other collaborative or licensing arrangements for the
development, testing, manufacturing and marketing of products under development.

MARKET RISK

FOREIGN CURRENCY. A substantial amount of our business is conducted in
Europe and is therefore influenced to the extent to which there are fluctuations
in the U.S. Dollar's value against other currencies, specifically the Euro and
the Spanish Peseta. On January 1, 1999, the Euro became the official currency of
European Union (EU) member states with a fixed conversion rate against their
national currencies. The value of the Euro against the U.S. Dollar and all other
currencies, including the EU member states that are not participating in the
Euro zone, will fluctuate according to market conditions. The permanent value of
one Euro in Spain was fixed at 166.386 Spanish Pesetas. The exchange rate at
December 31, 2001 and 2000 was 186.93 Spanish Pesetas (1.12 Euros) and 178.02
Spanish Pesetas (1.07 Euros) per U.S. Dollar, respectively. The weighted average
exchange rate for the years ended December 31, 2001 and 2000 was 185.93 Spanish
Pesetas (1.12 Euros) and 180.66 Spanish Pesetas (1.09 Euros) per U.S. Dollar,
respectively. The effect of foreign currency fluctuations on long lived assets
for the year ended December 31, 2001 was a decrease of $842,000 and the
cumulative historical effect was a decrease of $3,470,000, as reflected in our
Consolidated Balance Sheets as accumulated other comprehensive loss. Although
exchange rates fluctuated significantly in recent years, including, the
weakening of the Euro in relation to the U.S. Dollar in 1999, 2000 and the first
six months of 2001, we do not believe that the effect of foreign currency
fluctuation is material to our results of operations as the expenses related to
much of our foreign currency revenues are in the same

currency as such revenues. However, the carrying value of assets and reported
values can be materially impacted by foreign currency translation, as can the
translated amounts of net sales and expenses.

We have relied primarily upon financing activities to fund our operations in
the U.S. In the event that we are required to fund U.S. operations or cash needs
with funds generated in Spain, currency rate fluctuations in the future could
have a significant impact on us. However, at the present time, we do not
anticipate altering our business plans and practices to compensate for future
currency fluctuations.

INTEREST RATES. The weighted average interest rate on our short-term
borrowings is 5.9% and the balance outstanding is $1,757,000 as of December 31,
2001. Our long-term borrowings are non-interest bearing and the balance
outstanding at December 31, 2001 is $214,000 including imputed interest (at
6.0%) of $72,000. The effect of an increase in the interest rate of one hundred
basis points (to 6.9% on short-term borrowings and to 7.0% on long-term
borrowings) would have the effect of increasing interest expense by
approximately $20,000 annually.

CRITICAL ACCOUNTING POLICIES

Our significant accounting policies are more fully described in Note 2 to
our consolidated financial statements. However, certain of our accounting
policies are particularly important to the portrayal of our financial position
and results of operations and require the application of significant judgment by
our management; as a result they are subject to an inherent degree of
uncertainty. In applying those policies, our management uses its judgment to
determine the appropriate assumptions to be used in the determination of certain
estimates. Those estimates are based on our historical experience, terms of
existing contracts, our observance of trends in the industry, information
provided by our customers and information available from other outside sources,
as appropriate. Our significant accounting policies include:

- INVENTORIES. Inventories are stated at the lower of cost or market, cost
being determined on the first-in, first-out method. Reserves for slow
moving and obsolete inventories are provided based on historical
experience and current product demand. We evaluate the adequacy of these
reserves quarterly.

- REVENUE RECOGNITION AND ACCOUNTS RECEIVABLE. Revenue on product sales is
recognized when persuasive evidence of an arrangement exists, the price is
fixed and final, delivery has occurred and there is a reasonable assurance
of collection of the sales proceeds. We generally obtain oral or written
purchase authorizations from our customers for a specified amount of
product at a specified price and consider delivery to have occurred at the
time of shipment. We provide our customers with a limited right of return.
Revenue is recognized at shipment and a reserve for sales returns is
recorded. We have demonstrated the ability to make reasonable and reliable
estimates of product returns in accordance with SFAS No. 48 and of
allowances for doubtful accounts based on significant historical
experience. Revenue from service sales is recognized when the service
procedures have been completed or applicable milestones have been
achieved. Revenue from research and development contracts is recognized
over applicable contractual periods or as defined milestones are attained,
as specified by each contract and as costs related to the contracts are
incurred.

- FOREIGN CURRENCY TRANSLATION. The financial position and results of
operations of our foreign subsidiaries are measured using local currency
as the functional currency. Assets and liabilities of each foreign
subsidiary are translated at the rate of exchange in effect at the end of
the period. Revenues and expenses are translated at the average exchange
rate for the period. Foreign currency translation gains and losses not
impacting cash flows are credited to or charged against other
comprehensive income (loss). Foreign currency translation gains and losses
arising from cash transactions are credited to or charged against current
earnings.

- DRUG LICENSES AND RELATED COSTS. Drug licenses and related costs incurred
in connection with acquiring licenses, patents and other proprietary
rights related to our commercially developed products are capitalized.
Capitalized drug licenses and related costs are being amortized on a
straight-line basis over fifteen years from the dates of acquisition.
Carrying values of such assets are reviewed quarterly and are adjusted for
any diminution in value.

NEW ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. The new standard,
which was adopted on January 1, 2001, requires that all companies record
derivatives on the balance sheet as assets or liabilities, measured at fair
value. Gains or losses resulting from changes in the values of those derivatives
are accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting. The adoption of this standard on January 1, 2001
had no impact on our financial position or results of operations.

In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
BUSINESS COMBINATIONS, and SFAS No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS.
SFAS No. 141 supersedes APB No. 16, BUSINESS COMBINATIONS, and SFAS No. 38,
ACCOUNTING FOR PREACQUISITION CONTINGENCIES OF PURCHASED ENTERPRISES and
requires that all business combinations be accounted for by a single method--the
purchase method. SFAS No. 141 also provides guidance on the recognition of
intangible assets identified in a business combination and requires enhanced
financial statement disclosures. SFAS No. 142 adopts a more aggregate view of
goodwill and bases the accounting for goodwill on the units of the combined
entity into which an acquired entity is integrated. In addition, SFAS No. 142
concludes that goodwill and intangible assets that have indefinite useful lives
will not be amortized but rather will be tested at least annually for
impairment. Intangible assets that have finite lives will continue to be
amortized over their useful lives. SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001. The adoption of SFAS No. 142 is
required for fiscal years beginning after December 15, 2001 (the year 2002 for
us), except for the nonamortization and amortization provisions which are
required for goodwill and intangible assets acquired after June 30, 2001. We
believe that the adoption of SFAS No. 141 and SFAS No. 142 will not have a
material impact on our financial position or results of operations.

In October 2001, the Financial Accounting Standards Board issued SFAS
No. 144 ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. SFAS
No. 144 supersedes previous guidelines for financial accounting and reporting
for the impairment or disposal of long-lived assets and for segments of a
business to be disposed of. We believe that the adoption of SFAS No. 144 will
not have a material impact on our financial position or results of operations.

BUSINESS

OVERVIEW

We are a specialty pharmaceutical company focused on advanced drug delivery
technologies and pharmaceutical products. We have U.S. and international patent
and other proprietary rights to technologies that enhance or facilitate the
absorption of drugs across membranes of the skin, mouth, nose, vagina and eye.
We are developing products incorporating these technologies and seek to form
strategic alliances with major pharmaceutical and biotechnology companies to
facilitate the development and commercialization of our products. We currently
have strategic alliances regarding our drug delivery technologies with Pfizer
Inc and Auxilium Pharmaceuticals, Inc. and are in preliminary discussions with a
number of other pharmaceutical companies to form additional alliances.

We have a significant commercial presence in Spain, where we manufacture and
market more than 100 pharmaceutical products, representing various dosage
strengths and product formulations of more than 30 chemical entities. Our
product line consists of generic and branded products within four primary
therapeutic areas: cardiovascular, gastrointestinal, infectious and neurological
diseases. Additionally, we have a strategic alliance with Teva Pharmaceutical
Industries Ltd. granting us the right to register and market in Spain more than
75 of Teva's pharmaceutical products through our sales force of approximately
150 full-time personnel located in major cities throughout Spain.

INDUSTRY OVERVIEW

DRUG DELIVERY INDUSTRY

Drug delivery companies develop technologies to improve the administration
of therapeutic compounds. These technologies are designed to enhance safety,
efficacy, ease-of-use and patient compliance with prescribed therapy. Drug
delivery technologies provide opportunities for pharmaceutical and biotechnology
companies to extend their drug franchises as well as develop new and innovative
products. The worldwide market for drug delivery systems was estimated to be
$35 billion in 2000 and is projected to increase to $75 billion by 2005.

The vast majority of the drugs currently on the market are taken orally or
are administered by injection. Oral drug delivery methods, while simple to use,
typically subject drugs to first-pass metabolism in the body, which results in
drug degradation in the stomach and further neutralization in the liver before
reaching the bloodstream. In order to achieve efficacy, higher drug dosages are
often used, with increased risks of side effects. The injection of
pharmaceuticals, while avoiding first-pass metabolism in the body, also has
major limitations, including pain, which can lead to decreased patient
acceptance and compliance with prescribed therapy. A decline in patient
compliance can increase the risk of medical complications and lead to higher
healthcare costs. Also, the costs of injectable drugs typically are higher as a
result of the additional costs associated with medical personnel to administer
the injections and the costs associated with the purchase and disposal of
syringes.

Pharmaceutical and biotechnology companies look to drug delivery
enhancements as a way of gaining a competitive advantage. Alternative drug
delivery technologies, which avoid first-pass metabolism and are less invasive,
are often sought by pharmaceutical and biotechnology companies to extend the
period of market exclusivity for a branded drug and thus postpone competition
from generic drugs. In order to maintain the competitiveness of their
proprietary drug candidates, large pharmaceutical companies seek delivery
enhancements that will increase safety and efficacy, reduce side effects and
make administration more convenient. Further, drug delivery companies can apply
their technologies to off-patent products to formulate their own proprietary
products, which they often commercialize by seeking marketing collaborations
with larger pharmaceutical companies that have greater capabilities and
resources.

Developing safer and more efficacious ways of delivering existing drugs
generally is less risky than attempting to discover new drugs, because of the
lower product development cost. On average, it takes 15 years for an
experimental new drug to progress from the laboratory to commercialization in
the U.S., with an average cost of approximately $500 million. Typically, only
one in 5,000 compounds entering preclinical testing advances into human testing
and only one in five tested in humans is approved. By contrast, drug delivery
companies typically target drugs that already have been approved, have a track
record of safety and efficacy and have established markets for which there is a
proven medical need. Consequently, clinical trials related to drug delivery
technologies applied to previously-approved pharmaceuticals need only show that
carrier technologies deliver the drug without harming the patient or changing
the clinical attributes of the drug.

MARKET OVERVIEW OF EUROPE AND SPAIN

The European Union, with an increasingly affluent population of
approximately 375 million people, represents the second largest pharmaceutical
market in the world with approximately $75 billion in pharmaceutical sales in
2000, according to IMS Health. Healthcare expenditures in Western Europe, as in
the U.S., are growing at a rate faster than the overall economy and drug
expenditures as a percentage of total gross domestic product are lower than the
2.3% in the U.S., according to IMS Health.

With Spain's entry into the European Union in 1986, the Spanish
pharmaceutical market has been evolving steadily into a market that is
increasingly similar to those of other countries in Western Europe and the U.S.
With a population of approximately 40 million, Spain was ranked in 1999 as the
seventh largest pharmaceutical market in the world. Pharmaceutical sales in
Spain reached approximately $6.6 billion in 1999 and are expected to grow to
more than $10 billion by 2005, according to IMS Health.

Over the last decade, there has been significant evolution of patent and
similar protections of pharmaceutical products in Spain. Prior to 1992,
manufacturing processes for active pharmaceutical ingredients could be patented,
but active pharmaceutical ingredients could not be patented as products.
Commencing in late 1992, active ingredients may be patented with protection
running for 20 years from the date of application. This was followed by
legislation in December 1996 that created a legal class of generic
pharmaceuticals. Generic products are required to be therapeutically equivalent,
have a similar composition to that of the original branded product and
demonstrate their safety and efficacy. Safety and efficacy is presumed if the
original reference product has been commercialized in Spain for 10 years.
Generic products also must comply with product labeling requirements and be
priced at a discount, typically 20-30%, to the price of the original branded
product.

Although comprising less than three percent of the Spanish pharmaceutical
market, generic pharmaceuticals are expected to significantly increase their
market penetration due to increases in drug usage driven by an aging population
and opportunities to launch new generic products as patents expire for
blockbuster drugs. Several initiatives are underway by the Spanish government,
including education, financial incentives to prescribing physicians and public
campaigns to stimulate the use of generic pharmaceuticals in response to the
rise in healthcare costs.

OUR STRATEGY

Our primary objective is to be a leading specialty pharmaceutical company
focused on advanced drug delivery and formulation technologies to improve the
effectiveness of new and existing pharmaceuticals, while expanding our generic
and branded operations in Spain and Europe. Our strategy to accomplish this
objective includes the following:

FOCUS ON MARKETING AND COMMERCIALIZING OUR CPE-215 PERMEATION ENHANCEMENT
PLATFORM TECHNOLOGY

Our CPE-215 technology enhances the absorption of drugs across membranes of
the skin, mouth, nose, vagina and eye. Our CPE-215 technology can be
incorporated into a wide variety of pharmaceutical formats and products,
including those formulated as creams, ointments, gels, solutions, lotions,
sprays or patches. CPE-215 has a record of safety in humans as a food additive
and fragrance. In addition, preclinical testing to date on CPE-215 as a drug
delivery enhancement has further indicated its safety. We believe that this past
experience with CPE-215 may result in reduced preclinical development time
relating to its use in new formulations of previously approved compounds. We
market our CPE-215 technology to major pharmaceutical and biotechnology
companies whose products we believe would benefit from its permeation
enhancement properties.

These benefits include:

- improving efficacy relative to oral administration, which subjects the
drug to first-pass metabolism;

- extending the period of market exclusivity for a branded compound based on
the grant of a patent that incorporates new drug delivery methods;

- allowing branded and generic drug companies to differentiate their
products from those of competitors;

- improving utilization of costly and/or scarce drugs and active
ingredients;

- expanding the market to patients less suitable for injection, especially
children and the elderly; and

- improving patient convenience and compliance, and lowering costs relative
to a doctor's office visit for an injection.

We currently have a research licensing agreement with Pfizer and a
royalty-based license agreement with Auxilium and are in preliminary discussions
with other pharmaceutical companies to commercialize our technologies across a
wide range of pharmaceutical applications.

DEVELOP PROPRIETARY PRODUCTS BASED ON OUR TECHNOLOGIES

We apply our drug delivery and oral drug formulation technologies to improve
the performance of existing pharmaceutical products with respect to their method
of delivery and effectiveness. We also may be able to reduce manufacturing costs
for certain products as a result of our proprietary manufacturing process, which
permits improved purity, stability and production yields.

In addition to marketing our CPE-215 technology to pharmaceutical companies
for application with their branded or generic products, we selectively apply
this technology to our own development of certain products. We target compounds
with established market demand or that face limited market acceptance as a
result of inferior drug delivery methods. As an illustration of this strategy,
we currently are completing Phase I/II clinical trials for the treatment of nail
fungus infections and currently are engaged in preliminary negotiations with
several pharmaceutical companies to continue the development of and to
commercialize the product.

Also, as part of this strategy, we have developed and filed a patent for
improved oral dosage forms of acetaminophen, and improved manufacturing of
omeprazole and lansoprazole. In the case of acetaminophen, we believe that we
have developed dosages that result in increased solubility in water for
administration to patients who have difficulty swallowing pills, faster relief
of pain and inflammation and better taste. With respect to omeprazole and
lansoprazole, we believe that we have created an improved method of manufacture,
requiring less time and producing higher purity amid better stability.

Once we have brought our internally developed products to an advanced stage
of development, we intend to develop collaborative relationships that leverage
the clinical development and marketing and sales capabilities of our strategic
partners. We believe that this will allow us to license our products on terms
that are more favorable than those that would be possible earlier in the
development cycle. In Spain we may directly market these new products through
our existing sales force. We also seek to manufacture and supply our
pharmaceutical partners with the products they have licensed from us.

INCREASE OUR PRODUCT SALES THROUGH TARGETED PROMOTION AND EXPANSION OF OUR
PRODUCT PORTFOLIO

We plan to expand our portfolio of products in Spain through the acquisition
of currently marketed and late stage pharmaceutical products, as well as through
strategic alliances with other pharmaceutical and biotechnology companies. We
intend to directly promote and sell these products in Spain through our own
sales force of approximately 150 full-time personnel located in major cities
throughout Spain.

We focus on obtaining the rights to pharmaceutical products that are less
actively promoted by larger pharmaceutical companies or are in a late stage of
development and have good potential for acceptance in our markets. We believe
that we have expertise in assessing potential market opportunities related to
particular pharmaceuticals and in negotiating and acquiring from pharmaceutical
companies the rights to market pharmaceuticals in Spain and other countries.
Products that already are selling in the U.S. or other major markets demonstrate
commercial viability and typically encounter fewer barriers to regulatory
approval for introduction into other countries. The acquisition and subsequent
manufacture of these products will permit our Spanish operations to more fully
utilize our existing manufacturing capacity and allow us to further leverage our
sales force by giving them more products to sell. We believe that we have
developed particular expertise in marketing pharmaceutical products to
physicians and pharmacies in Spain.

In July 2000, we entered into a strategic alliance with Teva, a world leader
in generic pharmaceutical products, pursuant to which we were granted a
royalty-free non-exclusive license to register and sell more than 75 finished
pharmaceutical products representing more than 25 different chemical entities.
Under this license agreement, we will register each product with Spain's
Ministry of Health.

PRODUCTS IN DEVELOPMENT

The following are products that we are currently developing. Before they are
commercialized, they must be approved by regulatory authorities, such as the FDA
or Spanish Ministry of Health, in each jurisdiction where they will be marketed
or sold.

PRODUCT CANDIDATE TECHNOLOGY USED TO TREAT STATUS
----------------- ---------- ------------- ------

Topical testosterone gel CPE-215 Hypogonadism New Drug
Application

Improved acetaminophen Solubility Enhancement Pain relief Bioequivalence

Antifungal nail lacquer CPE-215 Onychomycosis Phase I/II

Androgenic steroid therapy CPE-215 Chronic Fatigue Syndrome; Pilot study
Fibromyalgia

Intranasal insulin CPE-215 Diabetes Preclinical

Intranasal pain management CPE-215 Pain relief Preclinical

Topical hormonal therapy CPE-215 Osteoporosis; Preclinical
Erectile Dysfunction

TOPICAL TESTOSTERONE GEL

Testosterone replacement therapy is used to treat men whose bodies produce
insufficient amounts of testosterone (Hypogonadism), which can be a natural
result of aging. Symptoms associated with low testosterone levels in men include
depression, decreased libido, erectile dysfunction, muscular atrophy, loss of
energy, mood alterations, increased body fat and reduced bone density. Currently
marketed hormone replacement therapies involve delivery of hormones by
injections, through transdermal patches and by gels. Injection therapy has major
limitations, including pain, which can lead to decreased patient acceptance and
compliance with prescribed therapy. Although patches have been able to alleviate
many of the gastrointestinal side effects associated with oral delivery of
hormones, patches, even in their smallest form, are often conspicuous and
typically result in skin irritation or inaccurate dosing should the patch fall
off. The transdermal delivery of hormones through gels, creams and lotions
provides commercially attractive and efficacious alternatives to current methods
of delivery. As more baby-boomers enter middle age and more attention is focused
on male hormonal deficiencies, the worldwide testosterone replacement market is
expected to reach $1 billion by 2005.

In May 2000, we entered into a research services agreement with Auxilium to
develop and test various pharmaceutical compositions of topical testosterone
using our CPE-215 technology. A license of our technology to Auxilium became
effective in September 2000. Phase III clinical trials performed by Auxilium for
approval in the U.S. have been completed and a New Drug Application has been
submitted to the FDA. Under the license, we granted to Auxilium a sole and
exclusive, royalty-based license worldwide to develop, market and sell a topical
testosterone product using our CPE-215 technology.

IMPROVED ACETAMINOPHEN

We have developed and patented improved oral formulations of acetaminophen,
the active ingredient in such products as McNeil Consumer Healthcare's
Tylenol(R) line of products commonly used for controlling pain, fever and
inflammation. Our improved oral formulations of acetaminophen make it highly
dispersible, rapidly soluble in water, better tasting and faster in reaching
peak blood levels. These characteristics give our oral formulations superior
properties over other currently marketed products, which do not dissolve easily
in water and may cause bitter taste and flatulence.

These improvements are particularly useful for treating children, the elderly,
and those who have difficulty swallowing pills. Clinical studies in Europe
documenting the product's improved dissolution and absorption were completed in
2001. We currently are conducting bioequivalency studies, which compare the rate
and extent of absorption and levels of concentration in the blood stream of our
improved oral formulations needed to produce a therapeutic effect, with other
formulations of acetaminophen that previously have been approved by the FDA. We
also are in preliminary discussions with potential collaborators in Europe, Asia
and the United States to license and market this product.

ANTIFUNGAL NAIL LACQUER

We have developed a new topical nail lacquer for treating fingernail and
toenail fungal infections (Onychomycosis). We believe that our product is an
improvement over oral therapies, which can cause liver damage, and other topical
treatments that typically have low levels of efficacy. We currently are
conducting Phase I/II clinical trials for the treatment of nail fungal
infections in the hands and feet at the University of Alabama at Birmingham.
According to the National Onychomycosis Society, nail fungus affects almost
30 million people, primarily between the ages of 40 and 65. Patients electing to
take oral therapy must undergo blood monitoring during the course of treatment
to monitor for liver damage. The cost of oral therapy is in excess of $500 for a
twelve-week treatment regimen, not including physician costs or other periodic
monitoring costs.

ANDROGENIC STEROID THERAPY

We are developing a topical therapy utilizing androgenic steroids, which may
incorporate our CPE-215 technology, for the treatment of Chronic Fatigue
Syndrome and Fibromyalgia. The manifestations of Chronic Fatigue Syndrome are
continuous exhaustion, muscle pain, cognitive disorientation and various other
physical or psychological symptoms. Chronic Fatigue Syndrome has not received a
high degree of publicity since it is often improperly diagnosed and lacks proven
therapies. Chronic Fatigue Syndrome is recognized by the National Institutes of
Health, the FDA and the Social Security Administration as a serious, disabling
affliction. A study by DePaul University estimates that as many as 800,000
people in the U.S. suffer from this condition and that it is approximately three
times more common in women than in men.

According to the National Census Bureau and Dartmouth Medical School,
Fibromyalgia afflicts six to eight million people. Fibromyalgia primarily
affects women between the ages of 40 and 60 with symptoms of muscle pain,
fatigue, chronic headache and sleeplessness and has been estimated to strike as
many as five percent of peri/postmenopausal women. A preliminary study conducted
by Dartmouth scientists indicates that Fibromyalgia patients demonstrated
improved muscle function, higher energy levels and restorative sleep in response
to androgenic steroid therapy. We have licensed from Dartmouth College their
exclusive U.S. patent rights covering the novel use of androgenic steroid
therapy for treating Chronic Fatigue Syndrome and Fibromyalgia. In 2001, a pilot
study of this therapy was initiated in female volunteers at the Dartmouth
Medical Center.

INTRANASAL INSULIN

We are developing intranasal formulations of insulin to treat patients
suffering from Type I and Type II diabetes. Based on preclinical studies at
various universities, we believe our intranasal insulin formulation can achieve
higher levels of bioavailability compared to other drug delivery systems
currently being developed and of which we are aware. Our product is designed to
deliver insulin through a small, discreet metered nasal spray that can be
carried in a patient's pocket. We currently are in preclinical development in
collaboration with an independent clinical research organization and the
University of New Hampshire in preparation for a pilot study.

Diabetes is a metabolic disorder affecting approximately 100 million people
worldwide that is projected to affect more than 300 million people worldwide in
the next 25 years. The market for insulin treatment of diabetes in the United
States is estimated at $1.25 billion annually and Frost & Sullivan estimates
that the worldwide market is estimated at $3 billion. Diabetic patients who must
endure frequent injections prefer less invasive methods of administering their
medications. Alternative and more desirable methods of delivery would not only
improve their quality of life but also would contribute to patient compliance
with prescribed therapy.

INTRANASAL PAIN MANAGEMENT

Many people suffer from chronic moderate to severe pain that is related to
cancer, back problems and orthopedic injury. These people also may experience
intermittent flares of pain that can occur even though a person is taking
analgesic medications on a fixed schedule for pain control. A severe flare of
pain is called breakthrough pain because the pain breaks through the regular
pain medication. About one-half to two-thirds of patients with chronic
cancer-related pain also experience episodes of breakthrough cancer pain.
Generally, breakthrough pain occurs without prior onset symptoms and may last
anywhere from seconds to minutes or hours. The U.S. prescription market for the
treatment of moderate to severe pain, including breakthrough pain, is
approximately $2 billion annually.

We are developing an intranasal pain product using our CPE-215 technology
with a chemical agent that is widely used for the relief of acute and chronic
moderate to severe pain and that commonly is prescribed for pain associated with
cancer. Orally delivered pain products may not provide rapid relief and
typically demonstrate considerable patient-to-patient variability in absorption.
Injectable formulations of pain products provide rapid and effective pain
relief, but administration often requires professional assistance or
hospitalization. Our intranasal pain product is in preclinical development for
the treatment of chronic pain and acute episodes of chronic pain. We believe our
intranasal pain product would provide significant medical benefits over oral and
injectable formulations as it combines patient convenience and ease of use with
the rapid onset of pain relief and the same potency as injectable delivery
routes.

We have signed a research agreement with Auxilium pursuant to which we will
develop and test the intranasal delivery of a pain management chemical agent
using our CPE-215 technology. As part of our strategic alliance with Auxilium,
upon Auxilium's acceptance of our preclinical studies, we will grant to them a
worldwide license to develop, market and sell the products using our CPE-215
technology.

TOPICAL HORMONAL THERAPY

Osteoporosis is a disease characterized by low bone mass and structural
deterioration of bone tissue, leading to bone fragility and increased
susceptibility to fractures of the hip, spine and wrist. According to the
National Osteoporosis Foundation, two million American men have Osteoporosis,
and another three million are at risk for this disease. We believe that our
topical hormonal therapies, incorporating our CPE-215 technology, have the
potential to effectively treat Osteoporosis in men, without the gastrointestinal
side effects of the leading oral treatments.

Erectile Dysfunction is defined as the inability to achieve and/or maintain
an erection adequate for satisfactory sexual function. Approximately 30 million
men in the U.S. and 150 million men worldwide suffer from Erectile Dysfunction.
The condition is correlated with increasing age, cardiovascular disease,
hypertension, diabetes, hyperlipidemia and smoking. The leading treatments
include oral preparations, which have been associated with a slow onset of
action and drug interactions, as well as injections, which can cause pain when
administered. We believe that our topical hormonal therapies, incorporating our
CPE-215 technology, have the potential to effectively treat Erectile
Dysfunction, without the side effects of the leading treatments.

Our topical hormonal therapy incorporates the use of metabolic steroids that
regulate most of the hormonal action in adult males. Hormone replacement
therapies using these metabolic steroids, including testosterone and
dihydrotestosterone, may have significant benefits in treating a number of
medical afflictions in men, including Osteoporosis and sexual dysfunction. We
have signed a research agreement with Auxilium pursuant to which we will provide
various topical formulations of the hormones incorporating our CPE-215
technology. Auxilium is evaluating our formulations and plans to perform
appropriate preclinical studies. As part of our strategic alliance with
Auxilium, upon Auxilium's acceptance of preclinical studies, we will grant to
them a worldwide license to develop, market and sell topical hormonal therapies
containing our CPE-215 technology to treat Osteoporosis in men and Erectile
Dysfunction.

STRATEGIC PARTNERS

PFIZER

In October 2001, we entered into a research collaboration with Pfizer in
which we were granted a non-exclusive worldwide royalty-free license to use
Pfizer's compounds and technology to assess the performance of our CPE-215
technology with Pfizer's compounds. As part of the agreement, we granted to
Pfizer the non-exclusive right to test the ability of our CPE-215 technology to
enhance delivery of certain compounds proprietary to Pfizer. Pfizer is providing
the funding necessary to conduct these studies using our CPE-215 technology and
has agreed to provide additional funding for costs of further studies that are
approved by a joint working committee consisting of designees of Pfizer and us.
Pfizer has agreed to inform us if, following completion of the research, it is
interested in further development of the formulations. The term of the agreement
is the greater of one year or until work under the agreement has been completed.
Pfizer would have to enter into a separate license agreement with us with
respect to the manufacture, use, sale, offer for sale and import of the products
using our CPE-215 technology before it could begin to distribute, market and
sell these products.

AUXILIUM

In May 2000, we entered into a research agreement with Auxilium to develop
and test the application of our CPE-215 technology with respect to the
transdermal delivery of testosterone. Auxilium is an emerging therapeutic
pharmaceutical company focused on diseases related to aging. In September 2000,
a license to Auxilium of our CPE-215 technology became effective for a topical
testosterone product. Phase III clinical trials performed by Auxilium for
approval in the U.S. have been completed and a New Drug Application has been
submitted to the FDA. In May 2001 we entered into research agreements with
Auxilium to develop and test our CPE-215 technology with respect to delivery of
a pain management compound and a topical hormonal therapy. Preclinical studies
currently are underway regarding the application of our CPE-215 technology to a
topical hormone therapy.

As part of our collaboration with Auxilium, we also entered into a perpetual
license agreement whereby we granted to Auxilium an exclusive royalty-based
worldwide license, to develop, market and sell topical testosterone gel
containing our CPE-215 technology. This license also provides us with an
opportunity to fulfill Auxilium's manufacturing requirements for the sale of the
products in the European market. Under the license agreement we would receive
payments based upon Auxilium's completion of certain milestones in an aggregate
of $550,000 plus royalties based on net sales. Upon successful completion of
preclinical studies for the intranasal pain management and topical hormone
products, similar licenses would become effective.

TEVA

In July 2000, we entered into a strategic alliance with Teva, a world leader
in generic pharmaceutical products, in which we were granted a royalty-free
non-exclusive license to register and

market more than 75 finished pharmaceutical products representing more than 25
different chemical entities. We are obligated under this license agreement to
submit a registration file for each product to the relevant regulatory
authorities in Spain in order to receive marketing authorizations in our name
for that product. The marketing authorizations provide us with the requisite
approvals, licenses and permits from the regulatory authorities to import,
distribute, market and sell the products in Spain. In connection with this
strategic alliance, Teva also entered into a supply agreement with us pursuant
to which it would manufacture the products and supply them to us for marketing
and sale in Spain. Our obligation to purchase the products from Teva is
non-exclusive, allowing us to purchase any of the products from sources other
than Teva if we can show that Teva's prices for the products exceed the current
price from other qualified sources and if Teva has not exercised its right to
match the lower price. The license agreement and the supply agreement have five
year terms and both are renewed automatically for one-year terms for each
product.

We have submitted registration applications for 8 Teva products, none of
which applications have been approved as of this date. Under a rights agreement
entered into with Teva in July 2000, we granted Teva a right of first refusal to
purchase Laboratorios Davur in the event that we decide to sell Laboratorios
Davur or Laboratorios Belmac. We also granted Teva the right to bid for
Laboratorios Belmac in the event we intend to sell Laboratorios Belmac.

OUR PROPRIETARY DRUG TECHNOLOGIES

We believe that there are numerous opportunities to enter into additional
collaborations with pharmaceutical and biotechnology companies and expand our
product lines using our proprietary drug technologies.

CPE-215 PERMEATION ENHANCEMENT PLATFORM TECHNOLOGY

Our permeation enhancement technology consists of a series of related
chemical compounds that enhance the absorption of a wide variety of products
across various biological membranes. Our primary compound and the foundation for
our drug delivery platform technology is CPE-215 (cyclopentadecanolide).
CPE-215, when combined with certain drugs, has been shown to significantly
enhance the amount and rate of absorption of those drugs through various
biological membranes. By controlling the amount of CPE-215 that is combined with
certain drugs, we have the ability to affect the quantity and rate at which the
drug is absorbed through biological membranes. We believe that our CPE-215
technology is superior to certain other non-injection and non-oral drug delivery
systems based on the following characteristics:

- broad applicability--works with a wide range of pharmaceutical compounds,
including water and oil soluble and insoluble compounds as well as high
and low molecular weight compounds, including peptides and proteins;

- format independence--can be formulated into creams, ointments, gels,
solutions, lotions and patches;

- biological membrane independence--works across the biological membranes of
the skin, mouth, nose and eye; and

- well tolerated--no reported cases of irritation or toxicity.

CPE-215 has a long history of safe use in humans as a food additive and
fragrance. In addition, our preclinical testing to date on CPE-215 as a drug
delivery enhancement has further indicated its safety. We believe that this past
experience with CPE-215 may result in reduced preclinical development activities
required for new product formulations of previously approved pharmaceutical
compounds.

SOLUBILITY ENHANCEMENT TECHNOLOGY

Our solubility enhancement technology involves patent pending chemical and
manufacturing procedures that enhance solubility without changing the compound's
therapeutic properties. Although this technology can be applied to other
chemical entities, to date we have incorporated this technology only in
acetaminophen compounds, which are known to have problems of insolubility and
undesirable taste. Based upon clinical studies completed in the year 2001, we
believe that our technology enables us to develop and deliver dosages of
acetaminophen that make it highly dispersible, rapidly soluble in water, better
tasting and faster in reaching peak blood levels to deliver pain relief. The use
of our technology to increase solubility lessens undesirable side effects, such
as flatulence and the bitter taste of pills, which commonly are associated with
acetaminophen and many other oral medications.

IMPROVED ORAL FORMULATION TECHNOLOGIES

Our oral formulation technologies involve the application of a new vacuum
dry and desiccation manufacturing process as well as specialized equipment, each
of which plays a role in producing pharmaceutical products that are more stable
and pure, while reducing manufacturing time and costs. We have developed this
technology to create new methods for manufacturing products such as omeprazole,
lansoprazole and other similar products that are stability sensitive to humidity
and temperature. We filed four new patents in 2000 and 2001 relating to these
processes and equipment. The patents claim as innovative the manufacturing
process that renders these products more stable, while protecting active
substances from gastric degradation utilizing microgranulation and
microencapsulation techniques. These patent pending technologies can contribute
to our ability to compete against other companies whose manufacturing processes
are more costly and time consuming.

HYDROGEL TECHNOLOGY

Our hydrogel technology involves a patented synthetic material, which
produces a water soluble drug release system capable of being formulated for
immediate onset or sustained release over a 24 hour period. The hydrogel
technology is capable of adhering to the mucous membranes of the vagina for
extended periods of time without typical discharge, improving the treatment of
conditions such as yeast and fungal infections or conditions requiring
moisturizers or antibiotics. We seek to license this technology to other
pharmaceutical companies for co-development and marketing of potential
applications of this technology.

PRODUCT SALES AND MARKETING IN SPAIN

In Europe, primarily Spain, we manufacture and market more than 100
pharmaceutical products, representing various dosage strengths and product
formulations of more than 30 chemical entities. Our product lines consist of
generic and branded products within four primary therapeutic categories:
cardiovascular, gastrointestinal, infectious and neurological diseases. Our
generic and branded products are marketed to physicians and pharmacists by our
two separate sales and marketing organizations, Laboratorios Davur and
Laboratorios Belmac. To a lesser extent, we also market over-the-counter
products through Laboratorios Belmac. There are approximately 90,000 physicians
and 20,000 pharmacies in Spain. Revenues from products whose active ingredient
is omeprazole accounted for approximately 56% of our net sales in 2001.

We continuously review and modify our product portfolio. We add to our
portfolio to respond to increasing market demand for generic and branded
products in Spain and we divest from our portfolio products that we consider to
be redundant or that have become non-strategic. We export a small portion of the
pharmaceuticals manufactured by Laboratorios Belmac outside Spain through local
distributors and brokers, particularly in Eastern Europe, Northern Africa,
Central and South America.

GENERIC PHARMACEUTICALS

Our generic product line consists of 39 pharmaceutical products representing
various dosage strengths and product formulations of ten chemical entities. We
entered the generic pharmaceutical market in Spain in September 2000.
Laboratorios Davur, our generic sales and marketing organization, markets
generic pharmaceutical products to physicians and pharmacists through a sales
force of approximately 60 full-time sales personnel located in major cities
throughout Spain. In 2001, generic pharmaceuticals accounted for approximately
30% of our total product sales. We also supplement our sales and marketing
efforts for generic products through advertising in trade publications.

We believe we can grow by providing to our generic products sales force a
more extensive line of products to market to physician and pharmacy clients. To
strengthen our entry into the generic market, in July 2000, we entered into a
strategic alliance with Teva, one of the world's leaders in generic
pharmaceuticals. Under this alliance, we have licensed from Teva the right to
register and market in Spain more than 75 of Teva's pharmaceutical products,
representing more than 25 different chemical entities. Pursuant to the
arrangement, Teva will supply the pharmaceutical products to us and we will
register and, upon regulatory approval, market the products in Spain.

The following are descriptions of our generic products that contribute
significantly to our sales and gross profits:

OUR GENERIC
PRODUCT NAME ACTIVE INGREDIENT SOLD BY OTHERS AS USED TO TREAT
--------------------- --------------------- --------------------- ---------------------

Amoxicilina Davur amoxicillin Amoxil(R) infections
trihydrate (GlaxoSmithKline)

Ciprofloxacino Davur ciprofloxacin Cipro(R) microbial infections,
hydrochloride (Bayer) including anthrax

Enalapril Davur enalapril maleate Vasotec(R) cardiovascular
(Merck) disease
and hypertension

Fluoxetina Davur fluoxetine Prozac(R) depression
hydrochloride (Eli Lilly)

Omeprazol Davur omeprazole Prilosec(R) gastroesophageal
(AstraZeneca) reflux
disease

Simvastatina Davur simvastatin Zocor(R) high cholesterol
(Merck)

BRANDED PHARMACEUTICALS

Our branded product line consists of 62 pharmaceutical products representing
various dosage strengths and product formulations of 22 chemical entities. Sales
of branded pharmaceuticals accounted for 77% of our product sales in 2000 and
47% in 2001. We market our branded and, to a lesser extent, certain of our
generic and over-the-counter products through our Laboratorios Belmac
subsidiary, which has approximately 90 full-time sales personnel located in
major cities throughout Spain. We supplement our sales and marketing efforts for
branded products through advertising in trade publications.

The following are descriptions of the branded products that contribute
significantly to our sales and gross profits:

OUR BRANDED
PRODUCT NAME ACTIVE INGREDIENT SOLD BY OTHERS AS USED TO TREAT
--------------------- --------------------- --------------------- ---------------------

Amoxicilina Belmac(R) amoxicillin Amoxil(R) infections
trihydrate (GlaxoSmithKline)

Belmazol(R) omeprazole Prilosec(R) gastroesophageal
(AstraZeneca) reflux
disease

Cimascal D Forte(R) calcium carbonate and Calcite-D(R) osteoporosis
vitamin D3 (Riva)

Codeisan(R) codeine Tricodein(R) cough and bronchitis
(Solco)

Simvacol(R) simvastatin Zocor(R) high cholesterol
(Merck)

Enalapril Belmac(R) enalapril maleate Vasotec(R) cardiovascular
(Merck) disease
and hypertension

Mio Relax(R) carisoprodol Soma(R) muscle spasms
(MedPointe)

Pentoxifilina(R) pentoxifylline Trental(R) peripheral vascular
(Aventis) ischemia

Senioral-TM- oxymetazoline and Denoral(R) cold and sinus
chlorpheniramine (Aventis) congestion

INTELLECTUAL PROPERTY

We actively seek to protect our products and proprietary information by
means of U.S. and foreign patents, trademarks and contractual arrangements. Our
success will depend in part on our ability to obtain and enforce patents on our
products, processes and technologies to preserve our trade secrets and other
proprietary information and to avoid infringing on the patents or proprietary
rights of others. Our CPE-215 technology is covered by our U.S. patent and 11
foreign patents, including those in Japan, Korea and most major European
countries. We also have three U.S. and four foreign patents pending regarding
our CPE-215 technology. The patents for our CPE-215 technology expire in the
U.S. in 2008 and in foreign countries between 2006 and 2014. We have one
international patent application and one foreign patent application pending
regarding our antifungal nail lacquer product. We also have two issued U.S.
patents regarding our hydrogel technology that expire in 2008. In addition, we
have one U.S. patent pending for an insulin composition. We licensed from
Dartmouth College the exclusive rights to a patent covering the novel use of
androgen therapy for treating Fibromyalgia and Chronic Fatigue Syndrome. In 2000
and 2001, we filed four new patents in Europe for improved oral formulations of
pharmaceutical products, including omeprazole and lansoprazole.

We own approximately 50 trademarks for pharmaceutical products in Spain. In
addition, we also rely on unpatented proprietary technologies in the development
and commercialization of our products. We also depend upon the unpatentable
skills, knowledge and experience of our scientific and technical personnel, as
well as those of our advisors, consultants and other contractors. To help
protect our proprietary know-how that is not patentable, and for inventions for
which patents may be difficult to enforce, we rely on trade secret protection
and confidentiality agreements to protect our interests. To this end, we require
employees, consultants and advisors to enter into agreements that prohibit the
disclosure of confidential information and, where applicable, require disclosure
and assignment to us of the ideas, developments, discoveries and inventions that
arise from their activities for us. Additionally, these confidentiality
agreements require that our employees, consultants and advisors do not bring to
us, or use without proper authorization, any third party's proprietary
technology.

RESEARCH AND DEVELOPMENT

Our research and product development efforts are focused on developing new
product applications of our drug delivery and drug formulation technologies. We
currently have ten scientists and technicians working on research and product
development. For the years ended December 31, 1999, 2000 and 2001, our research
and product development expenditures were $685,000, $1,102,000 and $2,084,000,
respectively.

MANUFACTURING

Our 64,000 square-foot manufacturing facility is located in Zaragoza, Spain.
Our manufacturing facility complies with European Good Manufacturing Practices
and is capable of producing tablets, capsules, suppositories, creams, ointments,
lotions, liquids and sachets, as well as microgranulated and microencapsulated
products. The facility also includes analytical chemistry, quality control,
quality assurance and formulation research laboratories.

Since we currently utilize less than 100% of our existing capacity to
manufacture our own products, we have engaged in contract manufacturing of
pharmaceuticals owned by other companies such as Antibioticos S.A., Laboratorios
Cantabria S.A., and Shire Iberica S.A. We believe contract manufacturing
provides a stable, recurring source of cash flow, a means of absorbing overhead
costs, and experience in manufacturing a broad line of formulations that is
advantageous to us in pursuing and integrating acquired products. Although the
volume of our contract manufacturing continues to increase, contract
manufacturing as a percentage of consolidated net sales declined from
approximately 50% in 1994 to approximately 18% in 2001. We attribute this
decline to the growth in sales of our own branded and generic pharmaceutical
products over the period. We expect that contract manufacturing activities as a
percentage of our overall sales will continue to decrease in the future.

We have fully integrated manufacturing support systems including quality
assurance, quality control, regulatory compliance and inventory control. These
support systems enable us to maintain high standards of quality for our products
and deliver reliable products and services to our customers on a timely basis.
We require a supply of quality raw materials and packaging materials to
manufacture and package drug products. Historically we have not had difficulty
obtaining raw materials and packaging materials from suppliers. Currently, we
rely on approximately 70 suppliers to deliver our required raw materials and
packaging materials. We have no reason to believe that we will be unable to
procure adequate supplies of raw materials and packaging materials on a timely
basis. Union Quimico Farmaceutica, S.A. is our sole supplier of omeprazole.
Revenues from products whose active ingredient is omeprazole accounted for
approximately 56% of our net sales in 2001. We believe that alternative sources
of omeprazole are available and we will obtain required governmental approval to
source from them, if necessary.

COMPETITION

All of our current and future products face strong competition both from new
and existing drugs and drug delivery technologies. This competition potentially
includes national and multi-national pharmaceutical and healthcare companies of
all sizes. Many of these other pharmaceutical and healthcare companies have far
greater financial resources, technical staffs, research and development, and
manufacturing and marketing capabilities. We believe that owning our own
development, manufacturing and marketing facilities in Spain allows us to
effectively compete with other pharmaceutical companies in this market. Our
access to these resources enables us to reduce costs otherwise associated with
contracting for the development, manufacture or marketing of our products by
other companies. These reduced costs allow us to sell our products at
competitive prices while maintaining attractive margins.

We compete with both large multinational companies and national Spanish
companies, which produce most of the same products that we manufacture. In
Spain, our principal competitors include companies such as Ratiopharm
International GmbH, Merck Sharp & Dohme de Espana, S.A. and Almirall Prodes
Farma.

CUSTOMERS

In Spain, our sales representatives from Laboratorios Belmac and
Laboratories Davur actively promote our products to physicians and retail
pharmacists. We sell our products directly to pharmaceutical distributors and
indirectly to customers who purchase our products from distributors. The
wholesale distributor network for pharmaceutical products in Europe and more
specifically in Spain, in recent years has been subject to increasing
consolidation, which has increased and we expect will continue to increase our,
and other industry participants', customer concentration.

In 2001 and 2000, Cofares was our only customer accounting for more than ten
percent of our consolidated net sales of approximately 15% and 14%,
respectively. In 1999, Cofares and Antibioticos Farma, each of whose purchases
accounted for approximately 13% of consolidated net sales, were the only
customers which accounted for more than ten percent of consolidated net sales.

REGULATION

Numerous governmental authorities in the U.S. and other countries
extensively regulate the activities of pharmaceutical manufacturers. If we fail
to comply with the applicable requirements of governmental authorities, we may
be subject to administrative or judicial sanctions such as warning letters,
fines, injunctions, product seizures or recalls, total or partial suspension of
production, or refusal by governmental authorities to approve pending marketing
approval applications or supplements to approved applications, as well as
criminal prosecution.

UNITED STATES

Prior to marketing a pharmaceutical product in the U.S., the product must be
approved by the FDA. For new compounds, the regulatory approval process begins
with preclinical laboratory and animal testing. Upon completion, an
Investigational New Drug Application is submitted to the FDA, which must become
effective before human clinical trials may be commenced. Sometimes, to minimize
costs, we have chosen to conduct pilot studies. The data they produce can permit
us to move directly into Phase II or III studies with the FDA.

Following completion of laboratory animal testing, human clinical trials
typically are conducted in three sequential phases that may overlap.

- Phase I--involves the initial introduction of the pharmaceutical into
healthy human volunteers, the emphasis is on testing for safety (adverse
effects), dosage tolerance, metabolism, excretion and clinical
pharmacology.

- Phase II--involves studies in a limited patient population to determine
the efficacy of the pharmaceutical for specific targeted indications, to
determine dosage tolerance and optimal dosage and to identify possible
adverse side effects and safety risks.

- Phase III--involves trials undertaken to evaluate clinical efficacy once a
compound is found to be effective and to have an acceptable safety profile
in Phase II evaluations, and to further test for safety within an expanded
patient population at multiple clinical study sites.

The FDA reviews both the clinical plans and the trial results and may
discontinue the trials at any time if there are significant safety issues. The
results of preclinical and clinical trials are submitted to the FDA in the form
of a New Drug Application for marketing approval. The approval process is
affected by a number of factors, including the severity of the disease, the
availability of alternative treatments and the risks and benefits demonstrated
in clinical trials. Additional animal studies or clinical trials may be
requested during the FDA review process and may delay marketing approval. After
FDA approval for the initial indications, further clinical trials would be
necessary to gain approval for the use of the product for any additional
indications. The FDA may also require post-marketing testing to monitor for
adverse effects, which can involve significant expense. Our products under
development and future products to be developed must go through the approval
process delineated above prior to gaining approval by the FDA for
commercialization.

FDA approval is required for the marketing of generic equivalents or new
dosage forms of an existing drug. An Abbreviated New Drug Application is
required to be submitted to the FDA for approval. When processing an ANDA, the
FDA waives the requirement of conducting complete clinical studies, although it
normally requires bioavailability and/or bioequivalence studies. Bioavailability
indicates the rate and extent of absorption and levels of concentration of a
drug product in the blood stream. Bioequivalence compares the bioavailability of
one drug product with another, and when established, indicates that the rate of
absorption and levels of concentration of a generic drug in the body closely
approximate those of the previously approved drug. An ANDA may be submitted for
a drug on the basis that it is the equivalent to a previously approved drug.

In addition to obtaining FDA approval for each product, each manufacturer of
drugs must be registered with the FDA. Domestic manufacturing establishments are
subject to biennial inspections by the FDA and must comply with current Good
Manufacturing Practices for drugs. To supply products for use in the U.S.,
foreign manufacturing establishments must comply with GMPs and are subject to
periodic inspection by the FDA or by regulatory authorities in such countries
under reciprocal agreements with the FDA.

SPAIN AND EUROPE

As a pharmaceutical manufacturer in Spain, which is a member of the European
Union, we are subject to the regulations enacted by the European Union. Prior to
Spain's entry into the European Union in 1986, the pharmaceutical regulations in
Spain were less stringent. Since that time, we, along with all Spanish
pharmaceutical companies, must obtain manufacturing, marketing and pricing
authorizations to commercialize pharmaceutical products in Spain. Pharmaceutical
manufacturers in Spain must obtain from the Spanish Ministry of Health a general
permit to operate a pharmaceutical business certifying that its facilities
comply with European Good Manufacturing Practices. For marketing authorization
of new products, the development process in Spain is comprised of three clinical
phases for branded drugs and bioequivalent studies for generic drugs as in the
U.S. to assure their safety and efficacy. A dossier must be prepared on each
pharmaceutical product and, upon approval of the product by the Spanish Ministry
of Health, it may be marketed in Spain. Finally, the Spanish Ministry of Health
sets maximum prices and reimbursement rates for our products.

TRENDS IN HEALTHCARE REGULATION

The cost of healthcare continues to be a subject of investigation and action
by governmental agencies, legislative bodies and private organizations. In the
United States, most states have enacted

generic substitution legislation requiring or permitting a dispensing pharmacist
to substitute a different manufacturer's version of a drug for the one
prescribed. Federal and state governments continue their efforts to reduce costs
of subsidized healthcare programs, including restrictions on amounts agencies
will reimburse for the use of products. Efforts to reduce healthcare costs are
also being made in the private sector. Healthcare providers have responded by
instituting various cost reduction and containment measures of their own. It is
not possible to predict the extent to which we or the healthcare industry in
general might be affected by these changes.

Continuing reviews of the utilization, safety and efficacy of healthcare
products and their components are being conducted by industry, government
agencies and others. These studies, which employ increasingly sophisticated
methods and techniques, can call into question the utilization, safety and
efficacy of previously marketed products and in some cases have resulted, and
may in the future result, in the discontinuance of such products and give rise
to claims for damages from persons who believe they have been injured as a
result of their use. We maintain product liability insurance for such potential
claims; however, no such claims have ever been asserted against us.

Many countries, directly or indirectly through reimbursement limitations,
control the selling price of certain healthcare products. In addition, the
prices for all prescription products in Spain are determined by the Spanish
Ministry of Health. In Western Europe, efforts are under way by the European
Union to harmonize technical standards for many products, including drugs, to
make more uniform the requirements for marketing approval from the various
regulatory agencies.

OTHER REGULATIONS

We believe that we comply with environmental laws that apply to us and we do
not anticipate that compliance will have a material effect on our financial
condition.

EMPLOYEES

We employ approximately 271 people, nine of whom are employed in the U.S.
and 262 in Spain, as of February 28, 2002. Approximately 75 of these employees
principally are engaged in manufacturing activities, 153 in sales and marketing,
ten in product development and 33 in management and administration. In general,
we consider our relations with our employees to be good.

FACILITIES

We lease a 3,200 square foot facility in North Hampton, New Hampshire, which
houses our corporate headquarters and research and development laboratory. We
are located approximately 45 minutes north of Boston, Massachusetts. The lease
for this facility expires in March 2004.

We own a 64,000 square foot facility in Zaragoza, Spain, which accommodates
our manufacturing plant, warehouse, research and development laboratory and
office space. The facility is located in an industrial park and is situated on
sufficient acreage to accommodate future expansion.

We lease a 10,700 square foot facility in San Sebastian de los Reyes, Spain,
an area northwest of Madrid, which houses the administrative offices for our
Spanish and European operations. The lease for this facility expires in 2006.

LEGAL PROCEEDINGS

On February 4, 2002, we were notified that a legal proceeding had been
commenced against us by Merck & Co. Inc. and its Spanish subsidiary, Merck
Sharp & Dohme de Espana, S.A., alleging that we violate their patents in our
production of the product simvastatin and requesting an injunction ordering us
not to manufacture or market the product. The case was brought against our
Spanish subsidiaries in the 39th First Instance Court of the City of Madrid.
After a hearing on February 18, 2002, the court refused to grant the requested
injunction and dismissed the case on February 25, 2002, awarding us court and
legal fees. Merck has appealed the award of fees. Under Spanish law, Merck can
reinstitute its claim against us in another proceeding. There were no sales of
simvastatin in 2001, as the product was launched in late January 2002.

MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

NAME AGE POSITION
---- -------- --------

James R. Murphy........................... 52 Chairman, President, Chief Executive
Officer and Director

Michael McGovern.......................... 58 Vice Chairman and Director

Robert M. Stote, M.D...................... 62 Senior Vice President, Chief Science
Officer and Director

Michael D. Price.......................... 44 Vice President, Chief Financial Officer,
Treasurer, Secretary and Director

Robert J. Gyurik.......................... 55 Vice President of Pharmaceutical
Development and Director

Jordan A. Horvath......................... 40 Vice President and General Counsel

Charles L. Bolling........................ 78 Director

Miguel Fernandez.......................... 71 Director

William A. Packer......................... 67 Director

JAMES R. MURPHY has served as one of our directors since 1993. Mr. Murphy
became President of Bentley in September 1994, was named Chief Executive Officer
effective January 1995 and became Chairman of the Board in June 1995. Prior to
rejoining Bentley, Mr. Murphy served as Vice President of Business Development
at MacroChem Corporation, a publicly owned pharmaceutical and drug delivery
company, from March 1993 through September 1994. From September 1992 until
March 1993, Mr. Murphy served as a consultant in the pharmaceutical industry
with his primary efforts directed toward product licensing. Prior thereto,
Mr. Murphy served as Director--Worldwide Business Development and Strategic
Planning of Bentley from December 1991 to September 1992. Mr. Murphy previously
spent 14 years in pharmaceutical research and product development with
SmithKline Corporation and in international business development with contract
research and consulting laboratories. Mr. Murphy received a B.A. in Biology from
Millersville University.

MICHAEL MCGOVERN has served as one of our directors since 1997 and was named
Vice Chairman of Bentley in October 1999. Mr. McGovern serves as President of
McGovern Enterprises, a provider of corporate and financial consulting services,
which he founded in 1975. Mr. McGovern is Chairman of the Board of Specialty
Surgicenters, Inc. and, Training Solutions Interactive, Inc.; is Vice Chairman
of the Board of Employment Technologies, Inc. and is a Director on the corporate
board of the Reynolds Development Company. Mr. McGovern received a B.S. and M.S.
in accounting and his Juris Doctor from the University of Illinois.

ROBERT M. STOTE, M.D. became Senior Vice President and Chief Science Officer
of Bentley in March 1992 and has served as one of our directors since 1993.
Prior to joining Bentley, Dr. Stote was employed for 20 years by SmithKline
Beecham Corporation serving in a variety of executive clinical research
positions. Dr. Stote was Chief of Nephrology at Presbyterian Medical Center of
Philadelphia from 1972 to 1989 and was Clinical Professor of Medicine at the
University of Pennsylvania. Dr. Stote also serves as a Director of Datatrak
International, Inc. and of Auxilium. Dr. Stote received a B.S. in Pharmacy from
the Albany College of Pharmacy, an M.D. from Albany Medical College and is Board

Certified in Internal Medicine and Nephrology. He was a Fellow in Nephrology and
Internal Medicine at the Mayo Clinic and is currently a Fellow of the American
College of Physicians.

MICHAEL D. PRICE became Chief Financial Officer, Vice President/Treasurer
and Secretary of Bentley in October 1993, April 1993 and November 1992,
respectively, and has served as one of our directors since 1995. He has served
Bentley in other capacities since March 1992. Prior to joining Bentley, he was
employed as a financial and management consultant with Carr Financial Group from
March 1990 to March 1992. Prior thereto, he was employed as Vice President of
Finance with Premiere Group, Inc. from June 1988 to February 1990. Prior
thereto, Mr. Price was employed by Price Waterhouse from January 1982 to
June 1988 where his last position with that firm was as an Audit Manager.
Mr. Price received a B.S. in Business Administration with a concentration in
Accounting from Auburn University and an M.B.A. from Florida State University.
Mr. Price is a Certified Public Accountant licensed by the State of Florida.

ROBERT J. GYURIK has served as one of our directors since 1998 and became
Vice President of Pharmaceutical Development of Bentley in March 1999.
Mr. Gyurik was Manager of Development and Quality Control at MacroChem
Corporation, a position he held from May 1993 to February 1999. From 1971 to
1993 Mr. Gyurik worked in various research and development positions at
SmithKline Beecham. Prior thereto, Mr. Gyurik worked at Schering as a Medicinal
Chemist. Mr. Gyurik received a B.A. in Biology and Chemistry from Immaculata
College. Mr. Gyurik is a member of the American Chemical Society, International
Society for Chronobiology and the New York Academy of Sciences.

JORDAN A. HORVATH became Vice President and General Counsel of Bentley in
August 2000. Prior to joining Bentley, he was a partner at Parker Chapin LLP,
the Company's legal counsel in New York City (which has since merged to become
Jenkens & Gilchrist Parker Chapin LLP), since 1996. He was an associate of that
firm from 1991 to 1995. Mr. Horvath received an A.B. from Princeton University
and a J.D. from the University of California, Berkeley.

CHARLES L. BOLLING has served as one of our directors since 1991.
Mr. Bolling served from 1968 to 1973 as Vice President of Product Management and
Promotion (U.S.), from 1973 to 1977 as Vice President of Commercial Development
and from 1977 to 1986 as Director of Business Development (International) at
SmithKline & French Laboratories. Mr. Bolling has been retired since 1986.

MIGUEL FERNANDEZ has served as one of our directors since 1999.
Mr. Fernandez served from 1980 to 1996 as President of the International
Division and corporate Vice President at Carter-Wallace, Inc., where he was
responsible for all product lines outside of the United States. Prior thereto,
Mr. Fernandez was employed for approximately eight years by SmithKline Beecham,
where his last position was Vice President for Latin America. Before SmithKline
Beecham, Mr. Fernandez served as Managing Director of Warner Lambert in
Argentina for two years. From 1962 to 1970, Mr. Fernandez was employed by
Merck/Frost in Canada. Mr. Fernandez attended the University of British Columbia
in Canada and received an M.B.A. from the Ivey School of Business at the
University of Western Ontario in London, Ontario, Canada. Mr. Fernandez has been
retired since 1996.

WILLIAM A. PACKER has served as one of our directors since 1999. Mr. Packer
has been a business and industry consultant to a number of biopharmaceutical
companies since 1998. From 1992 until 1998, Mr. Packer was President and Chief
Financial Officer of Virus Research Institute, Inc., a publicly owned
biotechnology company. Prior to this, Mr. Packer was employed by SmithKline
Beecham Plc, where he held various senior management positions, the most recent
as Senior Vice President, Biologicals, in which position he was responsible for
the direction of SmithKline's global vaccine business. Mr. Packer is a Chartered
Accountant.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the compensation committee during 2001 were Messrs. Charles
L. Bolling, Russell Cleveland (until his resignation as a director), Miguel
Fernandez, Michael McGovern and William Packer, none of whom is now or was at
the time of service our employee. No member of the compensation committee has a
relationship that would constitute an interlocking relationship with executive
officers or directors of Bentley or another entity.

MANAGEMENT COMPENSATION

Set forth below is information for 1999, 2000 and 2001 with respect to
compensation we paid to our chief executive officer and our executive officers
whose compensation exceeded $100,000 during 2001. Except as provided in the
table below or otherwise discussed below, we paid no other compensation to them.

SUMMARY COMPENSATION TABLE

LONG-TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
--------------------------------- ----------------------- --------
OTHER SECURITIES
ANNUAL RESTRICTED UNDERLYING LTIP ALL
COMP. STOCK OPTIONS/ PAYOUTS OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) ($)(1) AWARDS($) SARS(#) ($) COMP.
--------------------------- -------- ---------- --------- -------- ---------- ---------- -------- --------

James R. Murphy(2)......... 2001 $390,000 $100,000 $12,000 -- -- -- $70,135
Chairman of the Board, 2000 $366,923 $170,000 $12,000 -- -- -- $11,984
President, Chief 1999 $295,577 -- -- $120,000 -- -- $ 6,389
Executive Officer and
Director

Robert M. Stote, M.D.(3)... 2001 $121,752 $ 15,000 -- -- -- -- $12,336
Senior Vice President, 2000 $ 94,589 $ 15,000 -- -- -- -- $12,336
Chief Science Officer and 1999 $110,449 -- -- $ 22,500 -- -- $ 6,836
Director

Michael D. Price(4)........ 2001 $212,000 $ 50,000 -- $ 39,313 -- -- $22,114
Vice President, Chief 2000 $188,685 $ 30,000 -- -- -- -- $11,007
Financial Officer, 1999 $176,231 -- -- $ 22,500 -- -- $ 5,507
Treasurer, Secretary and
Director

Robert J. Gyurik(5)........ 2001 $175,000 $ 50,000 -- -- -- -- $42,081
Vice President of 2000 $138,000 $ 30,000 -- -- -- -- $10,973
Pharmaceutical 1999 $ 99,808 -- -- $ 67,500 -- -- --
Development and Director

Jordan A. Horvath(6)....... 2001 $304,500 -- -- -- -- -- $10,757
Vice President and 2000 $123,734 -- -- -- -- -- $ 16
General Counsel

------------------------------

(1) The value of perquisites provided to the named executive officers did not
exceed $50,000 or 10% of total compensation in any case.

(2) "All Other Compensation" for Mr. Murphy includes:

- in 2001, principal and interest of $55,537 forgiven on a loan made by us
to Mr. Murphy in 2000 to assist Mr. Murphy's payment of taxes on shares of
common stock awarded by us to him in 1999;

- matching contributions in cash to Mr. Murphy's 401(k) plan in the amount
of $970 in 2000 and $5,000 in 1999;

- matching contributions in shares of our common stock to Mr. Murphy's
401(k) plan valued at $10,500 in 2001 and $9,530 in 2000; and

- life insurance premiums of $4,098 in 2001, $1,484 in 2000 and $1,389 in
1999.

(3) "All Other Compensation" for Dr. Stote includes:

- matching contributions in cash to Dr. Stote's 401(k) plan in the amount of
$283 in 2000 and $5,000 in 1999;

- matching contributions in shares of our common stock to Dr. Stote's 401(k)
plan valued at $10,500 in 2001 and $10,217 in 2000; and

- life insurance premiums of $1,836 in 2001, 2000 and 1999.

(4) "All Other Compensation" for Mr. Price includes:

- in 2001, principal and interest of $11,107 forgiven on a loan made by us
to Mr. Price in 2000 to assist Mr. Price's payment of taxes on shares of
common stock awarded by us to him in 1999;

- matching contributions in cash to Mr. Price's 401(k) plan in the amount of
$551 in 2000 and $5,000 in 1999;

- matching contributions in shares of our common stock to Mr. Price's 401(k)
plan valued at $10,500 in 2001 and $9,949 in 2000; and

- life insurance premiums of $507 in 2001, 2000 and 1999.

(5) Mr. Gyurik joined us in March 1999. "All Other Compensation" for Mr. Gyurik
includes:

- in 2001, principal and interest of $31,030 forgiven on a loan made by us
to Mr. Gyurik in 2000 to assist Mr. Gyurik's payment of taxes on shares of
common stock awarded by us to him in 1999;

- matching contributions in cash to Mr. Gyurik's 401(k) plan in the amount
of $263 in 2000;

- matching contributions in shares of our common stock to Mr. Gyurik's
401(k) plan valued at $10,500 in 2001 and $10,237 in 2000; and

- life insurance premiums of $551 in 2001 and $473 in 2000.

(6) Mr. Horvath joined us in August 2000. "All Other Compensation" for
Mr. Horvath includes:

- matching contributions in shares of our common stock to Mr. Horvath's
401(k) plan valued at $10,500 in 2001; and

- life insurance premiums of $257 in 2001 and $16 in 2000.

We have entered into employment agreements with each of Messrs. Murphy,
Stote, Price, Gyurik and Horvath which set forth their relationship with us. The
agreements expire on December 31, 2003 and renew annually for one year terms.
Under the agreements, each individual is paid a base salary and provided with
life insurance, with salary increases, bonuses and stock option grants at the
discretion of the board's compensation committee (except for Mr. Murphy's
agreement, which provides for a minimum stock option grant of 50,000 options per
annum and Mr. Horvath's initial agreement, which provides for minimum salary
increases of 5% per year). All employees are full time, with the exception of
Dr. Stote who is a part-time employee.

The agreements may be terminated on one year's notice and, if terminated
earlier without cause, upon payment of severance equal to one year's salary, a
bonus equal to the greater of the employee's bonus target for the current year
or actual bonus for the prior year and vesting of options based on the number of
months employment during the vesting period. If the employee is terminated
within 12 months of a change of control of Bentley, or if the employee
terminates his employment within 12 months after a change of control because his
job changes, we breach his employment agreement or he is required to move his
residence, then the severance is increased to twice his annual salary, twice the
average of bonuses in the prior two years, immediate vesting of all stock
options and continuation of health benefits for two years (or until receiving
comparable benefits from another employer), and the option to keep in place life
insurance at the employee's expense. No severance is paid on a termination for
cause. In Mr. Murphy's agreement, severance following a change in control is
2.99 times annual salary. Mr. Horvath's initial agreement provides that, on
termination without cause, severance will be two years' annual salary and
acceleration of all options and, following a termination after a change of
control, severance will be 2.99 times annual salary and bonus.

STOCK OPTION PLANS

1991 STOCK OPTION PLAN. Our 1991 Stock Option Plan was adopted in 1991 and
was amended several times to increase the number of shares issuable under it to
a total of 1,000,000. While no options could be granted under the 1991 plan
after September 30, 2001, all options granted prior to that date will continue
to vest and remain outstanding in accordance with the terms of the 1991 Plan.

2001 EMPLOYEE'S STOCK OPTION PLAN. Our 2001 Employee Stock Option Plan was
adopted and approved in 2001. We may issue incentive stock options, as defined
in the Internal Revenue Code of 1986, or non-qualified stock options to purchase
up to 1,000,000 shares of common stock to our employees under this plan. During
2001, options to purchase 123,500 shares of common stock were granted to
employees who are not executive officers. Such options were granted at prices
ranging from $5.25 to $7.90 per share, representing the fair market value of our
common stock on the dates of grant. These options expire on various dates
ranging from May 9, 2011 to November 8, 2011.

2001 DIRECTORS' STOCK OPTION PLAN. Our 2001 Directors' Stock Option Plan
was adopted and approved in 2001. We may issue non-qualified stock options to
purchase up to 500,000 shares of common stock to our directors under this plan.

The following table sets forth the details of options granted to the
individuals listed in the Summary Compensation table during 2001. No stock
appreciation rights have been granted to date.

OPTION/SAR GRANTS IN LAST FISCAL YEAR

POTENTIAL
REALIZABLE
VALUE AT
ASSUMED
INDIVIDUAL GRANTS ANNUAL RATES
-------------------------------------------------------------------- OF STOCK
NUMBER OF PRICE
SECURITIES % OF TOTAL EXERCISE APPRECIATION
UNDERLYING GRANTED TO OR BASE FOR OPTION TERMS
OPTIONS EMPLOYEES IN PRICE EXPIRATION -------------------
NAME GRANTED(#) FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
---- ---------- ------------ ------------------- ------------------ -------- --------

James R. Murphy................ 75,000 13.7% $ 5.88-$6.00 1/1-5/9/11 $281,635 $713,718
Robert M. Stote, M.D........... 10,000 1.8% $ 6.00 5/9/11 $ 37,734 $ 95,625
Michael D. Price............... 50,000 9.1% $ 6.00 5/9/11 $188,688 $478,123
Robert J. Gyurik............... 50,000 9.1% $ 6.00 5/9/11 $188,688 $478,123
Jordan A. Horvath.............. -- -- -- -- -- --

The following table sets forth certain information concerning the number and
value at December 31, 2001 of shares of our common stock subject to unexercised
options held by the individuals listed in the Summary Compensation Table. No
shares of our common stock were acquired by these individuals on exercise of
stock options in 2001.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

NUMBER OF SECURITIES
UNDERLYING UNEXERCISED VALUE OF UNEXERCISED
OPTIONS/SARS AT FY-END IN-THE-MONEY OPTIONS/
(# SHARES) SARS AT FY-END($)(1)
--------------------------- ---------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------

James R. Murphy............................... 745,400 57,600 $4,574,706 $241,344
Robert M. Stote, M.D.......................... 567,500 10,000 $3,496,316 $ 41,900
Michael D. Price.............................. 446,500 50,000 $2,778,957 $209,500
Robert J. Gyurik.............................. 40,000 50,000 $ 122,850 $209,500
Jordan A. Horvath............................. 50,000 100,000 $ 122,000 $244,000

------------------------

(1) Based on the difference between the closing price per share of common stock
on December 31, 2001 and the option exercise prices.

No long-term incentive plan awards were granted to the individuals listed in
the Summary Compensation table during 2001.

401(K) RETIREMENT PLAN

We sponsor a 401(k) retirement plan under which eligible employees may
contribute, on a pre-tax basis, between 1% and 15% of the annual income we pay
to them, subject to certain maximums set by U.S. tax law. All full-time
employees who work for us in the U.S. are eligible to participate in the 401(k)
plan. All employee contributions are allocated to the employee's individual
account and are invested in various investment instruments as directed by the
employee. Employees' cash contributions are fully vested and nonforfeitable. We
made matching contributions to the 401(k) plan in 2001 by granting 13,658 shares
of our common stock valued at $82,959. We currently match 100% of each
employee's contribution with shares of our common stock. All of our matching
contributions vest 25% each year for the first four years of each employee's
employment.

REMUNERATION OF NON-EMPLOYEE DIRECTORS

We pay our directors who are not employees fees of $3,000 for each in-person
meeting of the board of directors, $500 for each telephone meeting and $500 for
each committee meeting attended, which do not take place on the same day as
board meetings, in addition to reimbursing expenses incurred in attending
meetings. Each director who is not an employee is automatically granted options
to purchase a number of shares of common stock equal to 2/10 of 1% of the number
of outstanding shares of common stock upon his or her election to the board.
Thereafter, each continuing non-employee director is entitled to receive
annually, options to purchase the number of shares of common stock equal to
2/10 of 1% of the number of outstanding shares of common stock outstanding on
the date of our annual stockholder's meeting. For his additional time and
effort, Mr. McGovern, our Vice Chairman, was awarded additional options to
purchase 100,000 shares of common stock for each of 2000 and 2001 and 50,000 for
2002. During 2001, options to purchase 239,500 shares of common stock were
granted to directors who are not employees at exercise prices ranging from $5.70
to $7.10 per share, representing not less than the fair market value of the
common stock on the dates of the grants. These options expire on dates ranging
from January 1, 2011 to August 30, 2011.

RELATED PARTY TRANSACTIONS

In March 2000 we made loans to three executive officers to assist each of
them in making their income tax payments for shares of our common stock which we
granted to them in 1999. We loaned $250,000 to Mr. Murphy, $50,000 to Mr. Price
and $140,000 to Mr. Gyurik. The loans bear interest at the rate of 2.37%
annually, are due in March 2003 and are secured by shares of our common stock
owned by the three individuals (Mr. Murphy, 18,700 shares; Mr. Price, 4,000
shares; Mr. Gyurik, 10,700 shares). Interest on the loans accrues quarterly. In
December 2001 and January 2002, we agreed to forgive part of the principal and
interest on the loans as detailed in the following chart. The amounts forgiven
are considered income to the individuals.

JAMES R. MURPHY MICHAEL D. PRICE ROBERT J. GYURIK
--------------- ---------------- ----------------

Initial amount of loan.......................... $250,000 $50,000 $140,000
Principal forgiven in December 2001........... 27,850 5,570 15,879
Interest forgiven in December 2001............ 27,687 5,537 15,151
Principal forgiven in January 2002............ 55,209 11,042 30,847
Interest forgiven in January 2002............. 439 88 245
Principal balance at February 28, 2002.......... $166,941 $33,388 $ 93,274

PRINCIPAL STOCKHOLDERS

The following table sets forth the number of shares of our common stock
beneficially owned as of March 25, 2002 by each person known by us to be the
beneficial owner of at least 5% of our common stock, each of our named executive
officers, each of our directors, and all executive officers and directors as a
group.

Unless otherwise indicated, we believe that all persons named in the table
have sole voting and investment power with respect to all securities
beneficially owned by them. Beneficial ownership exists when a person either has
the power to vote or sell common stock. A person is deemed to be the beneficial
owner of securities that can be acquired by such person within 60 days from the
applicable date, whether upon the exercise of options or otherwise. Except as
otherwise indicated, the address for those beneficial holders who own more than
5% of our common stock is the address for our headquarters.

PERCENTAGE
NUMBER OF SHARES OF OF COMMON
COMMON STOCK STOCK
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED OUTSTANDING
------------------------------------ ------------------- -----------

Michael McGovern(1) ........................................ 2,793,428 17.28%
Director
5910 Long Island Drive
Atlanta, GA 30328
Renaissance U.S. Growth and Income Trust PLC(2) ............ 1,104,400 7.51%
8080 North Central Expressway
Suite 210, LB59
Dallas, TX 75206-1857
Renaissance Capital Growth and Income Fund III, Inc.(3) .... 924,979 6.29%
8080 North Central Expressway
Suite 210, LB59
Dallas, TX 75206-1857
Salomon Smith Barney Holdings Inc. (4) ..................... 747,333 5.08%
388 Greenwich Street
New York, NY 10013
Citigroup Inc. (4)
399 Park Avenue
New York, NY 10043
James R. Murphy(5) ......................................... 910,571 5.87%
Chairman of the Board, President, Chief Executive Officer
and Director
Robert M. Stote, M.D.(6) ................................... 629,360 4.12%
Senior Vice President, Chief Science Officer and Director
Michael D. Price(7) ........................................ 528,878 3.48%
Vice President, Chief Financial Officer, Secretary,
Treasurer and Director
Robert J. Gyurik(8) ........................................ 144,014 *
Vice President of Pharmaceutical Development and Director
Jordan A. Horvath(9) ....................................... 56,085 *
Vice President and General Counsel
Charles L. Bolling(10) ..................................... 103,528 *
Director
Miguel Fernandez(11) ....................................... 77,568 *
Director
William A. Packer(12) ...................................... 72,800 *
Director
All executive officers and directors as a group (9 5,316,232 28.85%
persons)(13)..............................................

------------------------
* Less than one percent

(1) Includes 1,313,500 shares of common stock issuable upon exercise of Class B
Warrants, 75,000 shares of common stock issuable upon exercise of vested
stock options and 69,200 shares of common stock issuable upon exercise of
stock options that become exercisable within 60 days. Excludes 100,000
shares of common stock issuable upon exercise of stock options which are not
vested.

(2) Based upon information contained in Amendment No. 5 to Schedule 13G, dated
December 26, 2000. The schedule 13G was signed by Russell Cleveland as
President of Renaissance Capital Group, Inc., the investment manager of
Renaissance U.S. Growth and Income Trust PLC. Mr. Cleveland is a former
director of Bentley.

(3) Based upon information contained in Amendment No. 7 to Schedule 13G, dated
December 7, 2000. The Schedule 13G was signed by Russell Cleveland as
President and CEO of Renaissance Capital Growth and Income Fund III, Inc.
Mr. Cleveland is a former director of Bentley.

(4) Based upon information contained in Schedule 13G, dated February 6, 2002.
Salomon Smith Barney Holdings Inc. and Citigroup Inc. filed the Schedule 13G
as a group, indicating shared voting and dispositive power of the securities
held.

(5) Includes 1,300 shares of common stock owned by Mr. Murphy's sons, as to
which Mr. Murphy disclaims beneficial ownership, and 2,784 shares of common
stock held in Mr. Murphy's 401(k) Retirement Plan. Also includes 745,400
shares of common stock issuable upon exercise of vested stock options,
57,600 shares of common stock issuable upon exercise of stock options that
become exercisable within 60 days, and 1,500 shares of common stock issuable
upon exercise of Class B Warrants. Excludes 100,000 shares of common stock
issuable upon exercise of stock options which are not vested.

(6) Includes 3,160 shares of common stock held in Dr. Stote's 401(k) Retirement
Plan, 567,500 shares of common stock issuable upon exercise of vested stock
options, 10,000 shares of common stock issuable upon exercise of stock
options that become exercisable within 60 days, and 5,000 shares of common
stock issuable upon exercise of Class B Warrants. Excludes 37,500 shares of
common stock issuable upon exercise of stock options which are not vested.

(7) Includes 101 shares of common stock owned by Mr. Price's son, as to which
Mr. Price disclaims beneficial ownership, and 3,075 shares of common stock
held in Mr. Price's 401(k) Retirement Plan. Also includes 446,500 shares of
common stock issuable upon exercise of vested stock options and 50,000
shares of common stock issuable upon exercise of stock options that become
exercisable within 60 days. Excludes 50,000 shares of common stock issuable
upon exercise of stock options which are not vested.

(8) Includes 9,970 shares of common stock and 1,000 shares of common stock
issuable upon exercise of Class B Warrants owned by Mr. Gyurik's IRA and
3,044 shares of common stock held in Mr. Gyurik's 401(k) Retirement Plan.
Also includes 40,000 shares of common stock issuable upon exercise of vested
stock options and 50,000 shares of common stock issuable upon exercise of
stock options that become exercisable within 60 days. Excludes 100,000
shares of common stock issuable upon exercise of stock options which are not
vested.

(9) Includes 50,000 shares of common stock issuable upon exercise of vested
stock options and 1,785 shares of common stock held in Mr. Horvath's 401(k)
Retirement Plan. Excludes 120,000 shares of common stock issuable upon
exercise of stock options which are not vested.

(10) Includes 67,628 shares of common stock issuable upon exercise of vested
stock options and 27,900 shares of common stock issuable upon exercise of
stock options that become exercisable within 60 days.

(11) Includes 44,200 shares of common stock issuable upon exercise of vested
stock options and 27,900 shares of common stock issuable upon exercise of
stock options that become exercisable within 60 days.

(12) Includes 44,200 shares of common stock issuable upon exercise of vested
stock options and 27,900 shares of common stock issuable upon exercise of
stock options that become exercisable within 60 days.

(13) Includes 1,401 shares of common stock owned by family members of certain of
the executive officers and directors, as to which each executive officer or
director disclaims beneficial ownership. Also includes 2,080,428 shares of
common stock issuable upon exercise of vested stock options, 320,500 shares
of common stock issuable upon exercise of stock options that become
exercisable within 60 days, 1,320,000 shares of common stock issuable upon
exercise of Class B Warrants, 13,848 shares of common stock held in 401(k)
Retirement Plan accounts of various executive officers and 9,970 shares of
common stock and 1,000 shares of common stock issuable upon exercise of
Class B Warrants held by the IRA account of an executive officer. Excludes
507,500 shares of common stock issuable upon exercise of stock options which
are not vested.

DESCRIPTION OF SECURITIES

Our authorized capital stock consists of 35,000,000 shares of a single class
of common stock, par value $.02 per share, and 2,000,000 shares of preferred
stock, par value $1.00 per share. Immediately following this offering, there
will be 17,208,228 shares of our common stock and no shares of preferred stock
outstanding.

COMMON STOCK

Holders of our common stock are entitled to one vote for each share held on
all matters submitted to a vote of the stockholders and do not have cumulative
voting rights. Accordingly, holders of a majority of the shares of our common
stock may elect all of the directors standing for election. Holders of our
common stock are entitled to receive ratably any dividends declared by our board
of directors, subject to the preferential dividend rights of any outstanding
preferred stock. Holders of our common stock have no preemptive, subscription,
redemption or conversion rights. The outstanding shares of our common stock are
fully paid and nonassessable. The rights, preferences, and privileges of holders
of our common stock are subject to, and may be adversely affected by, the rights
of holders of shares of any series of preferred stock that our board of
directors may designate and issue in the future. Our common stock is listed on
the American Stock Exchange and Pacific Exchange under the symbol "BNT".

CLASS B WARRANTS

Our Class B Warrants were issued as part of a public offering that we
completed in February 1996. They were issued under a warrant agreement between
us and American Stock Transfer and Trust Company of New York, our warrant agent.
Two Class B Warrants entitle the holder to purchase one share of our common
stock at an exercise price of $5.00 per share. The warrants have been extended
so that they expire on December 31, 2002. Holders are only permitted to exercise
or trade warrants in multiples of two.

If the closing price of our common stock on the American Stock Exchange for
20 consecutive trading days equals or exceeds 130% of the exercise price for the
warrants in effect at the time (currently $6.50), then within 10 days we may
notify the warrant holders that the warrants will be redeemed by us, upon at
least 30 days written notice, by the payment to each holder of $.05 (five cents)
per warrant. Warrant holders will have the right to exercise their warrants
until redemption occurs. All of the warrants must be redeemed at once.

The warrants contain provisions that protect the holders against dilution by
adjustment of the exercise price and the number of shares issuable upon exercise
in certain events, including stock dividends, stock splits, reclassifications,
mergers or a sale of substantially all our assets. No changes to the warrants
that adversely affect the rights of the holders of the warrants may be made
without the approval of the holders of a majority of the outstanding warrants.

Approximately 3,003,360 shares of our common stock may be issued upon
exercise of all of the warrants, which includes those issued in 1996 to the
public as well as those issued as underwriter's compensation as a result of the
1996 offering.

PREFERRED STOCK

Our board of directors is authorized, subject to any limitations prescribed
by law, without further stockholder approval, to issue from time to time up to
an aggregate of 2,000,000 shares of preferred stock, in one or more series. Each
such series of preferred stock shall have such number of shares, designations,
preferences, voting powers, qualifications, restrictions and special or relative
rights or privileges as shall be determined by our board of directors. Such
rights and privileges may include, among others, dividend rights, voting rights,
redemptive and sinking fund provisions, liquidation preferences, conversion
rights and preemptive rights. The issuance of preferred stock, while providing

desirable flexibility in connection with possible acquisitions and other
corporate purposes, could have the effect of making it more difficult for a
third party to acquire, or of discouraging a third party from attempting to
acquire, a majority of our outstanding voting stock. No shares of preferred
stock are currently issued or outstanding.

DELAWARE LAW AND CERTAIN CHARTER AND BYLAW PROVISIONS

We are subject to the provisions of Section 203 of the Delaware General
Corporation Law. Section 203 prohibits a publicly-held Delaware corporation from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date of the transaction in which the person
became an interested stockholder, unless the business combination is approved in
a prescribed manner or certain other specified conditions are met. A "business
combination" includes mergers, asset sales and other transactions resulting in a
financial benefit to the interested stockholder. Subject to certain exceptions,
an "interested stockholder" is a person who, together with affiliates and
associates, owns, or within three years did own, 15% or more of the
corporation's voting stock.

Our Restated Certificate of Incorporation and our Amended and Restated
Bylaws contain various provisions which could have the effect of making it more
difficult for a third party to acquire, or discouraging a third party from
acquiring, control of us.

For example, our Restated Certificate of Incorporation contains provisions
that state the following:

- our board of directors may amend in any manner our bylaws and, subject to
certain exceptions, our shareholders may only amend our bylaws by an
affirmative vote of the holders of at least two-thirds of the outstanding
shares of our common stock;

- newly created directorships and any vacancy on our board of directors will
be filled solely by the affirmative vote of a majority of the remaining
directors then in office;

- subject to certain exceptions, directors may be removed only for cause by
the affirmative vote of the holders of at least two-thirds of the
outstanding shares of our common stock;

- our board of directors is divided into three classes as nearly equal in
size as possible with staggered three-year terms;

- subject to certain exceptions, the affirmative vote of the holders of at
least two-thirds of our common stock is required to approve certain major
transactions, including any merger or combination, any sale, lease or
exchange of all or substantially all of our assets, and any dissolution or
liquidation, and the aggregate amount of proceeds received in any such
transaction must satisfy certain fair price provisions; and

- subject to certain exceptions, the affirmative vote of the holders of at
least two-thirds of the outstanding shares of our common stock is required
to amend certain provisions including any of the foregoing provisions of
our Restated Certificate of Incorporation.

In addition, our Amended and Restated Bylaws contain provisions that state
the following:

- special meetings of stockholders may be called at any time by our
president, a majority of our board of directors or by holders of not less
than one-third of the outstanding shares of our common stock; and

- all duly submitted stockholder proposals, including nominations for the
election of a director, must be delivered to us no less than seventy-five
(75) days in advance of the first anniversary of our annual meeting held
in the prior year.

Our Restated Certificate of Incorporation and our Amended and Restated
Bylaws also contain certain provisions permitted under the Delaware General
Corporation Law relating to the liability of directors. The provisions eliminate
a director's liability to us or our stockholders for monetary damages for a
breach of fiduciary duty, except in circumstances involving certain wrongful
acts, such as the breach of a director's duty of loyalty or acts or omissions
which involve intentional misconduct or a

knowing violation of law. Our Restated Certificate of Incorporation and our
Amended and Restated Bylaws also contain provisions obligating us to indemnify
our officers and directors to the fullest extent permitted by the Delaware
General Corporation Law. We believe that these provisions will assist us in
attracting and retaining qualified individuals to serve as directors.

STOCKHOLDER RIGHTS PLAN

We have a stockholder rights plan. Under the plan, each of our stockholders
has one preferred share purchase right for each share of common stock held. The
rights become exercisable ten days (or a later date determined by our Board of
Directors) after a public announcement that a person or group has acquired
beneficial ownership of 15% or more of our outstanding common stock, or ten
business days after the announcement of a tender offer or exchange offer, or an
intention to commence a tender or exchange offer, that would result in
beneficial ownership of 15% or more of our outstanding common stock.

If the rights become exercisable, each right entitles the registered holder
to purchase from us one one-thousandth of a share of Series A Junior
Participating Preferred Stock at a price of $16.50 per one one-thousandth of a
share, subject to adjustment. In addition, upon the occurrence of certain
events, and upon payment of the then-current purchase price, the rights may
"flip in" and entitle holders to buy our common stock in such amount that the
market value is equal to twice the then-current purchase price.

The rights are non-voting and may be redeemed by us at any time before they
become exercisable at a price of $0.001 per right. Until a right is exercised,
the holder of the right has no rights as a stockholder of Bentley, including the
right to vote or to receive dividends. The rights expire on December 21, 2004.

The rights have certain anti-takeover effects. Exercise of the rights will
cause substantial dilution to a person or group that attempts to acquire Bentley
on terms not approved by our board of directors.

TRANSFER AGENT AND REGISTRAR

The transfer agent and registrar for the common stock is American Stock
Transfer & Trust Company, 40 Wall Street, New York, New York 10005.

PLAN OF DISTRIBUTION

Raymond James & Associates, Inc. will enter into a placement agency
agreement with us, pursuant to which Raymond James will use its best efforts to
introduce us to institutional and selected retail investors who may purchase the
shares. Raymond James has no obligation to buy any shares from us.

Raymond James will solicit indications of interest from investors for the
full amount of the offering. We will not request effectiveness of the
registration statement of which this prospectus forms a part until Raymond James
has informed us that it has received indications of interest for the full amount
of the offering.

All investor funds will be deposited into an escrow account opened at
Citibank, N.A. for the benefit of the investors. Citibank, N.A., acting as
escrow agent, will hold all funds it receives in accordance with Rule 15c2-4
under the Securities Exchange Act of 1934. Investors will be instructed to make
checks payable to Citibank, N.A. The escrow agent will not accept any investor
funds until the registration statement has been declared effective. Any interest
collected on the funds will be paid to us if this offering closes and returned
to the investors if this offering is terminated. Before the closing date,
Citibank, N.A. will notify Raymond James that all of the funds to pay for the
shares have been received. We will deposit the shares with the Depository Trust
Company upon receiving notice from Raymond James. At the closing, Depository
Trust will credit the shares to the respective accounts of the investors.

If investor funds are not received for all of the shares being offered, then
all investor funds that were deposited into escrow will be returned to investors
and the offering will terminate.

We have agreed to indemnify Raymond James and certain other persons against
certain liabilities under the Securities Act of 1933. Raymond James has informed
us that it will not engage in overallotment, stabilizing transactions or
syndicate covering transactions in connection with the offering.

We have agreed to pay Raymond James a fee equal to 6% of the proceeds of
this offering and to reimburse Raymond James for accountable expenses estimated
at $175,000 that it incurs in connection with the offering. We have also agreed
that if this offering is not completed and, within 12 months after its
termination, we sell shares of common stock to investors with whom we did not
have a pre-existing relationship, and who had been contacted by Raymond James in
connection with this offering, we will pay Raymond James a fee equal to 6% of
the proceeds of such sales. Additionally, following this offering, we have
granted the placement agent a right of first refusal to act as our investment
banker with respect to future financings or any merger, acquisition, or
disposition of our assets for a period of 12 months from the closing date.

We and our executive officers and directors have agreed that, for a period
of 90 days after the date of this prospectus, we and they will not, without the
prior written consent of Raymond James, directly or indirectly:

- sell, offer, pledge, contract to sell, grant any option for the sale of,
or otherwise dispose of any shares of our common stock or securities
convertible into or exchangeable or exercisable for shares of our common
stock, except for any grant of options by us for our common stock under
our stock option plans, the exercise of stock options currently
outstanding or granted under our stock option plan, or shares of common
stock transferred to a trust established by such persons for the sole
benefit of such person or such persons' spouse or descendants, or
transferred as a gift or gifts, provided that any donee thereof agrees in
writing to be bound by the terms hereof, whether now owned or acquired
after the date of this prospectus by any such person or with respect to
which any person acquires after the date of this prospectus the power of
disposition; or

- exercise or seek to exercise in any manner any rights that such person has
or may hereafter have to require us to register under the Securities Act
of 1933 any shares of our common stock or our other securities in any
matter in any registration effected by us under the Securities Act of
1933.

A copy of the form of placement agency agreement is on file with the SEC as
an exhibit to the registration statement of which this prospectus forms a part.

The Company expects to deliver the shares of common stock to purchasers on
, 2002.

Raymond James has advised us that they intend to deliver this prospectus
only by hand or through the mails and do not plan to use electronic delivery
methods. They have also informed us that only printed prospectuses, as opposed
to CD-Roms or videos, will be used.

LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for us
by Jenkens & Gilchrist Parker Chapin LLP. Greenberg Traurig P.A. will pass upon
certain matters for the placement agent.

EXPERTS

The consolidated financial statements of Bentley Pharmaceuticals, Inc. and
subsidiaries included in this prospectus for the years ended December 31, 2001,
2000 and 1999 have been audited by Deloitte & Touche LLP, independent auditors,
as stated in their report appearing herein, and are included in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.

ADDITIONAL INFORMATION

A registration statement on Form S-3 (of which this Prospectus is a part),
including any amendments thereto, relating to the common stock being offered has
been filed with the SEC in Washington, D.C. This prospectus does not contain all
of the information in the registration statement and the exhibits and schedules
filed with the registration statement, certain portions of which have been
omitted as permitted by the rules and regulations of the SEC. Statements
contained in this prospectus as to the contents of any agreement or other
document are not necessarily complete and in each instance that we make
reference to the copy of an agreement or other document filed as an exhibit to
the registration statement, each such statement is qualified in all respects by
making reference to the exhibits and schedules filed with the registration
statement. For further information with respect to us and the common stock
offered in this prospectus, we refer you to the registration statement, exhibits
and schedules.

We are subject to the informational requirements of the Securities Exchange
Act of 1934 and in accordance with the Securities Exchange Act of 1934 file
reports and other information with the SEC. A copy of the registration statement
and the exhibits and schedules filed with the registration statement, reports,
proxy and information statements and other information filed by us with the SEC
may be inspected and copied at the offices of the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and the SEC's Regional Offices at 233
Broadway, New York, New York 10279 and 500 West Madison St., Suite 1400,
Chicago, Illinois 60661. Copies of these materials may also be obtained from the
Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The public may obtain information on the Public
Reference Room by calling the SEC at 1-800-SEC-0030. In addition, reports, proxy
and information statements and other information concerning our company may be
inspected at the offices of The American Stock Exchange, 86 Trinity Place, New
York, New York 10006. We are required to file electronic versions of certain
documents through the SEC's Electronic Data Gathering, Analysis and Retrieval
(EDGAR) system. The SEC maintains a World Wide Web site at www.sec.gov that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the SEC.

We furnish our stockholders with annual reports containing financial
statements audited by an independent public accounting firm.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring
you to those documents. The information incorporated by reference is considered
to be part of this prospectus, and later information filed with the SEC will
update and supersede this information. We incorporate by reference the documents
listed below and any future filings we make with the SEC under Section 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until this offering
is completed.

1. Our Annual Report on Form 10-K, as amended, for the fiscal year ended
December 31, 2001 (File No. 1-10581), and

2. Our Registration Statements on Form 8-A/A (Amendment No. 1) dated
October 29, 1999 and Form 8-A dated December 27, 1999 relating to a
description of our securities (File No. 1-10581).

The reports and other documents that we file after the date of this
prospectus will update and supersede the information in this prospectus.

You may request a copy of these filings by writing or telephoning us at:
Bentley Pharmaceuticals, Inc., 65 Lafayette Road, Third Floor, North Hampton,
New Hampshire 03862, Attention: Secretary; Telephone: (603) 964-8006 or obtain
them on our website at www.bentleypharm.com. These filings will be provided to
you at no cost.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF
BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

PAGE
--------

Independent Auditors' Report................................ F-2

Consolidated Balance Sheets as of December 31, 2001 and
2000...................................................... F-3

Consolidated Statements of Operations and of Comprehensive
Income (Loss) for the years ended December 31, 2001, 2000
and 1999.................................................. F-4

Consolidated Statements of Changes in Stockholders' Equity
for the years ended
December 31, 2001, 2000 and 1999.......................... F-5

Consolidated Statements of Cash Flows for the years ended
December 31, 2001,
2000 and 1999............................................. F-6

Notes to Consolidated Financial Statements.................. F-8

F-1

INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders of
Bentley Pharmaceuticals, Inc.
North Hampton, New Hampshire

We have audited the accompanying consolidated balance sheets of Bentley
Pharmaceuticals, Inc. and subsidiaries (the "Company") as of December 31, 2001
and 2000, and the related consolidated statements of operations and of
comprehensive income (loss), changes in stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 2001. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of the Company at December 31, 2001
and 2000, and the results of its operations and its cash flows for each of the
three years in the period ended December 31, 2001 in conformity with accounting
principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Boston, Massachusetts
February 8, 2002

F-2

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

ASSETS
Current assets:
Cash and cash equivalents................................. $ 5,736 $ 4,816
Receivables, net.......................................... 6,937 5,135
Inventories, net.......................................... 2,563 1,827
Deferred foreign taxes.................................... 141 851
Prepaid expenses and other................................ 462 475
------- -------
Total current assets.................................... 15,839 13,104
------- -------
Non-current assets:
Fixed assets, net......................................... 5,595 4,139
Drug licenses and related costs, net...................... 10,276 10,979
Other..................................................... 409 655
------- -------
Total non-current assets................................ 16,280 15,773
------- -------
$32,119 $28,877
======= =======
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable.......................................... $ 4,820 $ 2,645
Accrued expenses.......................................... 2,490 968
Short-term borrowings..................................... 1,757 2,447
Current portion of long-term debt......................... -- 738
Deferred income........................................... 496 2,564
------- -------
Total current liabilities............................... 9,563 9,362
------- -------
Non-current liabilities:
Foreign taxes payable..................................... 1,827 908
Long-term debt............................................ 142 623
Other..................................................... 163 168
------- -------
Total non-current liabilities........................... 2,132 1,699
------- -------
Commitments and contingencies

Stockholders' equity:
Preferred stock, $1.00 par value, authorized 2,000 shares,
issued and outstanding, none............................ -- --
Common stock, $.02 par value, authorized 35,000 shares,
issued
and outstanding, 14,585 and 13,914 shares............... 292 278
Stock purchase warrants (to purchase 3,424 and 4,038
shares of common stock)................................. 433 632
Additional paid-in capital................................ 97,501 95,227
Accumulated deficit....................................... (74,332) (75,693)
Accumulated other comprehensive loss...................... (3,470) (2,628)
------- -------
Total stockholders' equity.............................. 20,424 17,816
------- -------
$32,119 $28,877
======= =======

The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.

F-3

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

AND OF COMPREHENSIVE INCOME (LOSS)

YEAR ENDED DECEMBER 31,
--------------------------------------
2001 2000 1999
-------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Net sales................................................... $26,411 $18,617 $20,249
Cost of sales............................................... 11,462 7,189 8,445
------- ------- -------
Gross profit................................................ 14,949 11,428 11,804
------- ------- -------
Operating expenses:
Selling and marketing..................................... 9,057 6,494 6,166
General and administrative................................ 4,085 3,766 3,816
Research and development.................................. 2,084 1,102 685
Depreciation and amortization............................. 911 580 559
------- ------- -------
Total operating expenses................................ 16,137 11,942 11,226
------- ------- -------
Gain on sale of drug licenses............................... 5,050 -- --
------- ------- -------
Income (loss) from operations............................... 3,862 (514) 578
------- ------- -------
Other income (expenses):
Interest income........................................... 168 347 244
Interest expense.......................................... (244) (439) (1,168)
Other..................................................... 27 83 37
------- ------- -------
Income (loss) before income taxes........................... 3,813 (523) (309)
Provision for foreign income taxes.......................... 2,452 222 781
------- ------- -------
Net income (loss)........................................... $ 1,361 $ (745) $(1,090)
======= ======= =======
Net income (loss) per common share:
Basic..................................................... $ .10 $ (.06) $ (.12)
======= ======= =======
Diluted................................................... $ .08 $ (.06) $ (.12)
======= ======= =======
Weighted average common shares outstanding:
Basic..................................................... 14,196 12,981 9,147
======= ======= =======
Diluted................................................... 16,147 12,981 9,147
======= ======= =======

Net income (loss)........................................... $ 1,361 $ (745) $(1,090)

Other comprehensive income (loss):
Foreign currency translation losses, net.................. (842) (289) (737)
------- ------- -------
Comprehensive income (loss)............................... $ 519 $(1,034) $(1,827)
======= ======= =======

The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.

F-4

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

$.02 PAR VALUE ACCUMULATED
COMMON STOCK STOCK ADDITIONAL OTHER
------------------- PURCHASE PAID-IN ACCUMULATED COMPREHENSIVE
SHARES AMOUNT WARRANTS CAPITAL DEFICIT LOSS TOTAL
-------- -------- -------- ---------- ----------- ------------- --------
(IN THOUSANDS)

BALANCE AT DECEMBER 31, 1998.... 8,443 $168 $556 $83,728 $(73,858) $(1,602) $ 8,992
Exercise of Class A Redeemable
Warrants...................... 859 18 (39) 2,584 -- -- 2,563
Exercise of other stock
warrants...................... 50 1 (42) 116 -- -- 75
Conversion of Debentures........ 77 1 -- 132 -- -- 133
Issuance of warrants to acquire
technology.................... -- -- 375 -- -- -- 375
Common stock issued to acquire
technology.................... 585 12 -- 838 -- -- 850
Common stock issued as
compensation.................. 150 3 -- 222 -- -- 225
Common stock issued to
consultants................... 66 1 -- 187 -- -- 188
Expiration of unexercised
warrants...................... -- -- (51) 51 -- -- --
Foreign currency translation
adjustment.................... -- -- -- -- -- (737) (737)
Net loss........................ -- -- -- -- (1,090) -- (1,090)
------ ---- ---- ------- -------- ------- -------
BALANCE AT DECEMBER 31, 1999.... 10,230 204 799 87,858 (74,948) (2,339) 11,574
Exercise of Class B Redeemable
Warrants...................... 99 1 (2) 493 -- -- 492
Conversion of Debentures........ 2,901 58 -- 4,682 -- -- 4,740
Exercise of stock
options/warrants.............. 684 15 (414) 2,197 -- -- 1,798
Exercise of underwriter's
warrants...................... -- -- 249 (3) -- -- 246
Foreign currency translation
adjustment.................... -- -- -- -- -- (289) (289)
Net loss........................ -- -- -- -- (745) -- (745)
------ ---- ---- ------- -------- ------- -------
BALANCE AT DECEMBER 31, 2000.... 13,914 278 632 95,227 (75,693) (2,628) 17,816
Exercise of stock
options/warrants.............. 171 4 -- 443 -- -- 447
Exercise of underwriter's Class
A Warrants.................... 460 9 (199) 1,570 -- -- 1,380
Equity based compensation....... 40 1 -- 261 -- -- 262
Foreign currency translation
adjustment.................... -- -- -- -- -- (842) (842)
Net income...................... -- -- -- -- 1,361 -- 1,361
------ ---- ---- ------- -------- ------- -------
BALANCE AT DECEMBER 31, 2001.... 14,585 $292 $433 $97,501 $(74,332) $(3,470) $20,424
====== ==== ==== ======= ======== ======= =======

The accompanying Notes to Consolidated Financial Statements
are an integral part of these financial statements.

F-5

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
2001 2000 1999
--------- --------- ---------
(IN THOUSANDS)

Cash flows from operating activities:
Net income (loss)......................................... $ 1,361 $ (745) $(1,090)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities
Gain on sale of drug licenses........................... (5,050) -- --
Depreciation and amortization........................... 911 580 559
Equity-based compensation expense....................... 262 69 225
Other non-cash items.................................... 136 262 904
(Increase) decrease in assets and increase (decrease)
in liabilities
Receivables............................................. (2,060) (1,385) (1,495)
Inventories............................................. (864) (1,003) 85
Deferred taxes.......................................... 1,629 -- --
Prepaid expenses and other current assets............... 100 (205) 504
Other assets............................................ (11) (97) 109
Accounts payable and accrued expenses................... 3,306 (171) 163
Deferred income......................................... 496 -- --
Other liabilities....................................... (77) (5) (27)
-------- -------- -------
Net cash provided by (used in)
operating activities.............................. 139 (2,700) (63)
-------- -------- -------
Cash flows from investing activities:
Proceeds from sale of drug licenses....................... 2,698 2,564 --
Additions to fixed assets................................. (1,595) (1,014) (969)
Additions to drug licenses and related costs.............. (437) (5,560) (1,775)
Proceeds from sale of investments......................... 31,645 17,193 --
Purchase of investments................................... (31,567) (15,171) (1,893)
Deferred compensation..................................... -- (440) --
-------- -------- -------
Net cash provided by (used in) investing
activities........................................ 744 (2,428) (4,637)
-------- -------- -------
Cash flows from financing activities:
Proceeds from exercise of stock options/warrants.......... 1,827 2,843 2,639
Proceeds from borrowings.................................. 2,515 5,009 1,418
Repayments of borrowings.................................. (4,219) (2,279) (1,533)
Payments on capital leases................................ (1) (5) (5)
-------- -------- -------
Net cash provided by financing activities........... 122 5,568 2,519
-------- -------- -------
Effect of exchange rate changes on cash..................... (85) (46) (100)
-------- -------- -------
Net increase (decrease) in cash and cash equivalents........ 920 394 (2,281)
Cash and cash equivalents at beginning of year.............. 4,816 4,422 6,703
-------- -------- -------
Cash and cash equivalents at end of year.................... $ 5,736 $ 4,816 $ 4,422
======== ======== =======

(CONTINUED ON FOLLOWING PAGE)

F-6

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
2001 2000 1999
--------- --------- ---------
(IN THOUSANDS)

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
The Company paid cash during the year for:
Interest.................................................. $ 247 $ 486 $ 1,003
======== ======== =======
Taxes..................................................... $ 317 $ 897 $ 980
======== ======== =======
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING AND INVESTING
ACTIVITIES
The Company has issued or is obligated to issue Common Stock
in exchange for services and the purchase of drug delivery
technology as follows:
Shares.................................................... 40 8 801
======== ======== =======
Amount.................................................... $ 233 $ 69 $ 1,263
======== ======== =======
Deferred income............................................. $ 41 $ -- $ --
======== ======== =======
Fixed asset and drug license purchases included in accounts
payable................................................... $ 514 $ 225 $ 261
======== ======== =======

During the year ended December 31, 2000, 7,254 of the Company's 12%
Convertible Debentures with principal amount of $7,254,000, net of discount of
$1,585,000 (and applicable unamortized debt issuance costs totaling $929,000)
were converted into approximately 2,901,000 shares of Common Stock.

During the year ended December 31, 1999, the Company issued Warrants to
purchase 450,000 shares of Common Stock as partial consideration for the
purchase of drug delivery technology, of which 50,000 were exercised during the
year ended December 31, 1999. During the year ended December 31, 1999, 193 of
the Company's 12% Convertible Debentures were converted into 77,200 shares of
Common Stock. The Company recorded the assignment of patents and technology with
an estimated value of $553,000 during the year ended December 31, 1999.

The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.

F-7

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1--HISTORY AND OPERATIONS

Bentley Pharmaceuticals, Inc. and its Subsidiaries (the "Company") is a
specialty pharmaceutical company focused on advanced drug delivery technologies
and pharmaceutical products. The Company owns U.S. and international patent and
other proprietary rights to technologies that enhance or facilitate the
absorption of drugs across biological membranes. The Company is developing
products incorporating these technologies and seeks to form strategic alliances
with major pharmaceutical and biotechnology companies to facilitate the
development and commercialization of its products. The Company currently has
strategic alliances regarding its drug delivery technologies with Pfizer Inc and
Auxilium Pharmaceuticals, Inc. and is in preliminary discussions with a number
of large pharmaceutical companies to form additional alliances. The Company is
incorporated in the State of Delaware.

The Company also has a commercial presence in Spain, where it manufactures
and markets branded and generic pharmaceutical products within four therapeutic
areas: cardiovascular, gastrointestinal, infectious and neurological diseases.

The Company anticipated the opportunities that the emerging generic drug
market in Spain present and began taking measures over three years ago to enter
the Spanish generic drug market. The Company created a wholly-owned subsidiary
to register, market and distribute generic pharmaceutical products in Spain and
began aligning its business model to be competitive in this arena, including
hiring and training a new generic sales force, submission of generic-equivalent
products to the Spanish Ministry of Health for approval and a marketing campaign
designed to position the Company as a leader in the Spanish generic drug market.
In July 2000, the Company entered into a strategic alliance with Teva
Pharmaceutical Industries, Ltd. ("Teva"), whereby the Company has received the
right to register and market in Spain more than 75 of Teva's products. Teva also
entered into a supply agreement with the Company pursuant to which Teva will
manufacture the products and supply them to us for marketing and sale in Spain.
Teva was also granted a right of first refusal to acquire Laboratorios Davur in
the event that the Company decides to sell that subsidiary or its direct parent,
Laboratorios Belmac. The Company also granted Teva the right to bid for
Laboratorios Belmac in the event the Company intends to sell that subsidiary.

Given the Company's current liquidity and cash balances and expectations
with respect to the execution of its business model, management believes that it
has sufficient resources to fund operations for the year 2002 and into the year
2003. However, there can be no assurance that changes in the Company's research
and development plans or other events affecting the Company's revenues or
operating expenses will not result in the earlier depletion of the Company's
funds.

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION AND FOREIGN CURRENCY TRANSLATION

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries: Pharma de Espana, Inc. and its wholly-owned
subsidiary, Laboratorios Belmac S.A. and its wholly-owned subsidiaries,
Laboratorios Davur S.L. and Laboratorios Rimafar S.L.; Bentley Healthcare
Corporation and its wholly-owned subsidiary, Belmac Hygiene, Inc.; Belmac Health
Corporation; Belmac Holdings, Inc. and its wholly-owned subsidiary, Belmac
A.I., Inc.; B.O.G. International Finance, Inc.; and Belmac Jamaica, Ltd. All
significant inter-company balances have been eliminated in consolidation. The
financial position and results of operations of the Company's foreign
subsidiaries are measured using local currency as the functional currency.
Assets and liabilities of each foreign subsidiary are translated at the rate of
exchange in effect at the end of the period. Revenues and

F-8

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
expenses are translated at the average exchange rate for the period. Foreign
currency translation gains and losses not impacting cash flows are credited to
or charged against other comprehensive income (loss). Foreign currency
translation gains and losses arising from cash transactions are credited to or
charged against current earnings.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with original maturities
of three months or less when purchased to be cash equivalents for purposes of
the Consolidated Balance Sheets and the Consolidated Statements of Cash Flows.
Investments in securities which do not meet the definition of cash equivalents
are classified as marketable securities available-for-sale in the Consolidated
Balance Sheets.

MARKETABLE SECURITIES

The Company had no marketable securities at December 31, 2001 or 2000.

INVENTORIES

Inventories are stated at the lower of cost or market, cost being determined
on the first-in, first-out ("FIFO") method. Reserves for slow moving and
obsolete inventories are provided based on historical experience and current
product demand.

FIXED ASSETS

Fixed assets are stated at cost. Depreciation is computed using the
straight-line method over the following estimated economic lives of the assets:

YEARS
--------

Buildings and improvements.................................. 30
Equipment................................................... 3-7
Furniture and fixtures...................................... 5-7
Other....................................................... 5

Leasehold improvements are amortized over the life of the respective lease.
Expenditures for replacements and improvements that significantly add to
productive capacity or extend the useful life of an asset are capitalized, while
expenditures for maintenance and repairs are charged against operations as
incurred. When assets are sold or retired, the cost of the asset and the related
accumulated depreciation are removed from the accounts and any gain or loss is
recognized currently.

DRUG LICENSES AND RELATED COSTS

Drug licenses and related costs incurred in connection with acquiring
licenses, patents, and other proprietary rights related to the Company's
commercially developed products are capitalized. Capitalized drug licenses and
related costs are being amortized on a straight-line basis over fifteen years
from the dates of acquisition. Carrying values of such assets are reviewed
quarterly by the Company and are adjusted for any diminution in value.

F-9

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RESEARCH AND DEVELOPMENT

Research and development costs are expensed when incurred.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.

ORIGINAL ISSUE DISCOUNT/DEBT ISSUANCE COSTS

Original issue discount related to the issuance of debt was amortized to
interest expense using the effective interest method over the lives of the
related debt. The costs related to the issuance of debt were capitalized and
amortized to interest expense using the effective interest method over the lives
of the related debt.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash, cash equivalents, accounts payable, accrued
expenses and short-term borrowings approximate fair value because of their
short-term nature. The carrying amount of the Company's long-term obligations
approximate fair value given the amounts outstanding at December 31, 2001 and
2000.

The fair value information presented herein is based on information
available to management as of December 31, 2001. Although management is not
aware of any factors that would significantly affect the estimated fair value
amounts, such amounts have not been comprehensively revalued for purposes of
these financial statements since that date and, therefore the current estimates
of fair value may differ significantly from the amounts presented herein.

STOCK-BASED COMPENSATION PLANS

SFAS No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION, addresses the
financial accounting and reporting standards for stock or other equity-based
compensation arrangements. The Company has elected to continue to use the
intrinsic value-based method to account for employee stock option awards under
the provisions of Accounting Principles Board Opinion No. 25 and provides
disclosures based on the fair value method in the notes to the financial
statements as permitted by SFAS No. 123. Stock or other equity-based
compensation for non-employees must be accounted for under the fair value-based
method as required by SFAS No. 123 and Emerging Issues Task Force ("EITF")
No. 96-18, ACCOUNTING FOR EQUITY INSTRUMENTS THAT ARE ISSUED TO OTHER THAN
EMPLOYEES FOR ACQUIRING, OR IN CONJUNCTION WITH SELLING, GOODS OR SERVICES and
other related interpretations. Under this method, the equity-based instrument is
valued at either the fair value of the consideration received or the equity
instrument issued on the date of grant. The resulting compensation cost is
recognized and charged to operations over the service period, which is usually
the vesting period.

F-10

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
REVENUE RECOGNITION

Revenue on product sales is recognized when persuasive evidence of an
arrangement exists, the price is fixed and final, delivery has occurred and
there is a reasonable assurance of collection of the sales proceeds. The Company
generally obtains oral or written purchase authorizations from its customers for
a specified amount of product at a specified price and considers delivery to
have occurred at the time of shipment. The Company provides its customers with a
limited right of return. Revenue is recognized at shipment and a reserve for
sales returns is recorded. The Company has demonstrated the ability to make
reasonable and reliable estimates of product returns in accordance with SFAS
No. 48 based on significant historical experience.

Revenue from service sales is recognized when the service procedures have
been completed or applicable milestones have been achieved. Revenue from
research and development contracts is recognized over applicable contractual
periods or as defined milestones are attained, as specified by each contract and
as costs related to the contracts are incurred. Payments received under such
arrangements prior to the completion of the related procedures or attainment of
milestones are recorded as deferred income.

INCOME TAXES

The Company accounts for income taxes under SFAS No. 109, ACCOUNTING FOR
INCOME TAXES, which requires the recognition of deferred tax assets and
liabilities relating to the expected future tax consequences of events that have
been recognized in the Company's consolidated financial statements and tax
returns. Unrecognized provisions for income taxes on undistributed earnings of
foreign subsidiaries which are considered permanently invested are not material
to the Company's consolidated financial statements.

BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE

Basic and diluted net income (loss) per common share is based on the
weighted average number of shares of Common Stock outstanding during each
period. The effect of the Company's outstanding stock options and stock purchase
warrants were considered in the diluted net income per share calculation for the
year ended December 31, 2001. The effect of outstanding stock options and stock
purchase warrants were not considered for the years ended December 31, 2000 and
1999, because the results would have been anti-dilutive.

The following is a reconciliation between basic and diluted net income per
common share for the year ended December 31, 2001. Dilutive securities issuable
for the year ended December 31, 2001 include approximately 663,000 shares
issuable as a result of Class B Warrants and approximately 1,288,000 shares
issuable as a result of various stock options and warrants outstanding.

EFFECT OF
BASIC DILUTIVE DILUTED
EPS SECURITIES EPS
-------- ---------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Net income.......................................... $ 1,361 $ -- $ 1,361
Weighted average common shares outstanding.......... 14,196 1,951 16,147
Net income per common share......................... $ .10 $ (.02) $ .08

F-11

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Common Stock Equivalents totaling 3,013,000 and 3,025,000, representing the
effect of potential exercises of options and warrants and the effect of
potential conversion of Debentures into shares of Common Stock for each of the
years ended December 31, 2000 and 1999, respectively, were not included in the
computation of diluted net loss per common share because the effect would have
been anti-dilutive.

SEGMENTS OF AN ENTERPRISE AND RELATED INFORMATION

SFAS No. 131 DISCLOSURES ABOUT SEGMENTS OF AN ENTERPRISE AND RELATED
INFORMATION redefines how operating segments are determined and requires
disclosure of certain financial and descriptive information about a company's
operating segments. The Company operates in one business segment, which is
described in Note 2; however, see Note 13 for geographical data.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
ACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES. The new standard
requires that all companies record derivatives on the balance sheet as assets or
liabilities, measured at fair value. Gains or losses resulting from changes in
the values of those derivatives are accounted for depending on the use of the
derivative and whether it qualifies for hedge accounting. The adoption of this
standard on January 1, 2001 had no impact on the Company's financial position or
results of operations.

In June 2001, the Financial Accounting Standards Board issued SFAS No. 141,
BUSINESS COMBINATIONS, and SFAS No. 142, GOODWILL AND OTHER INTANGIBLE ASSETS.
SFAS No. 141 supersedes APB No. 16, BUSINESS COMBINATIONS, and SFAS No. 38,
ACCOUNTING FOR PREACQUISITION CONTINGENCIES OF PURCHASED ENTERPRISES and
requires that all business combinations be accounted for by a single method--the
purchase method. SFAS No. 141 also provides guidance on the recognition of
intangible assets identified in a business combination and requires enhanced
financial statement disclosures. SFAS No. 142 adopts a more aggregate view of
goodwill and bases the accounting for goodwill on the units of the combined
entity into which an acquired entity is integrated. In addition, SFAS No. 142
concludes that goodwill and intangible assets that have indefinite useful lives
will not be amortized but rather will be tested at least annually for
impairment. Intangible assets that have finite lives will continue to be
amortized over their useful lives. SFAS No. 141 is effective for all business
combinations initiated after June 30, 2001. The adoption of SFAS No. 142 is
required for fiscal years beginning after December 15, 2001 (the year 2002 for
the Company), except for the nonamortization and amortization provisions which
are required for goodwill and intangible assets acquired after June 30, 2001.
The Company believes that the adoption of SFAS No. 141 and SFAS No. 142 will not
have a material impact on the Company's financial position or results of
operation.

In October 2001, the Financial Accounting Standards Board issued SFAS
No. 144, ACCOUNTING FOR THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS. SFAS
No. 144 supersedes previous guidelines for financial accounting and reporting
for the impairment or disposal of long-lived assets and for segments of a
business to be disposed of. The adoption of SFAS No. 144 on January 1, 2002 did
not have a material impact on the Company's financial position or results of
operations.

F-12

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 2--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform with the
current year's presentation format. Such reclassifications are not considered
material to the consolidated financial statements.

NOTE 3--RECEIVABLES

Receivables consist of the following:

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

Trade receivables (of which $1,747 and $967, respectively,
collateralize short-term borrowings with Spanish financial
institutions)............................................. $6,397 $4,807
VAT, income and social security taxes receivable............ 584 214
Other....................................................... 22 184
------ ------
7,003 5,205
Less-allowance for doubtful accounts........................ (66) (70)
------ ------
$6,937 $5,135
====== ======

NOTE 4--INVENTORIES

Inventories consist of the following:

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

Raw materials............................................... $1,387 $ 692
Finished goods.............................................. 1,230 1,196
------ ------
2,617 1,888
Less-allowance for slow moving inventory.................... (54) (61)
------ ------
$2,563 $1,827
====== ======

F-13

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 5--FIXED ASSETS

Fixed assets consist of the following:

DECEMBER 31.
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

Land........................................................ $ 790 $ 830
Buildings and improvements.................................. 3,008 2,607
Equipment................................................... 3,168 1,843
Furniture and fixtures...................................... 692 610
Leasehold improvements...................................... 44 44
Equipment under capital lease............................... -- 27
------- -------
7,702 5,961
Less-accumulated depreciation............................... (2,107) (1,822)
------- -------
$ 5,595 $ 4,139
======= =======

Depreciation expense of approximately $139,000, $72,000 and $43,000 has been
charged to operations as a component of depreciation and amortization expense on
the Consolidated Statements of Operations for the years ended December 31, 2001,
2000 and 1999, respectively. The Company has included depreciation totaling
approximately $324,000, $260,000 and $203,000 in cost of sales during the years
ended December 31, 2001, 2000 and 1999, respectively.

Net book value of equipment under capital lease was $0 and approximately
$1,000 at December 31, 2001 and 2000, respectively.

NOTE 6--DRUG LICENSES AND RELATED COSTS

Drug licenses and related costs consist of the following:

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

Drug licenses and related costs............................. $12,245 $12,269
Less-accumulated amortization............................... (1,969) (1,290)
------- -------
$10,276 $10,979
======= =======

In November 2000, Laboratorios Belmac entered into an agreement to sell the
trademark, registration rights and dossier for its branded pharmaceutical
product, Controlvas(R), for 950 million Spanish Pesetas (approximately
$5,148,000). Laboratorios Belmac received a 50% deposit from the purchaser in
November 2000, which was reflected as deferred income in the Consolidated
Balance Sheet as of December 31, 2000. The sale closed in February, 2001,
resulting in a gain of approximately $4,977,000 being recognized in the year
ended December 31, 2001.

In June 2001, Laboratorios Belmac agreed to sell the trademark, registration
rights and dossier for its pharmaceutical product, Amantadine(R), to a third
party for 30 million Spanish Pesetas (approximately $153,000). A deposit of
11 million Spanish Pesetas (approximately $56,000) was received

F-14

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 6--DRUG LICENSES AND RELATED COSTS (CONTINUED)
from the purchaser in June 2001 and a second payment of 11 million Spanish
Pesetas was received upon approval of the transfer of the rights to the
purchaser by the Spanish Ministry of Health, which occurred during the quarter
ended September 30, 2001, resulting in a recognized pre-tax gain of
approximately $73,000. The remaining 8 million Spanish Pesetas (approximately
$41,000) is payable over the next five years, in the form of a royalty
arrangement.

The Company acquired the rights to market and manufacture in Spain, the
product and trademark Codeisan(R) from Abello, a subsidiary of Merck &
Co., Inc. during the year ended December 31, 2000 for 986 million Spanish
Pesetas (approximately $5,200,000). The brand line consists of tablet and liquid
presentations, which is marketed and promoted by the Laboratorios Belmac sales
force. Also acquired in the transaction was the associated manufacturing
equipment.

On February 11, 1999, the Company acquired rights to certain U.S. and
international patents and related technology (the "Assets") covering methods to
enhance the absorption of drugs delivered to biological tissues. Consideration
for the Assets was paid to Yungtai Hsu, an individual, in the form of a cash
payment of approximately $1.1 million, approximately 226,000 shares of Common
Stock and ten-year warrants to purchase 450,000 shares of common stock. In
addition, approximately 359,000 shares of Common Stock were conveyed to Conrex
Pharmaceutical Corporation. The total of all consideration paid for the Assets
was approximately $2,600,000. Furthermore, terms of this transaction provide for
certain royalty payments upon commercialization of products using the
technologies.

Belmac Hygiene, Inc., a wholly owned subsidiary of the Company, entered into
a 50/50 partnership in March 1994 with Maximed Corporation ("Maximed") to
develop and market feminine healthcare products. Maximed contributed the
hydrogel-based technology and the Company, through its subsidiary, was
responsible for providing financing and funding of the partnership's activities.
In December 1994, the Company commenced litigation against Maximed and was
awarded a judgment in the amount of $7.68 million in 1998, which was affirmed by
the U.S. Court of Appeals. The Company attempted to collect the judgment, but
was unable to obtain cash from Maximed to satisfy the judgment. Consequently,
the Company decided to seek assignment of the technology and related patents in
an effort to satisfy the judgment. As a result, the technology and patents were
assigned to the Company in October 1999 and the Company treated such assignment
as a distribution from the partnership. The Company estimated the value of the
patents and technology to be approximately $550,000 and recorded these assets as
Drug licenses and related costs, net during the year ended December 31, 1999.
The Company recorded no gain or loss as a result of this assignment. Management
has determined that no reserve for impairment in value on these assets is
necessary at December 31, 2001. The partnership is not currently engaged in
business activities, nor does the Company anticipate that it will engage in any
business activities in the future.

Amortization expense for drug licenses and related costs was approximately
$772,000, $508,000 and $516,000 for the years ended December 31, 2001, 2000 and
1999, respectively.

NOTE 7--RELATED PARTY NOTES

The Company provided loans to each of Messrs. Murphy, Price and Gyurik, who
are executive officers of the Company, in the amounts of $250,000, $50,000 and
$140,000, respectively, in March 2000, which Messrs. Murphy, Price and Gyurik
used to pay income taxes on equity-based compensation received in the prior
year. In December 2001, the Compensation Committee of the Company's Board of
Directors agreed to amend the loan agreements resulting in the forgiveness of

F-15

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 7--RELATED PARTY NOTES (CONTINUED)
principal and accrued interest totaling approximately $56,000, $11,000 and
$31,000, due from Messrs. Murphy, Price and Gyurik, respectively. The amounts
forgiven were applied first to unpaid accrued interest and then to principal.
These amounts were recorded as compensation expense during the year ended
December 31, 2001 and treated as taxable income to the respective executives.
The remaining loan balances, which bear interest at 2.37% annually, mature in
March 2003 and are secured by 24,900, 5,400 and 14,200 shares of the Company's
Common Stock owned by Messrs. Murphy, Price and Gyurik, respectively, as of
December 31, 2001. Accrued interest on such loans totals approximately $1,000
and $23,000 at December 31, 2001 and 2000, respectively.

In January 2002, the Compensation Committee of the Company's Board of
Directors agreed to amend the loan agreements, resulting in the forgiveness of
principal and accrued interest totaling approximately the same amounts as in
December 2001 and the reduction in the number of shares collateralizing the
remaining loan amounts to 18,700, 4,000 and 10,700 shares of the Company's
Common Stock owned by Messrs. Murphy, Price and Gyurik, respectively. These
amounts were recorded as compensation expense during the year ended
December 31, 2002 and treated as taxable income to the respective executives.

The Company has included the current portion of approximately $98,000 in
prepaid expenses and other current assets and the non-current portion of
approximately $294,000 in other non-current assets in the Consolidated Balance
Sheet as of December 31, 2001. The balance outstanding at December 31, 2000 of
approximately $463,000 has been included in other non-current assets.

NOTE 8--ACCRUED EXPENSES

Accrued expenses consist of the following:

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

Foreign income taxes payable................................ $ 596 $ 13
Provision for sales returns................................. 402 53
Accrued payroll............................................. 698 269
Other accrued expenses...................................... 794 633
------ ----
$2,490 $968
====== ====

F-16

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9--DEBT

Short-term borrowings consist of the following:

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

Trade receivables discounted with a Spanish financial
institution, with recourse, effective interest rate is
5.9% and 6.0%, respectively............................... $1,747 $ 967
Revolving lines of credit payable to Spanish financial
institutions, average interest rate is 5.3% and 6.0%,
respectively.............................................. 10 1,480
------ ------
$1,757 $2,447
====== ======

The weighted average stated interest rate on short-term borrowings
outstanding at December 31, 2001 and 2000 was 5.9% and 6.0%, respectively.

The Company has revolving lines of credit with Spanish financial
institutions, which lines total $4,627,000 at December 31, 2001. The lines are
scheduled to mature on various dates through November 30, 2002 and are
renewable. At December 31, 2001, advances outstanding under the lines of credit
were approximately $10,000. The weighted average interest rate at December 31,
2001 and 2000 was 5.3% and 6.0%, respectively, and interest is payable
quarterly.

Long-term debt consists of the following:

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

Loan payable to Spanish government, net of unamortized
discount of $72,000....................................... $142 $ --
Loans payable to Spanish financial institutions............. -- 1,360
Capitalized lease obligations relating to equipment......... -- 1
---- -----
142 1,361
Less-current portion........................................ -- (738)
---- -----
Total long-term debt...................................... $142 $ 623
==== =====

In December 2001, the Company entered into a loan agreement with the Spanish
government as part of a research funding program. The loan is non-interest
bearing and is payable in equal annual installments of approximately $30,600
beginning in 2005. Accordingly, the Company has imputed interest at the market
rate in Spain (6%) and recorded a discount on the obligation of $72,000 and has
classified the obligation at December 31, 2001 as non-current. The discount will
be amortized over the ten-year term of the loan.

Loans payable to Spanish financial institutions were entered into in
March 2000 to finance the acquisition of the Codeisan(R) drug license. The terms
of the loans called for repayment over three years at an average interest rate
of 6%. In September 2001 the loans were repaid using the proceeds from the sale
of the Controlvas(R) drug license (see Note 6).

F-17

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 9--DEBT (CONTINUED)
In February 1996, the Company publicly sold 6,900 Units at $1,000 per Unit.
Each Unit consisted of One Thousand Dollars ($1,000) Principal Amount 12%
Convertible Senior Subordinated Debenture due February 13, 2006 and 1,000
Class A Redeemable Warrants, each to purchase one share of Common Stock and one
Class B Redeemable Warrant. Two Class B Redeemable Warrants entitle a holder to
purchase one share of Common Stock at $5.00 per share. During the year ended
December 31, 2000, holders of the Company's 12% Debentures, converted all 7,254
of such Debentures, with a net carrying value of approximately $5,669,000, into
approximately 2,901,000 shares of Common Stock. Interest on the Debentures was
payable quarterly.

For financial reporting purposes, the $1,000 purchase price of each Unit was
allocated as follows: $722 to the Debenture, $224 to the conversion discount
feature of the Debenture and $54 to the 1,000 Class A Warrants. None of the Unit
purchase price was allocated to the Class B Warrants. Such allocation was based
upon the relative fair value of each security on the date of issuance. Such
allocation resulted in recording a discount on the Debentures of approximately
$1,900,000. The original issue discount and the costs related to the issuance of
the Debentures was being amortized to interest expense using the effective
interest method over the lives of the related Debentures until the date that
such Debentures were converted into shares of Common Stock. The remaining
unamortized original issue discount and related issuance costs were recorded an
offset to Additional Paid-in Capital at the time of conversion. The effective
interest rate on the Debentures was 18.1%.

On May 29, 1996, the Debentures and Class A Redeemable Warrants began
trading separately. The expiration date of the Class A Warrants was extended to
August 16, 1999. The expiration date of the underlying Class B Warrants was
subsequently extended to December 31, 2002.

NOTE 10--PREFERRED STOCK

The Company has 2,000,000 shares of $1.00 Preferred Stock authorized for
issuance. As of December 31, 2001 and 2000, no shares of Preferred Stock were
outstanding.

NOTE 11--STOCKHOLDERS' EQUITY

At December 31, 2001 the Company had the following Common Stock reserved for
issuance under various plans and agreements (in thousands):

COMMON SHARES
-------------

For exercise of stock purchase warrants..................... 3,424
For exercise of outstanding stock options................... 2,937
For future stock option grants.............................. 1,006
-----
7,367
=====

The Company has never paid any dividends on its Common Stock. The current
policy of the Board of Directors is to retain earnings to finance the operation
of the Company's business. Accordingly, it is anticipated that no cash dividends
will be paid to the holders of the Common Stock in the foreseeable future.

F-18

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11--STOCKHOLDERS' EQUITY (CONTINUED)
STOCK PURCHASE WARRANTS

At December 31, 2001, warrants to purchase an aggregate of approximately
3,424,000 shares of Common Stock were outstanding, which were exercisable at
prices ranging from $1.50 to $20.00 per share, of which 400,000 warrants have an
exercise price of $1.50 per share, approximately 3,004,000 warrants have an
exercise price of $5.00 per share and 20,000 warrants have an exercise price of
$20.00 per share. The warrants expire on various dates from December 2002
through December 2009.

During the year ended December 31, 2001, underwriter's Class A Warrants were
exercised to acquire 460,000 shares of Common Stock and 460,000 underwriter's
Class B Warrants. Approximately 8,400 Class B Warrants and 150,000 other stock
purchase warrants were exercised during 2001 to acquire an aggregate of 154,200
shares of Common Stock. The Company received net cash proceeds of approximately
$1,776,000 from all such exercises during the year ended December 31, 2001.

During the year ended December 31, 2000, approximately 197,000 Class B
Warrants were exercised to acquire approximately 98,500 shares of Common Stock.
Approximately 670,000 of other stock purchase warrants were also exercised to
acquire approximately 670,000 shares of Common Stock, and Underwriter's Warrants
were exercised to acquire 460 Debentures and 460,000 underwriter's Class A
Warrants. The Company received net cash proceeds of approximately $2,843,000
from all such exercises during the year ended December 31, 2000.

During the year ended December 31, 1999, the Company issued warrants to
purchase an aggregate of 450,000 shares of Common Stock at $1.50 per share as
partial consideration for the purchase of permeation enhancement technology (see
Note 6), of which 50,000 were exercised during 1999. During the year ended
December 31, 1999, the Company also issued Class B Warrants to purchase 659,000
shares of Common Stock for $5.00 per share. In addition, Class A Warrants were
exercised during the year ended December 31, 1999 to acquire approximately
859,000 shares of Common Stock and approximately 859,000 Class B Warrants,
resulting in net cash proceeds to the Company of approximately $2,600,000.
Warrants to purchase approximately 1,322,000 shares of Common Stock (including
approximately 1,252,000 Class A Warrants) expired unexercised during the year
ended December 31, 1999.

In addition, the Company has granted warrants in connection with various
services. These warrants have been granted for terms not exceeding ten years
from the date of grant.

F-19

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11--STOCKHOLDERS' EQUITY (CONTINUED)
The table below summarizes warrant activity for the years ended
December 31, 1999, 2000 and 2001.

WEIGHTED
NUMBER OF AVERAGE EXERCISE
COMMON SHARES PRICE PER SHARE
-------------- -----------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Outstanding at December 31, 1998........................... 5,928 $3.84
Granted.................................................. 1,109 $3.58
Exercised................................................ (909) $2.92
Canceled................................................. (1,322) $3.05
------
Outstanding at December 31, 1999........................... 4,806 $4.17
Exercised................................................ (768) $2.93
------
Outstanding at December 31, 2000........................... 4,038 $4.41
Exercised................................................ (614) $2.89
------
Outstanding at December 31, 2001........................... 3,424 $4.68
======

COMMON STOCK TRANSACTIONS

During the year ended December 31, 2001, the Company issued approximately
460,000 shares of Common Stock as a result of the exercise of underwriter's
Class A Warrants, approximately 4,200 shares of Common Stock upon exercise of
Class B Warrants, approximately 150,000 shares of Common Stock upon exercise of
150,000 other stock purchase warrants, approximately 16,900 shares of Common
Stock upon exercise of stock purchase options, and approximately 40,000 shares
of Common Stock as compensation in lieu of cash. General and administrative
expenses for the years ended December 31, 2001, 2000 and 1999 include $160,000,
$39,000 and $82,000, respectively, of non-cash equity-based compensation.
Research and development expenses for the years ended December 31, 2001, 2000
and 1999 include $102,000, $30,000 and $143,000, respectively, of non-cash
equity-based compensation.

During the year ended December 31, 2000, the Company issued approximately
98,500 shares of Common Stock as a result of the exercise of approximately
197,000 Class B Warrants, approximately 670,000 shares of Common Stock upon
exercise of other stock purchase warrants, approximately 14,000 shares of Common
Stock upon exercise of stock purchase options and approximately 2,901,000 shares
of Common Stock upon conversion of 7,254 of the Company's 12% Convertible
Debentures.

During the year ended December 31, 1999, the Company issued approximately
585,000 shares of Common Stock as partial consideration for the acquisition of
permeation enhancement technology, approximately 859,000 shares of Common Stock
as a result of the exercise of approximately 859,000 Class A Warrants,
approximately 77,000 shares of Common Stock upon conversion of 193 of the
Company's 12% Convertible Debentures, 150,000 shares of Common Stock as
compensation in lieu of cash, 66,000 shares of Common Stock for consulting fees
earned in 1996, 1997 and 1998 and 50,000 shares of Common Stock upon exercise of
other stock purchase warrants.

F-20

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11--STOCKHOLDERS' EQUITY (CONTINUED)
STOCK OPTION PLANS

The Company has in effect Stock Option Plans (the "Plans"), pursuant to
which directors, officers, and employees of the Company are eligible to receive
grants of options for the Company's Common Stock. Approximately 3,943,000 shares
of Common Stock have been reserved for issuance under the Plans, of which
approximately 943,000 are outstanding under the 1991 Plan, approximately 494,000
are outstanding under the 2001 Employee and Director Plans and 1,500,000 are
outstanding under the Executive Plan as of December 31, 2001. Options may be
granted for terms not exceeding ten years from the date of grant except for
stock options which are granted to persons owning more than 10% of the total
combined voting power of all classes of stock of the Company. For these
individuals, options may be granted for terms not exceeding five years from the
date of grant. Options may not be granted at a price which is less than 100% of
the fair market value on the date the options are granted (110% in the case of
persons owning more than 10% of the total combined voting power of the Company).
Options granted under the Plans generally vest over one, two or three years.
Options to purchase 16,900 and 14,000 shares of Common Stock were exercised
during the years ended December 31, 2001 and 2000, respectively, resulting in
net cash proceeds of approximately $51,000 and $35,000, respectively. No such
options were exercised during the year ended December 31, 1999.

Had the compensation cost for the Plans been determined based on the fair
value at the grant dates for awards under the Plans, consistent with the method
described in SFAS 123, the Company's net income (loss) and basic and diluted net
income (loss) per common share on a pro forma basis would have been:

YEAR ENDED DECEMBER 31,
---------------------------------------
2001 2000 1999
----------- ----------- -----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Net loss......................................... $ (679) $(3,299) $(1,365)
Basic and diluted net loss per common share...... $ (.05) $ (.25) $ (.15)

The preceding pro forma results were calculated using the Black-Scholes
option-pricing model. The following assumptions were used for the years ended
December 31, 2001, 2000 and 1999, respectively: (1) risk-free interest rates of
5.2%, 6.6% and 5.8%, respectively; (2) dividend yields of 0.0%; (3) expected
lives of 10 years; and (4) volatility of 140.8%, 126.9% and 90.0%, respectively.
The weighted average fair value of options granted during the years ended
December 31, 2001, 2000 and 1999 was $3.72, $4.48 and $2.62, respectively.
Results may vary depending on the assumptions applied within the model.

F-21

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11--STOCKHOLDERS' EQUITY (CONTINUED)
The table below summarizes activity in the Company's Plans for the years
ended December 31, 1999, 2000 and 2001.

NUMBER OF WEIGHTED AVERAGE
COMMON SHARES EXERCISE PRICE
---------------- ------------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)

Outstanding at December 31, 1998........................... 1,823 $ 5.64
Granted.................................................. 105 2.98
Canceled................................................. (1) 2.75
-----
Outstanding at December 31, 1999........................... 1,927 5.50
Granted.................................................. 570 7.56
Exercised................................................ (14) 2.52
Canceled................................................. (26) 113.96
-----
Outstanding at December 31, 2000........................... 2,457 4.87
Granted.................................................. 553 6.04
Exercised................................................ (17) 3.00
Canceled................................................. (56) 9.66
-----
Outstanding at December 31, 2001........................... 2,937 $ 5.00
=====

The table below summarizes options outstanding and exercisable at
December 31, 2001:

OPTIONS CURRENTLY
OPTIONS OUTSTANDING EXERCISABLE
------------------------------------------------------------- --------------------
WEIGHTED WEIGHTED WEIGHTED
RANGE OF NUMBER AVERAGE AVERAGE NUMBER AVERAGE
EXERCISE OF EXERCISE REMAINING LIFE OF EXERCISE
PRICES OPTIONS PRICE (YEARS) OPTIONS PRICE
--------------------- --------- -------- -------------- --------- --------

$1.50-$2.89.......... 659,000 $ 2.78 4.8 659,000 $ 2.78
3.00-3.75............ 681,000 3.63 4.5 681,000 3.63
4.73................. 500,000 4.73 4.3 500,000 4.73
5.25-5.88............ 211,000 5.84 8.4 150,000 5.88
6.00-6.38............ 439,000 6.01 9.3 10,000 6.38
7.10-7.90............ 289,000 7.51 8.7 159,000 7.41
8.00-10.75........... 98,000 9.29 8.5 98,000 9.29
11.25-22.50.......... 57,000 16.15 4.5 57,000 16.15
45.00................ 3,000 45.00 1.1 3,000 45.00
--------------------- --------- ------ --- --------- ------
$1.50-$45.00......... 2,937,000 $ 5.00 6.1 2,317,000 $ 4.64
===================== ========= ====== === ========= ======

Options and warrants outstanding include approximately 3,424,000 warrants,
all of which are exercisable, and approximately 2,937,000 options, of which
approximately 2,317,000 are vested and exercisable at December 31, 2001.

401(K) RETIREMENT PLAN

The Company sponsors a 401(k) retirement plan (the "401(k) Plan") under
which eligible employees may contribute, on a pre-tax basis, between 1% and 15%
of their respective total annual

F-22

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 11--STOCKHOLDERS' EQUITY (CONTINUED)
income from the Company, subject to maximum aggregate annual contribution
imposed by the Internal Revenue Code of 1986, as amended. All full-time
employees who work for the Company in the U.S. are eligible to participate in
the 401(k) Plan. All employee contributions are allocated to the employee's
individual account and are invested in various investment options as directed by
the employee. Employees' cash contributions are fully vested and nonforfeitable.
The Company made matching contributions to the 401(k) Plan during the year ended
December 31, 2001 in the form of approximately 13,658 shares of the Company's
Common Stock valued at approximately $83,000. The Company made matching cash
contributions to the 401(k) Plan for the year ended December 31, 2000 of
approximately $2,500 and in the form of approximately 7,000 shares of the
Company's Common Stock valued at approximately $57,000. The Company made
matching cash contributions to the 401(k) Plan for the year ended December 31,
1999 of approximately $27,000. All Company matching contributions vest 25% each
year for the first four years of each employee's employment.

STOCKHOLDER RIGHTS PLAN

On December 22, 1999, the Board of Directors adopted a stockholder rights
plan pursuant to which a dividend of one right for each outstanding share of the
Company's Common Stock on the record date of December 27, 1999 was declared. The
plan is designed to prevent a potential acquirer from gaining control of the
Company without fairly compensating all of the Company's stockholders and to
protect the Company from coercive takeover attempts. Each of the rights, which
are not currently exercisable, entitles the holder to purchase one
one-thousandth of a share of Series A Junior Participating Preferred Stock at an
exercise price of $16.50. The rights will become exercisable only if a person or
group of affiliated persons beneficially acquire(s) 15% or more of the Company's
Common Stock. Under certain circumstances, each holder of a right (other than
the person or group who acquired 15% or more of the Company's Common Stock) is
entitled to purchase a defined number of shares of the Company's Common Stock at
50% of the market price of the Common Stock at the time that the right becomes
exercisable.

NOTE 12--PROVISION FOR INCOME TAXES

For all periods presented the income (loss) before income taxes as shown in
the consolidated statements of operations consists of losses generated in the
United States and income derived from foreign operations.

The provision (benefit) for income taxes consists of the following:

FOR THE YEAR ENDED DECEMBER 31,
---------------------------------
2001 2000 1999
--------- --------- ---------
(IN THOUSANDS)

Foreign taxes........................................ $2,452 $ 222 $ 781
Tax benefit from US operating losses................. (954) (657) (678)
Federal and state deferred taxes..................... (898) 1,162 (1,042)
Change in valuation allowance........................ 1,852 (505) 1,720
------ ------ -------
Total provision for income taxes................. $2,452 $ 222 $ 781
====== ====== =======

F-23

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12--PROVISION FOR INCOME TAXES (CONTINUED)
A reconciliation between the federal statutory rate and the Company's
effective income tax rate is as follows:

FOR THE YEAR ENDED DECEMBER 31
--------------------------------------
2001 2000 1999
-------- -------- --------

Statutory federal income tax (benefit)................ $1,296 $(178) $(105)
Permanent differences from foreign subsidiary......... 202 (257) 208
Valuation allowance................................... 954 657 678
------ ----- -----
$2,452 $ 222 $ 781
====== ===== =====

The components of the Company's deferred taxes are as follows:

DECEMBER 31,
-------------------
2001 2000
-------- --------
(IN THOUSANDS)

Deferred tax assets:
NOL carryforwards......................................... $14,075 $12,651
Capital loss carryforwards................................ 10,799 10,641
Disposition of subsidiary................................. 6,850 6,750
Foreign tax on deferred income............................ 141 851
Tax credit carryforwards.................................. 415 415
Other, net................................................ 603 428
------- -------
Total deferred tax assets............................... 32,883 31,736

Deferred tax liabilities.................................... (275) (270)
Valuation allowance......................................... (32,467) (30,615)
======= =======
Deferred tax asset, net..................................... $ 141 $ 851
======= =======

The Company has established a valuation allowance equal to the full amount
of the domestic deferred tax asset, as future domestic operating profits cannot
be assured. The Company has a current deferred tax asset of $141,000 and a
non-current tax liability of $1,827,000 due to temporary differences arising as
a result of the Company's Spanish subsidiary recording the gain on the sale of
Controlvas(R) and the corresponding taxes for Spanish statutory purposes during
the year ended December 31, 2000. The deferred tax asset is a result of taxes
that related to deferred income and the tax liability results from taxes that
will be payable in Spain beginning in 2004.

Under the provisions of the Internal Revenue Code, certain substantial
changes in the Company's ownership may have limited, or may limit in the future,
the amount of net operating loss (the "NOL") carryforwards which could be
utilized annually to offset future taxable income and income tax liabilities.
The amount of any annual limitation is determined based upon the Company's value
prior to an ownership change.

At December 31, 2001, the Company has NOL carryforwards of approximately
$36,047,000 available to offset U.S. taxable income. The Company calculates that
its use of the NOL generated through December 31, 1997 may be limited to
approximately $1,000,000 each year as a result of stock option and warrant
issuances resulting in an ownership change of more than 50% of the Company's

F-24

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 12--PROVISION FOR INCOME TAXES (CONTINUED)
outstanding equity. The NOL of approximately $3,200,000 generated during the tax
year ended December 31, 1998 is available to offset future taxable income along
with the 1999, 2000 and 2001 losses without limitation. Additionally,
approximately $1,800,000 of the NOL generated in 1995 available to offset future
U.S. taxable income will be limited to approximately $300,000 per year over the
subsequent six years due to the change in tax year end during 1995. If not
offset against future taxable income, the NOL carryforwards will expire in tax
years 2007 through 2022.

NOTE 13--BUSINESS SEGMENT INFORMATION

The Company is a U.S.-based specialty pharmaceutical company focused on
advanced drug delivery technologies and pharmaceutical products. The Company
also has a commercial presence in Europe. The Company's Spanish subsidiaries,
Laboratorios Belmac S.A. and Laboratorios Davur S.L., manufacture and market
branded and generic pharmaceutical products in Spain. In the U.S., the Company's
activities consist primarily of limited product research and development,
business development activities, corporate management, and administration.

Laboratorios Belmac and its subsidiaries derive its revenues from the sales
of its own products as well as from product manufacturing for others, within
four primary therapeutic categories of cardiovascular, gastrointestinal,
infectious and neurological diseases.

Set forth in the tables below is certain financial information with respect
to the Company's geographical segments for the years ended December 31, 2001,
2000 and 1999. The geographical segments use the same accounting policies as
those described in the summary of significant accounting policies in Note 2.

YEAR ENDED DECEMBER 31, 2001
(IN THOUSANDS)
----------------------------------------
CORPORATE/
CONSOLIDATION/
SPAIN ELIMINATION CONSOLIDATED
-------- -------------- ------------

Net sales.................................................. $26,411 $ -- $26,411
Interest income............................................ 27 141 168
Interest expense........................................... 244 -- 244
Depreciation and amortization expense...................... 523 388 911
Income (loss) before income taxes.......................... 6,618 (2,805) 3,813
Income tax expense......................................... 2,452 -- 2,452
Net income (loss).......................................... 4,166 (2,805) 1,361
Fixed assets............................................... 5,427 168 5,595
Drug licenses.............................................. 6,663 3,613 10,276
Total assets............................................... 24,890 7,229 32,119
Total liabilities.......................................... 10,974 721 11,695
Expenditures for drug licenses/delivery technology......... 412 72 484
Expenditures for fixed assets.............................. 2,029 40 2,069

F-25

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 13--BUSINESS SEGMENT INFORMATION (CONTINUED)

YEAR ENDED DECEMBER 31, 2000
(IN THOUSANDS)
----------------------------------------
CORPORATE/
CONSOLIDATION/
SPAIN ELIMINATION CONSOLIDATED
-------- -------------- ------------

Net sales.................................................. $18,487 $ 130 $18,617
Interest income............................................ 16 331 347
Interest expense........................................... 205 234 439
Depreciation and amortization expense...................... 235 345 580
Income (loss) before income taxes.......................... 1,408 (1,931) (523)
Income tax expense......................................... 222 -- 222
Net income (loss).......................................... 1,186 (1,931) (745)
Fixed assets............................................... 3,959 180 4,139
Drug licenses.............................................. 7,135 3,844 10,979
Total assets............................................... 19,896 8,981 28,877
Total liabilities.......................................... 10,567 494 11,061
Expenditures for drug licenses/delivery technology......... 5,518 42 5,560
Expenditures for fixed assets.............................. 957 57 1,014

YEAR ENDED DECEMBER 31, 1999
(IN THOUSANDS)
----------------------------------------
CORPORATE/
CONSOLIDATION/
SPAIN ELIMINATION CONSOLIDATED
-------- -------------- ------------

Net sales.................................................. $20,249 $ -- $20,249
Interest income............................................ -- 244 244
Interest expense........................................... 147 1,021 1,168
Depreciation and amortization expense...................... 289 270 559
Income (loss) before income taxes.......................... 1,686 (1,995) (309)
Income tax expense......................................... 781 -- 781
Net income (loss).......................................... 905 (1,995) (1,090)
Fixed assets............................................... 3,512 172 3,684
Drug licenses.............................................. 1,709 4,098 5,807
Total assets............................................... 11,739 10,498 22,237
Total liabilities.......................................... 4,499 6,164 10,663
Expenditures for drug licenses/delivery technology......... 440 1,335 1,775
Expenditures for fixed assets.............................. 799 170 969

Interest income and interest expense are based upon the actual results of
each operating segment's assets and borrowings. The consolidation/elimination
column includes the elimination of all inter-segment amounts as well as
corporate segment amounts. The principal component of the inter-segment amounts
related to inter-segment advances.

Revenues from one customer exceeded 10% of consolidated net sales during the
year ended December 31, 2001, accounting for 15% of 2001 consolidated net sales
and 7.5% of the consolidated receivables balance at December 31, 2001. Revenues
from one customer exceeded 10% of consolidated net sales during the year ended
December 31, 2000, accounting for 14% of 2000 consolidated net sales. Revenues
from two customers exceeded 10% of consolidated net sales during the year ended
December 31, 1999, each accounting for 13% of 1999 consolidated net sales.

F-26

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 14--COMMITMENTS AND CONTINGENCIES

The Company is obligated to pay certain royalty payments upon
commercialization of products using technologies acquired in a transaction,
which it consummated during the year ended December 31, 1999 (see Note 6).

The Company has entered into various employment agreements with its
executive officers, which agreements provide for salaries, potential bonuses and
other benefits in exchange for services provided by the executive officers. The
employment agreements also provide for certain compensation in the event of
termination or change in control of the Company. Such agreements, which are
renewable, are scheduled to expire on various dates through December 31, 2003.

The Company was awarded a judgment of approximately $2,130,000 in the
Circuit Court of the Thirteenth Judicial Circuit, State of Florida, Hillsborough
County Civil Division during the year ended December 31, 1998, relating to its
claims of civil theft and breach of employment agreement filed against its
former President and Chief Executive Officer, Michael M. Harshbarger. The
judgment included treble damages totaling $418,000 related to the civil theft
claim and $1,712,000 related to the breach of employment agreement claim.
Harshbarger originally filed suit against the Company in November 1993, alleging
wrongful termination, seeking monetary damages in excess of $1,400,000. In
addition to establishing a receivable on the Company's books, it has established
a reserve equal to the receivable, as it is of the opinion that Harshbarger does
not have the financial resources to satisfy the judgment. Harshbarger filed a
Motion for Relief From Judgment in September 1999, alleging among other things
that he was not provided notice of the August 24, 1998 jury trial. A hearing was
held on November 27, 2001 to determine the merits of Harshbarger's claims. The
judge determined that the facts of the case did not warrant setting aside the
default and judgment against Harshbarger and denied all of Harshbarger's
motions. Harshbarger did not file a notice of appeal within the requisite time
period, therefore, the Company considers that this matter has been concluded and
expects no further action other than any action it may take to enforce the
judgment.

On January 22, 2001, the Company settled a legal dispute, by paying $140,000
to Creative Technologies, Inc. and Creative Technologies, Inc. agreed to the
dismissal of the related suit with prejudice. Creative Technologies had asserted
that it was due a brokerage or finder's fee with respect to the Company's 1999
acquisition of permeation enhancement technology. The Company included the
accrual for the $140,000 charge in its Consolidated Balance Sheet as of
December 31, 2000 and included the $140,000 charge and related legal costs of
approximately $55,000 in operating expenses in the Consolidated Statement of
Operations for the year ended December 31, 2000.

On February 4, 2002, the Company was notified that a legal proceeding had
been commenced against it by Merck & Co. Inc. and its Spanish subsidiary, Merck
Sharp & Dohme de Espana, S.A., (together "Merck") alleging that the Company
violated Merck's patents in the production of the product simvastatin. The case
was brought against the Company's Spanish subsidiaries in the 39th First
Instance Court of the City of Madrid. Merck requested after a hearing that the
court grant an injunction ordering the Company not to manufacture or market
simvastatin. On February 18, 2002, the court refused to grant the requested
injunction and dismissed the case on February 25, 2002, awarding the Company
court and legal fees. There were no sales of simvastatin included in
consolidated net sales for the year ended December 31, 2001, as the product was
launched in late January.

The Company leases certain equipment and facilities under non-cancelable
operating leases, which expire through the year 2006. Total charges to
operations under operating leases were approximately

F-27

BENTLEY PHARMACEUTICALS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

NOTE 14--COMMITMENTS AND CONTINGENCIES (CONTINUED)
$705,000, $557,000 and $442,000 for the years ended December 31, 2001, 2000 and
1999, respectively. Future minimum lease payments under operating leases are as
follows:

YEAR ENDING DECEMBER 31,
------------------------
(IN THOUSANDS)

2002................................................... $736
2003................................................... 737
2004................................................... 697
2005................................................... 683
2006 and beyond........................................ 92

F-28

-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------

No person is authorized in connection with this offering to give any
information or to make any representation not contained in this prospectus, and
if given or made, such information or representation must not be relied upon as
having been authorized by Bentley or Raymond James & Associates, Inc. This
prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any security other than the shares of common stock offered hereby nor does
it constitute an offer to sell or solicitation of an offer to buy any of the
securities offered hereby to any person by anyone in any jurisdiction in which
it is unlawful to make such offer or solicitation. Neither the delivery of this
prospectus nor any sale made hereunder shall under any circumstances create any
implication that the information contained herein is correct as of any date
subsequent to the date of this prospectus.

------------------------

TABLE OF CONTENTS

PAGE
--------

Summary.................................. 1
Risk Factors............................. 5
Cautionary Note Regarding Forward-Looking
Statements.............................. 15
Use of Proceeds.......................... 16
Price Range of Common Stock.............. 16
Capitalization........................... 17
Selected Consolidated Financial Data..... 18
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.............................. 19
Business................................. 28
Management............................... 44
Related Party Transactions............... 50
Principal Stockholders................... 51
Description of Securities................ 53
Plan of Distribution..................... 55
Legal Matters............................ 56
Experts.................................. 56
Additional Information................... 57
Information Incorporated by Reference.... 57
Index to Financial Statements............ F-1

2,500,000 SHARES OF

[LOGO]

COMMON STOCK

---------------------

PROSPECTUS

---------------------

RAYMOND JAMES

MARCH , 2002

-------------------------------------------
-------------------------------------------
-------------------------------------------
-------------------------------------------

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth all expenses, other than underwriting
discounts and commissions, payable by the Registrant in connection with the sale
of the common stock being registered. The amounts shown are estimates, except
for the registration fee.

Registration fee............................................ $ 2,273
American Stock Exchange additional listing fee.............. 22,500
NASD filing fee............................................. 3,000
Legal fees and expenses..................................... 270,000
Accounting fees and expenses................................ 90,000
Printing expenses........................................... 50,000
Miscellaneous expenses...................................... 260,000
--------
TOTAL....................................................... $697,773
========

ITEM 15. INDEMNIFICATION OF OFFICERS AND DIRECTORS.

The Registrant's Amended and Restated Certificate of Incorporation (the
"Certificate") provides that the liability of a director of the Registrant shall
be eliminated or limited to the fullest extent permitted by the Delaware General
Corporation Law. Under the Delaware General Corporation Law, the directors have
a fiduciary duty to the Registrant which is not eliminated by this provision of
the Certificate and, in appropriate circumstances, equitable remedies such as
injunctive or other forms of non-monetary relief will remain available. In
addition, each director will continue to be subject to liability under the
Delaware General Corporation Law for breach of the director's duty of loyalty to
the Registrant, for acts or omissions which are found by a court of competent
jurisdiction to be not in good faith or involving intentional misconduct, for
knowing violations of law, for actions leading to improper personal benefit to
the director, and for payment of dividends or approval of stock repurchases or
redemptions that are prohibited by the Delaware General Corporation Law. This
provision also does not affect the directors' responsibilities under any other
laws, such as the Federal securities laws or state or Federal environmental
laws. The Registrant has obtained liability insurance for its officers and
directors.

Section 145 of the Delaware General Corporation Law empowers a corporation
to indemnify its directors and officers and to purchase insurance with respect
to liability arising out of their capacity or status as directors and officers,
provided that this provision shall not eliminate or limit the liability of a
director: (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law,
(iii) arising under Section 174 of the Delaware General Corporation Law, or
(iv) for any transaction from which the director derived an improper personal
benefit. The Delaware General Corporation Law provides further that the
indemnification permitted thereunder shall not be deemed exclusive of any other
rights to which the directors and officers may be entitled under the
corporation's bylaws, any agreement, a vote of stockholders or otherwise. The
Certificate eliminates the personal liability of directors to the fullest extent
permitted by Section 102(b)(7) of the Delaware General Corporation Law and
provides that the Registrant shall fully indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding (whether civil, criminal, administrative or
investigative) by reason of the fact that such person is or was a director or
officer of the Registrant, or is or was serving at the request of the

II-1

Registrant as a director or officer of another corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise, against expenses
(including attorney's fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by such person in connection with such action,
suit or proceeding. At present, there is no pending litigation or proceeding
involving any director, officer, employee or agent as to which indemnification
will be required or permitted under the Certificate. The Registrant is not aware
of any threatened litigation or proceeding that may result in a claim for such
indemnification.

In connection with this offering, the Registrant agreed to indemnify the
placement agent against liabilities, including legal fees, that the placement
agent may incur under the Securities Act, the Exchange Act, or any other federal
or state statutory law or regulation, or at common law or otherwise in
connection with this registration statement, including the prospectus, financial
statements and schedules, and amendments and supplements to those documents,
except liabilities related to misstatements or omissions made in the
registration statement in conformity with written information furnished to us by
or on behalf of the placement agent expressly for use in the registration
statement or prospectus or any breach or violation of the representations and
warranties of the placement agent under the placement agent agreement between
the Registrant and the placement agent dated as of March , 2002.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to our directors, officers and controlling persons
pursuant to the provisions described above, or otherwise, we have been advised
that in the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than our
payment of expenses incurred or paid by our director, officer or controlling
person in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the
securities being registered for resale, we will, unless in the opinion of our
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

ITEM 16. EXHIBITS.

(a) EXHIBITS.

EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------

1.1* Form of Placement Agency Agreement

1.2* Form of Escrow Agreement

4.1 Restated Certificate of Incorporation of the Registrant
(Incorporated by reference to the Registrant's Definitive
Proxy Statement for Annual Meeting of Stockholders filed
with the Securities and Exchange Commission on May 18,
1999.)

4.2 Amended and Restated Bylaws of the Registrant (Incorporated
by reference to Appendix C to the Registrant's Definitive
Proxy Statement for Annual Meeting of Stockholders filed
with the Securities and Exchange Commission on May 18,
1999.)

4.3* Form of Common Stock Certificate

4.4 Rights Agreement, dated as of December 22, 1999, between
Bentley Pharmaceuticals, Inc. and American Stock Transfer &
Trust Company, as Rights Agent, including the form of Rights
Certificate as Exhibit B thereto (Incorporated by reference
to Exhibit 4.1 to the Registrant's Current Report on Form
8-K filed on December 27, 1999, date of earliest event
reported December 22, 1999.)

II-2

EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------

5.1* Opinion of Jenkens & Gilchrist Parker Chapin LLP regarding
the validity of the securities being registered

23.1** Consent of Deloitte & Touche LLP

23.2* Consent of Jenkens & Gilchrist Parker Chapin LLP (included
as part of Exhibit 5.1)

24 * Power of Attorney (included on page II-4 of initial filing)

------------------------

* Previously filed.

** Filed herewith.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) That for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the Registration Statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions,
Delaware General Corporation Law, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act
of 1933 and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or
controlling person of the Registrant in the successful defense of any
action, suit, or proceeding) is asserted by such director, officer, or
controlling person in connection with the securities being registered
hereunder, the Registrant will, unless in the opinion of its counsel the
question has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by it
is against public policy as expressed in the Securities Act of 1933 and will
be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on the 27th day of March, 2002.

BENTLEY PHARMACEUTICALS, INC.

By: /s/ MICHAEL D. PRICE
-----------------------------------------
Michael D. Price
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 27th day of March, 2002.

SIGNATURE TITLE
--------- -----

* Chairman, President, Chief Executive Officer
------------------------------------------- and Director (principal executive officer)
James R. Murphy

* Vice Chairman and Director
-------------------------------------------
Michael McGovern

* Senior Vice President, Chief Science Officer
------------------------------------------- and Director
Robert M. Stote

/s/ MICHAEL D. PRICE Vice President, Chief Financial Officer,
------------------------------------------- Treasurer, Secretary and Director (principal
Michael D. Price financial and accounting officer)

II-4

SIGNATURE TITLE
--------- -----

* Vice President of Pharmaceutical Development
------------------------------------------- and Director
Robert J. Gyurik

* Director
-------------------------------------------
Charles L. Bolling

* Director
-------------------------------------------
Miguel Fernandez

* Director
-------------------------------------------
William A. Packer

*By: /s/ MICHAEL D. PRICE
--------------------------------------
Michael D. Price
Attorney-in-fact

II-5

EXHIBIT INDEX

EXHIBIT
NUMBER DESCRIPTION
--------------------- -----------

1.1* Form of Placement Agency Agreement

1.2* Form of Escrow Agreement

4.3* Form of Common Stock Certificate

5.1* Opinion of Jenkens & Gilchrist Parker Chapin LLP regarding
the validity of the securities being registered

23.1** Consent of Deloitte & Touche LLP

23.2* Consent of Jenkens & Gilchrist Parker Chapin LLP (included
as part of Exhibit 5.1)

24* Power of Attorney (included on page II-4 of initial filing)

------------------------

* Previously filed.

** Filed herewith.