<PAGE>   1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE   , 1996
 
                                                     REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                                 ENAMELON, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
<TABLE>
<S>                                 <C>                                 <C>
              DELAWARE                              8090                             13-3669775
  (STATE OR OTHER JURISDICTION OF       (PRIMARY STANDARD INDUSTRIAL              (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)       CLASSIFICATION CODE NUMBER)            IDENTIFICATION NUMBER)
</TABLE>
 
              15 KIMBALL AVENUE, YONKERS, NY 10704  (914) 237-1308
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
 
            DR. STEVEN R. FOX, CHAIRMAN OF THE BOARD, ENAMELON, INC.
              15 KIMBALL AVENUE, YONKERS, NY 10704  (914) 237-1308
(NAME, ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                               AGENT FOR SERVICE)
                            ------------------------
 
                                   COPIES TO:
 
<TABLE>
<S>                                                   <C>
                  JACK BECKER, ESQ.                                    STEPHEN H. KAY, ESQ.
               SNOW BECKER KRAUSS P.C.                            SQUADRON, ELLENOFF, PLESENT &
                   605 THIRD AVENUE                                       SHEINFELD, LLP
               NEW YORK, NEW YORK 10158                                  551 FIFTH AVENUE
                 TEL: (212) 687-3860                                 NEW YORK, NEW YORK 10176
                 FAX: (212) 949-7052                                   TEL: (212) 661-6500
                                                                       FAX: (212) 697-6686
</TABLE>
 
                            ------------------------
 
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
 
     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, check the following box.  /X/
 
     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.  / /
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE
 
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
                                                            PROPOSED MAXIMUM  PROPOSED MAXIMUM
TITLE OF EACH CLASS OF                   AMOUNT TO BE        OFFERING PRICE      AGGREGATE         AMOUNT OF
SECURITIES TO BE REGISTERED               REGISTERED          PER SHARE(1)   OFFERING PRICE(1)  REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
<S>                                 <C>                    <C>               <C>               <C>
Common Stock, $.001 par value.......   2,300,000 Shs. (2)        $10.00         $23,000,000        $7,931.03
- -----------------------------------------------------------------------------------------------------------------
Representative's Warrants(3)........      200,000 Wts.           $12.00         $ 2,400,000         $ 827.59
- -----------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value.......   200,000 Shs. (4)(5)        (6)               (6)               (6)
- -----------------------------------------------------------------------------------------------------------------
     TOTAL..........................                                            $25,400,000        $8,758.62
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457 promulgated under the Securities Act of 1933, as
    amended.
(2) Includes 300,000 shares of Common Stock issuable upon exercise of the
    Underwriters' over-allotment option.
(3) Issued to the Representative of the Underwriters.
(4) Issuable upon exercise of the Representative's Warrants.
(5) Pursuant to Rule 416, this Registration Statement also covers such
    indeterminable additional shares as may become issuable as a result of
    anti-dilution adjustment in accordance with the terms of the
    Representative's Warrants.
(6) Pursuant to Rule 457(g), no additional registration fee is required for
    these shares.
                            ------------------------
 
     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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
===============================================================================
<PAGE>   2
 
                                 ENAMELON, INC.
 
                             CROSS REFERENCE SHEET
 
<TABLE>
<CAPTION>
                       ITEM NO.
                  CAPTION IN FORM S-1                        LOCATION IN PROSPECTUS
      -------------------------------------------  -------------------------------------------
<C>   <S>                                          <C>
  1.  Forepart of the Registration Statement and
      Outside Front Cover Page of Prospectus.....  Outside Front Cover Page.
  2.  Inside Front and Outside Back Cover Pages
      of Prospectus..............................  Inside Front and Outside Back Cover Pages.
  3.  Summary Information, Risk Factors and Ratio
      of Earnings To Fixed Charges...............  Prospectus Summary; Risk Factors.
  4.  Use of Proceeds............................  Use of Proceeds.
  5.  Determination of Offering Price............  Underwriting.
  6.  Dilution...................................  Dilution.
  7.  Selling Security Holders...................  *
  8.  Plan of Distribution.......................  Underwriting.
  9.  Description of Securities to be
      Registered.................................  Description of Securities.
 10.  Interest of Named Experts and Counsel......  Legal Matters; Experts.
 11.  Information with Respect to the
      Registrant.................................  Business; Business -- Properties;
                                                   Business -- Legal Proceedings; Financial
                                                   Statements; Selected Financial Data;
                                                   Management's Discussion and Analysis of
                                                   Financial Condition and Results of
                                                   Operation; Management;
                                                   Management -- Executive Compensation;
                                                   Principal Stockholders; Certain
                                                   Transactions.
 12.  Disclosure of Commission Position on
      Indemnification for Securities Act
      Liabilities................................  Management -- Indemnification.
</TABLE>
 
- ---------------
* Not Applicable
<PAGE>   3
 
     INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
     REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
     MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
     BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
     THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
     SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
     UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
     OF ANY SUCH STATE.
 
                   SUBJECT TO COMPLETION, DATED JUNE   , 1996
 
                                2,000,000 SHARES
 
                                 ENAMELON, INC.
                                  COMMON STOCK
 
     All of the 2,000,000 shares of Common Stock offered hereby are being
offered by Enamelon, Inc. (the "Company").
 
     Prior to this offering, there has been no public market for the Common
Stock of the Company. It is currently anticipated that the initial offering
price will be between $8.00 and $10.00 per share. See "Underwriting" for a
discussion of the factors to be considered in determining the initial offering
price. After the offering, the Company's current directors, executive officers
and principal stockholders will beneficially own approximately 52.1% of the
outstanding shares of voting stock of, and will continue to control, the
Company. Pending approval of its listing application, it is anticipated that the
Common Stock will be quoted on the Nasdaq National Market under the symbol
"ENML."
 
     FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS THAT SHOULD BE CONSIDERED IN
CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK, SEE "RISK FACTORS" COMMENCING
ON PAGE 6 AND "DILUTION" COMMENCING ON PAGE 15.
                            ------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
   SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
    PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
       REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
<TABLE>
<S>                               <C>                  <C>                  <C>
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
                                                           UNDERWRITING
                                          PRICE            DISCOUNTS AND         PROCEEDS TO
                                        TO PUBLIC         COMMISSIONS(1)         COMPANY(2)
- -------------------------------------------------------------------------------------------------
Per Share.........................           $                   $                    $
- -------------------------------------------------------------------------------------------------
Total(3)..........................           $                   $                    $
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
</TABLE>
 
(1) Excludes five-year warrants to purchase a number of shares of Common Stock
    equal to 10% of the number of shares of Common Stock purchased and sold by
    the Underwriters (excluding over-allotments, if any), at an exercise price
    equal to 120% of the initial public offering price. The Company has also
    agreed to indemnify the Underwriters against certain liabilities, including
    certain liabilities under the Securities Act of 1933, as amended. See
    "Underwriting" for a description of the foregoing and certain other
    arrangements between the Company and the Underwriters.
 
(2) Before deducting offering expenses estimated to be approximately
    $          , payable by the Company.
 
(3) The Company has granted the Underwriters a 30-day option to purchase up to
    300,000 additional shares of Common Stock solely to cover over-allotments,
    if any, on the same terms and conditions as the shares offered hereby. If
    such option is exercised in full, the total Price to Public, Underwriting
    Discounts and Commissions and Proceeds to Company will be $          ,
    $          and $          , respectively. See "Underwriting."
                            ------------------------
 
     The shares of Common Stock are offered by the several Underwriters named
herein, subject to receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that delivery of such
shares will be made at the offices of Rodman & Renshaw, Inc., New York, New
York, on or about             , 1996.
                            ------------------------
 
                             RODMAN & RENSHAW, INC.
 
               The date of this Prospectus is             , 1996.
<PAGE>   4
 
     TWO DIAGRAMS OF A TOOTH DESCRIBING THE DEMINERALIZATION PROCESS AND
ENHANCED REMINERALIZATION RESULTING FROM USE OF ENAMELON FLUORIDE TOOTHPASTE.
 
     IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
                            ------------------------
 
     Enamelon(TM) is a trademark of the Company. Certain other trademarks of the
Company and other companies, including ENAMELINE(TM), Crest(R), Colgate(R),
Aquafresh(R), Mentadent(R), Arm & Hammer Dental Care(R) and Sensodyne(R), are
used in this Prospectus.
 
                                        2
<PAGE>   5
 
                               PROSPECTUS SUMMARY
 
     The following summary is qualified in its entirety by reference to the more
detailed information and financial statements and notes thereto appearing
elsewhere in this Prospectus. Unless otherwise indicated, all share, per share
and financial information set forth herein assumes the automatic conversion of
558,399 shares of Series A Preferred Stock into 558,399 shares of Common Stock
upon completion of this offering and no exercise of the Underwriters'
over-allotment option. This Prospectus contains forward-looking statements that
involve risks and uncertainties. The Company's actual results may differ
significantly from the results discussed in the forward-looking statements.
Factors that might cause such differences include, but are not limited to, those
discussed in "Risk Factors."
 
                                  THE COMPANY
 
     Enamelon, Inc. is focused on developing and marketing over-the-counter oral
care products based on patented and patent pending technologies. The Company's
dental care products are intended to stop cavities before they begin and have
been proven scientifically to strengthen tooth enamel. The products are based on
the active ingredient sodium fluoride in a formulation that enhances tooth
"remineralization," whereby minerals, such as calcium and phosphate, are
reintroduced into tooth enamel. With toothpaste product development activities
nearing completion, the Company plans to introduce an all-family toothpaste into
test markets, consisting of approximately 5% of United States households, in the
early part of 1997. The Company currently expects to begin a national roll-out
of its toothpaste product in the first half of 1998.
 
     On a daily basis, teeth lose small amounts of calcium and phosphate, the
major structural ingredients of tooth enamel. This "demineralization" process is
caused by plaque acids produced during the bacterial breakdown of sugars in the
mouth. These acids dissolve the enamel, producing lesions (porous areas and soft
spots in the tooth). As this process continues, the mineral structure gradually
is destroyed, eventually forming a dental cavity, which requires a dentist to
remove the decay and fill the cavity.
 
     The Enamelon fluoride toothpaste simultaneously supplies the active
ingredient, sodium fluoride, and high concentrations of ions of the inactive
ingredients calcium and phosphate in soluble form while brushing. Under these
conditions, remineralization was shown in the Company's in vitro studies to be
enhanced with a higher level of fluoride uptake, and the tooth structure was
shown to be strengthened and hardened. This makes the tooth less soluble and
more resistant to attacks by acids from decay-causing bacteria. Additionally,
animal studies conducted by the Company have shown that enhanced
remineralization significantly reduced the incidence of lesions.
 
     Based on such studies, the Company believes that with each application of
its proposed products, teeth will become stronger and more resistant to decay.
The Company believes that human clinical studies will show that its toothpaste
enhances the tooth remineralization process to a greater degree than currently
available products and that this will represent one of the most significant
advances in personal dental care since the introduction of mass-marketed
fluoride dental products in the early 1960's.
 
     The worldwide toothpaste market is estimated to exceed $5 billion in annual
retail sales. Annual toothpaste sales in the United States are expected to be
$1.7 billion in 1996 and are projected to reach $2 billion by the turn of the
century. Over the last five years, the toothpaste market has become segmented as
new, premium-priced products offering benefits such as tartar control or
whitening or containing ingredients such as baking soda have steadily attracted
consumers away from older, mature products.
 
     The Company holds licenses from the American Dental Association Health
Foundation (the "ADAHF") for patented and patent pending technologies (the
"ADAHF Patented Technology") relating to the prevention of tooth decay and
employing formulations that enhance the natural activity of fluoride. The ADAHF
has granted the Company (i) exclusive worldwide licenses to develop, manufacture
and market toothpaste, chewing gum, food and confectionery products and (ii) a
non-exclusive international license covering products not covered by the
Company's exclusive licenses (including oral spray, mouth rinse and professional
gel products). The Company's international license is co-extensive with a
non-exclusive
 
                                        3
<PAGE>   6
 
international license granted to SmithKline Beecham Corp., which also obtained
from the ADAHF an exclusive United States license covering such products.
 
     The Company has developed additional technologies relating to prevention of
tooth decay before it begins and has five United States patent applications
pending (the "Enamelon Patent Pending Technology").
 
     The Company's objective is to become a leading niche marketer of a variety
of oral care, chewing gum, food and confectionery products based on the ADAHF
Patented Technology and/or the Enamelon Patent Pending Technology (together, the
"Enamelon Technologies"). The Company's strategic plan for accomplishing this
objective is to (i) develop and market its proposed toothpaste products with
sodium fluoride as the active ingredient, (ii) conduct further testing to
establish advertising and marketing claims, and for product improvement, (iii)
collaborate with corporate partners in certain product areas and international
markets and (iv) capitalize on additional commercial applications.
 
     The Company was incorporated in Delaware in June 1992. The Company's
executive offices are located at 15 Kimball Avenue, Yonkers, New York, 10704,
and its telephone number is (914) 237-1308.
 
                                  THE OFFERING
 
<TABLE>
<S>                                                   <C>
Common Stock Offered by the Company.................  2,000,000 shares
Common Stock to be Outstanding after the Offering...
                                                      7,200,378 shares (1)
Use of Proceeds.....................................
                                                      For marketing, research and
                                                      development, purchase of manufacturing
                                                      equipment, working capital and general
                                                      corporate purposes.
Risk Factors and Dilution...........................
                                                      Prospective investors should carefully
                                                      consider the matters set forth under
                                                      the captions "Risk Factors" and
                                                      "Dilution." An investment in the shares
                                                      of Common Stock offered hereby involves
                                                      a high degree of risk and immediate and
                                                      substantial dilution.
Nasdaq National Market Symbol (Proposed)............
                                                      "ENML"
</TABLE>
 
- ---------------
(1) Excludes an aggregate of 2,510,652 shares of Common Stock reserved for
    future issuance under the Company's 1993 Stock Option Plan (the "Plan") and
    reserved for issuance pursuant to outstanding options and warrants. See
    "Shares Eligible for Future Sale" and "Underwriting."
 
                                        4
<PAGE>   7
 
                             SUMMARY FINANCIAL DATA
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                         JUNE 9, 1992                                   THREE MONTHS
                                        (INCEPTION) TO     YEAR ENDED DECEMBER 31,     ENDED MARCH 31,
                                         DECEMBER 31,     -------------------------    ---------------
                                             1992         1993     1994      1995      1995      1996
                                        --------------    -----    -----    -------    -----    ------
<S>                                     <C>               <C>      <C>      <C>        <C>      <C>
SELECTED STATEMENT OF OPERATIONS DATA:
  Total expenses......................       $ 37         $ 311    $ 536    $ 1,081    $ 262    $  552
  Other income (expense)..............         --            14     (263)        20        1        35
                                            -----         ------   ------   --------   ------   ------
  Net loss............................       $(37)        $(297)   $(799)   $(1,061)   $(261)   $ (517)
                                            =====         ======   ======   ========   ======   ======
SELECTED PER SHARE DATA:
  Net loss per share(1)...............                                      $ (0.20)            $(0.09)
                                                                            -------             ------
                                                                            -------             ------
  Weighted average shares
     outstanding......................                                        5,401              5,563
</TABLE>
 
<TABLE>
<CAPTION>
                                                                                AT MARCH 31, 1996
                                                                             -----------------------
                                                         AT DECEMBER 31,                PRO FORMA AS
                                                              1995           ACTUAL     ADJUSTED(2)
                                                         ---------------     ------     ------------
<S>                                                      <C>                 <C>        <C>
SELECTED BALANCE SHEET DATA:
  Working capital......................................      $ 1,628         $2,758       $ 18,923
  Total assets.........................................        2,041          3,525         19,690
  Redeemable preferred stock...........................           --          1,879             --
  Stockholders' equity.................................      $ 1,867         $1,377       $ 19,421
</TABLE>
 
- ---------------
(1) Earnings per share are presented for 1995 and the three months ended March
    31, 1996 on a pro forma basis to reflect the automatic conversion of 558,399
    shares of Series A Preferred Stock as if it occurred on January 1, 1995.
    Earnings per share are not presented for prior periods since the Company
    does not believe historical earnings per share are meaningful as a result of
    changes in the Company's capital structure following the completion of this
    offering. See "Financial Statements."
 
(2) Gives pro forma effect to (i) the subsequent issuance of 6,894 shares of
    Series A Preferred Stock for $25,000, (ii) the automatic conversion of
    558,399 shares of Series A Preferred Stock and (iii) the consummation of
    this offering and the application of the estimated net proceeds thereof. See
    "Use of Proceeds" and "Capitalization."
 
                                        5
<PAGE>   8
 
                                  RISK FACTORS
 
     An investment in the shares of Common Stock offered hereby involves a high
degree of risk and immediate and substantial dilution and should only be made by
persons who can afford a loss of their entire investment. In evaluating an
investment in the Common Stock being offered hereby, investors should consider
carefully, among other matters, the following risk factors, as well as the other
information contained in this Prospectus.
 
     Except for the historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
projected in the forward-looking statements discussed herein. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed in this section, as well as in the sections entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business."
 
HISTORY OF OPERATING LOSSES; UNCERTAINTY OF FUTURE PROFITABILITY
 
     The Company has a limited history of operations, and has accumulated net
losses from inception in June 1992 through March 31, 1996, of approximately $2.7
million. Losses have resulted principally from costs incurred in research and
development of the Enamelon Technologies and from general and administrative
costs. To date, the Company has neither commenced any product commercialization
nor realized any operating revenues. The Company expects to continue to incur
operating losses at least through 1998, principally as a result of expenses of
ongoing clinical testing and anticipated marketing and manufacturing expenses
associated with the introduction of Enamelon toothpaste. There can be no
assurance that the Company will ever generate revenues or achieve profitability.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
 
DEPENDENCE ON SUCCESSFUL DEVELOPMENT OF INITIAL PRODUCT
 
     The Company is dependent to a large extent on the success of its proposed
toothpaste, which is being tested at a number of sites as well as at the
Company's laboratory. Results of in vitro and animal studies are not necessarily
indicative of results that will be obtained in human clinical trials. Adverse or
inconclusive clinical trial results concerning any of the Company's product
formulations could significantly delay the marketing of such products or result
in the limitation of the Company's potential product claims. In such event,
further studies may have to be conducted by the Company. There can be no
assurance that safe and effective commercially viable products can ever be
developed by the Company, or that if they are developed, they can be produced in
a timely manner, can be manufactured economically on a large scale, can be free
from governmental and competitive challenges, and can achieve and sustain market
acceptance. See "Use of Proceeds" and "Business -- Products."
 
UNCERTAINTY OF CONSUMER ACCEPTANCE OF ENAMELON PRODUCTS
 
     The Company will be dependent upon consumer acceptance of the Enamelon
toothpaste as an alternative to current well known brand name toothpastes.
Market acceptance will depend, in part, on the Company's ability to demonstrate
to consumers the effectiveness of its products. There can be no assurance that
clinical studies will support the Company's anticipated advertising claims, that
the Company will be able to market its toothpaste successfully or that future
products, if any, will be accepted in the marketplace. See "Business --
Marketing."
 
UNCERTAINTIES RELATED TO DEVELOPMENT OF ADDITIONAL PRODUCTS
 
     The Company has focused its product development efforts to date on
toothpaste using the Enamelon Technologies. Accordingly, the Company will
require significant additional efforts to develop other products utilizing the
Enamelon Technologies. Any such future product development efforts are subject
to certain risks and may not succeed. These risks include, but are not limited
to, the possibility that (i) new products will be found ineffective or unsafe,
(ii) even if safe and effective, they will be difficult to develop into
commercially
 
                                        6
<PAGE>   9
 
viable products or to manufacture economically on a large scale, free of
governmental or competitive challenges and (iii) any such products will fail to
achieve and sustain market acceptance. Therefore, there is substantial risk that
the Company's product development efforts will not be successful. See
"Business -- Strategy" and "-- Products."
 
COMPETITION
 
     Competition in toothpaste products, as well as in chewing gum, food and
confectionery products, is intense. The Company's primary competitors include
companies with substantially greater financial, technological, marketing,
personnel and research and development resources than those of the Company.
There can be no assurance that the Company will be able to compete successfully
in these markets. The Company's toothpaste products will compete with other
brand name toothpastes including Crest, Colgate, Aquafresh, Mentadent, Arm &
Hammer Dental Care and Sensodyne. Further, new products or future developments
by others may provide therapeutic or cost advantages over the Company's proposed
products. There can be no assurance that developments by others of similar or
more effective products will not render the Company's products or technologies
noncompetitive or obsolete or that competitors will not challenge the validity
of the Company's patent rights. Since the Company's proposed products will be
new to the market and sold in competition with the products of companies with
greater financial and other resources, there can be no assurance that a market
for the Company's proposed products will develop. See "Risk Factors -- Uncertain
Ability to Protect Patents" and "Business -- Competition."
 
COMPLIANCE WITH THE MONOGRAPH
 
     The Company's products are subject to regulation by the Food and Drug
Administration (the "FDA"). The FDA has published a final monograph, Anticaries
Drug Products for Over-the-Counter Human Use (the "Monograph"), for
over-the-counter anticaries drug products, the category of non-prescription drug
products that includes the Company's proposed oral care products. The Monograph
establishes conditions under which over-the-counter drug products that aid in
the prevention of tooth decay generally are recognized as being safe and
effective and not misbranded. The Company's products may be lawfully marketed
without being required to file a New Drug Application (an "NDA") with the FDA if
they use as their sole active ingredient one of the active ingredients permitted
in the Monograph and make labeling claims permitted in the Monograph. However,
there can be no assurance that the Company's proposed products will meet all of
the conditions of the Monograph. The Company will be limited in the claims it
can make with respect to its products in order to remain in compliance with the
Monograph. The Company's inability to market its proposed toothpaste products
under the Monograph would have a material adverse effect on the Company. See
"Business -- Government Regulation."
 
     In order to market its proposed products other than in compliance with the
Monograph, the Company would be required to file an NDA. An NDA would require
substantial testing procedures which are costly and time consuming. Accordingly,
the Company's ability to sell its proposed products in the United States could
be delayed for an indefinite period of time. Further, the Company may not have
sufficient financial or other resources available to complete the NDA process
and assuming such financial and other resources are available, there is no
assurance that the FDA would approve the Company's NDA, if one were necessary.
See "Business -- Government Regulation."
 
COMPLIANCE WITH OTHER GOVERNMENT REGULATION
 
     The Company is subject to additional regulation under various federal and
state laws regarding, among other things, occupational safety, environmental
protection, hazardous substance control and product advertising and promotion.
In connection with its research and development activities, the Company is
subject to federal, state and local laws, rules, regulations and policies
governing the use, generation, storage, effluent discharge, handling and
disposal of certain materials and wastes.
 
     Both the Company's products and their claims may be challenged by the
Company's competitors or by the FDA, the Federal Trade Commission (the "FTC") or
other governmental or private agencies. Such
 
                                        7
<PAGE>   10
 
challenges may include an assertion that the products do not comply with the
Monograph (thus potentially requiring an NDA or a change in marketing) or that
the data obtained by the Company to substantiate the Company's claims may be
inadequate. There can be no assurance that the Company will successfully defend
any challenge in this area, or be able to modify its products or the claims with
respect thereto to such an extent that the products remain commercially viable.
 
     The laws and regulations administered by governmental agencies, including
but not limited to the FDA, the FTC and the Environmental Protection Agency (the
"EPA"), are subject to change and varying interpretation. While the Company
intends to use its best efforts to comply with relevant laws and regulations, no
assurance can be given that an agency might not assert a claim of noncompliance
against the Company in the future. Unanticipated changes in laws or adverse
interpretations of regulations could materially jeopardize the Company's ability
to distribute its products or engage in its contemplated business activities.
 
     The marketing of the Company's proposed products abroad will be subject to
significant regulation by foreign cosmetic and/or drug regulatory agencies. No
assurance can be given that the Company will be granted approval to market its
proposed products in foreign countries, and the failure to obtain such required
approvals would have a material adverse effect on the Company's ability to
market its products internationally.
 
     Each domestic drug product manufacturing facility must be registered with
the FDA. Each manufacturer must inform the FDA of every drug product it has in
commercial distribution and keep such list updated. Domestic manufacturing
facilities are also subject to at least biannual inspection by the FDA for
compliance with Good Manufacturing Practice regulations promulgated by the FDA.
Compliance with Good Manufacturing Practice regulations is required at all times
during the manufacture and processing of drug products. Accordingly, to the
extent that the Company utilizes contract manufacturers, such manufacturers must
be in compliance with all FDA requirements. See "Business -- Manufacturing," "--
Government Regulation" and "Risk Factors -- Dependence on Others to
Manufacture."
 
DEPENDENCE ON LICENSING AGREEMENTS
 
     The Company's license agreements with the ADAHF are material to the
Company's business. An adverse interpretation of the terms of either of such
agreements, the termination of the agreements or exclusivity thereunder, or the
inability of the Company to renew such agreements on the same or similar terms
would have a material adverse effect on the ability of the Company to develop,
manufacture and sell its products, or even to continue in business. See
"Business -- ADAHF Patents and Licenses."
 
UNCERTAIN ABILITY TO PROTECT PATENTS
 
     The Company's ability to compete effectively depends on its success in
protecting its proprietary technology, both in the United States and abroad. No
assurance can be given that the Company's patent protection within and/or
outside of the United States is sufficient to deter others, legally or
otherwise, from developing or marketing competitive products utilizing the
Enamelon Technologies.
 
     The United States patents and the pending United States and foreign patent
applications covering the ADAHF Patented Technology (the "ADAHF Patent Rights")
and the Enamelon Patent Pending Technology (the "Enamelon Patent Rights")
(collectively with the ADAHF Patent Rights, the "Patent Rights") are material to
the Company's business. No assurance can be given that any further patents will
be issued from the United States or foreign patent offices for the Patent Rights
or that the Company will receive any patents in the future based on its
continued development efforts. The Company believes that the protection afforded
by the Patent Rights is material to its future revenues and earnings. There can
be no assurance that any of the Patent Rights will be found to be valid or that
any of the Patent Rights will be enforceable or prevent others from developing
and marketing competitive products or methods. A successful challenge to the
validity of the Patent Rights would have a material adverse effect on the
Company, and could jeopardize its ability to engage in its contemplated
business. An infringement action on behalf of the Company may require the
diversion of substantial funds from the Company's operations and may require
management to expend efforts that might otherwise be devoted to the Company's
operations. Furthermore, there can be no assurance that the Company will be
successful in enforcing the Patent Rights. See "Risk Factors -- Competition."
 
                                        8
<PAGE>   11
 
     There can be no assurance that patent infringement claims in the United
States or in other countries will not be asserted against the Company by a
competitor or others, and if asserted, that the Company will be successful in
defending against such claims. In the event one of the Company's proposed
products is adjudged to infringe patents of others with the likely consequence
of a damage award, the Company or any sublicensee may be enjoined from using and
selling such product or be required to obtain a royalty-bearing license, if
available on acceptable terms. Alternatively, in the event a license is not
offered, the Company might be required to redesign those aspects of the product
held to infringe so as to avoid infringement. In such case, any redesign efforts
undertaken by the Company could require significant expense, necessitate an FDA
review, delay the introduction or the re-introduction of the Company's products
into certain markets, or be so significant as to be impractical. See
"Business -- ADAHF Patents and Licenses."
 
PROTECTION OF PROPRIETARY TECHNOLOGY AND INFORMATION
 
     The Company also relies on trade secrets, know-how and continuing
technological advancement to maintain its competitive position. Although the
Company has entered into confidentiality and invention agreements with its
employees and consultants, no assurance can be given that such agreements will
be honored or that the Company will be able to effectively protect its rights to
its unpatented trade secrets and know-how. Moreover, no assurance can be given
that others will not independently develop substantially equivalent proprietary
information and techniques or otherwise gain access to the Company's trade
secrets and know-how.
 
EVOLVING PRODUCT FORMULATIONS
 
     The Company expects that its toothpaste and other product formulations will
be modified from time to time as a result of the Company's ongoing research and
product testing programs. As a result of such modifications, the Company's
current proposed products, and those which it produces in the future, may differ
from those which were the subject of earlier research and testing. Therefore,
the research studies conducted to date and relied upon by the Company for
efficacy and claims substantiation, as well as the Patent Rights obtained at
this time, might not necessarily be applicable to the Company's present or
future product formulations. See "Business -- Research and Development" and
"-- ADAHF Patents and Licenses."
 
LIMITED MARKETING CAPABILITY
 
     The Company has limited marketing capabilities and resources. Achieving
market penetration will require significant efforts by the Company to create
awareness of, and demand for, its proposed products. Accordingly, the Company's
ability to build its customer base will be dependent on its marketing efforts,
including its ability to establish an effective internal sales organization or
establish strategic marketing arrangements with other companies. The failure by
the Company to develop successfully its marketing capabilities, both internally
and through wholesalers and brokers, would have a material adverse effect on the
Company's business. Further, there can be no assurance that the development of
such marketing capabilities will lead to sales of the Company's proposed
products. The Company will be limited in the claims it can make with respect to
its products in order to remain in compliance with the Monograph. See "Use of
Proceeds," "Business -- Marketing" and "Risk Factors -- Compliance with the
Monograph."
 
DEPENDENCE ON OTHERS TO MANUFACTURE
 
     The Company currently has limited manufacturing capability. The Company
does not intend to manufacture its toothpaste products for the United States
market at the outset, but will instead utilize contract manufacturers. The
Company currently does not have a written contract with its pilot production
manufacturer or any other manufacturer in the United States, and no assurance
can be given that one will be entered into. For the balance of the worldwide
toothpaste markets, as well as for the Company's other proposed products, the
Company may seek to sublicense or enter into joint ventures or strategic
partnerships with major consumer product companies or other entities on either
an exclusive or non-exclusive basis. Manufacturing arrangements in these markets
are likely to be encompassed in any agreements establishing such relationships
and may place primary manufacturing responsibility on others. The Company has no
plan, agreement,
 
                                        9
<PAGE>   12
 
understanding or arrangement with respect to such relationships, and no
assurance can be given that any will be entered into.
 
     The Company's dependence upon others for the manufacture of its products
may adversely effect its future profit margins, if any, and may effect the
Company's ability to sell its proposed products on a timely and competitive
basis. See "Risk Factors -- Compliance with Other Government Regulation" and
"Business -- Manufacturing."
 
FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING
 
     The Company's cash requirements may vary materially from those now planned
depending on numerous factors, including the status of the Company's marketing
efforts, the Company's business development activities, the results of clinical
trials, the regulatory process and competition. The Company currently estimates
that the net proceeds of this offering, together with its projected cash flow
from operations, if any, will be sufficient to finance its working capital and
other requirements for a period of approximately 18 months from the date of this
Prospectus. Thereafter, or sooner if conditions make it necessary, the Company
may need to raise additional funds through public or private financings,
including equity financings which may be dilutive to stockholders. There can be
no assurance that the Company will be able to raise additional funds if its
capital resources are exhausted, or that funds will be available on terms
attractive to the Company or at all. If adequate funds are not available, the
Company may be required to delay, reduce the scope of, or eliminate the
commercial introduction of Enamelon toothpaste and otherwise reduce materially
its proposed operations. See "Use of Proceeds" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
 
PRODUCT LIABILITY
 
     The sale of any over-the-counter consumer product may result in claims of
adverse reactions by users. Although the Company has no intention of marketing
any product without reasonable belief in its safety and efficacy when used in
accordance with its instructions, misuse of the Company's products may result in
consumer injury. In addition, future developments, including possible adverse
medical studies and associated negative publicity, could have a material adverse
impact on the market for the Company's products and on its results of
operations. Further, the Company may be subject to certain consumer claims and
informal complaints relating to its products which are incidental and routine to
its business and for which the Company intends to maintain insurance coverage.
 
     Product liability insurance coverage is expensive and subject to many
exclusions, and there can be no assurance that the Company will be able to
obtain such insurance coverage in sufficient amounts or on favorable terms.
Exclusions or damage limitations may render any insurance coverage obtained
insufficient to protect the Company adequately from the successful assertion of
a product liability claim. There can be no assurance that insurance coverage
will be sufficient to satisfy product liability claims, if any, made against the
Company with respect to injuries arising from the use of such products. In the
event of a successful product liability claim against the Company, the lack or
insufficiency of insurance coverage and the negative publicity from such a suit
could have a material adverse effect on the Company and jeopardize its ability
to engage in its contemplated business activities. See "Business -- Liability
Insurance."
 
DEPENDENCE ON KEY PERSONNEL
 
     The success of the Company will be largely dependent upon the personal
efforts of Dr. Steven R. Fox, D. Brooks Cole, Norman Usen, and Anthony E.
Winston. The loss of the services of any of such persons could have a material
adverse effect on the Company's business and prospects. The Company has entered
into a five-year employment agreement with Dr. Fox as Chairman of the Board and
Chief Executive Officer. Notwithstanding, Dr. Fox currently continues to
practice dentistry on a part-time basis. The Company has entered into an
employment agreement with Mr. Cole as President and Chief Operating Officer
pursuant to which Mr. Cole serves at the pleasure of the Board of Directors.
Although the Company has entered into employment agreements with each of the
aforementioned individuals, there can be no assurance that the
 
                                       10
<PAGE>   13
 
Company will be able to retain their services. The success of the Company will
also be dependent upon its ability to hire and retain additional qualified
management, marketing, and financial personnel, including a chief financial
officer. The Company will compete with other companies with greater financial
and other resources for such personnel. See "Management -- Employment and
Consulting Agreements."
 
CONTROL BY PRINCIPAL STOCKHOLDERS
 
     After this offering, the Company's directors, executive officers and
principal stockholders will beneficially own approximately 52.1% of the
Company's Common Stock (approximately 50.3% if the Underwriters' over-allotment
option is exercised in full). Consequently, they will have the ability to elect
all of the Company's directors and to control the outcome of all other issues
submitted to the Company's stockholders and direction of the day-to-day affairs
of the Company. See "Principal Stockholders."
 
ABSENCE OF PRIOR PUBLIC MARKET; DETERMINATION OF OFFERING PRICE
 
     Prior to this offering, there has been no public trading market for the
Common Stock, and there can be no assurance that an active public market for the
Common Stock will develop or continue following the offering. The initial public
offering price of the Common Stock will be determined by negotiation between the
Company and the Representative of the Underwriters and may not necessarily bear
any relationship to the Company's assets, book value, revenues or other
established criteria of value, and should not be considered indicative of the
price at which the Common Stock will trade after completion of the offering.
There can be no assurance that the market price of the Common Stock will not
decline below the initial public offering price. See "Underwriting."
 
POSSIBLE VOLATILITY OF STOCK PRICE
 
     Trading volume and prices for the Common Stock could be subject to wide
fluctuations in response to quarterly variations in operations, financial
results, announcements with respect to sales and earnings, technological
innovations, new product developments, the sale or attempted sale of a large
amount of securities in the public market, and other events or factors which
cannot be foreseen or predicted by the Company. In addition, various factors
affecting consumer products companies, as well as price and volume volatility
affecting small and emerging growth companies generally, but not necessarily
related to their particular operating performance, may have a significant impact
on the market price of the Common Stock.
 
IMMEDIATE SUBSTANTIAL DILUTION
 
     The Company's present stockholders acquired their shares of the Company's
Common Stock at costs substantially below the anticipated offering price of the
Common Stock to be sold in this offering. Therefore, investors purchasing Common
Stock in this offering will incur an immediate and substantial dilution in net
tangible book value per share of $6.35. See "Dilution."
 
SHARES ELIGIBLE FOR FUTURE SALE
 
     Future sales of shares of Common Stock by existing stockholders pursuant to
Rule 144 ("Rule 144") promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), or otherwise, could have an adverse effect on the price
of the shares of Common Stock. Upon completion of this offering, the Company
will have 7,200,378 shares of Common Stock outstanding (7,500,378 shares if the
Underwriters' over-allotment option is exercised in full). In addition, the
Company has reserved for issuance 1,203,355 shares upon exercise of options
granted under the Plan, 296,645 shares upon exercise of options to be granted
under the Plan, and 1,010,652 shares for issuance upon exercise of outstanding
warrants, including up to 200,000 shares for issuance upon exercise of the
warrants issued to the Representative.
 
     The 2,000,000 shares of Common Stock offered hereby (2,300,000 if the
Underwriters' over-allotment option is exercised in full) will be freely
transferable without restriction or further registration under the Securities
Act except for any shares purchased by an "affiliate" of the Company within the
meaning of Rule 144. The remaining 5,200,378 outstanding shares of Common Stock
will be "restricted securities," as that
 
                                       11
<PAGE>   14
 
term is defined in Rule 144, and may only be sold pursuant to a registration
statement under the Securities Act or an applicable exemption from registration
thereunder, including exemptions provided by Rule 144. Approximately 3,667,000
of such shares will be eligible for resale under Rule 144 commencing 90 days
following the completion of this offering. The remaining shares will become
eligible for resale under Rule 144 between October 1996 through January 1998. In
addition, the Company has granted to some security holders certain registration
rights. No prediction can be made as to the effect that future sales of Common
Stock, or the availability of shares of Common Stock for future sales, will have
on the market price of the Common Stock prevailing from time to time. Sales of
substantial amounts of Common Stock, or the perception that such sales could
occur, could adversely affect prevailing market prices for the Common Stock and
could impair the Company's ability to raise capital through the future sale of
its equity securities. The Company, its officers, directors and stockholders
beneficially owning 5% or more of the Common Stock holding an aggregate of
3,233,133 shares have agreed, for a period of 180 days from the date of this
Prospectus, not to offer, pledge, sell, contract to sell, grant any option for
the sale of, or otherwise dispose of, directly or indirectly, any securities of
the Company, without the prior written consent of the Representative. See
"Principal Stockholders," "Shares Eligible for Future Sale" and "Underwriting."
 
ISSUANCE OF PREFERRED STOCK; ANTITAKEOVER PROVISIONS OF DELAWARE LAW
 
     The Company's Amended Certificate of Incorporation authorizes the issuance
of 5,000,000 shares of Preferred Stock with such designations, rights and
preferences as may be determined from time to time by the Board of Directors.
Accordingly, the Board of Directors is empowered, without obtaining stockholder
approval, to issue Preferred Stock with dividend, liquidation, conversion,
voting or other rights that could adversely affect the voting power or other
rights of the holders of the Common Stock. In the event of issuance, the
Preferred Stock could be utilized, under certain circumstances, as a method of
discouraging, delaying or preventing a change in the control of the Company.
Certain provisions of Delaware law may also discourage third party attempts to
acquire control of the Company. See "Description of Securities."
 
                                       12
<PAGE>   15
 
                                USE OF PROCEEDS
 
     The net proceeds to the Company from the sale of 2,000,000 shares of Common
Stock offered hereby are estimated to be approximately $16.1 million ($18.7
million if the Underwriters' over-allotment option is exercised in full) after
deducting underwriting discounts and commissions and estimated expenses of the
offering payable by the Company.
 
     The Company intends to use approximately $4.0 million of the net proceeds
for the anticipated initial marketing costs of its proposed toothpaste products
and approximately $4.0 million to fund additional research and development to
improve the efficacy of, and provide claims substantiation for, the Company's
proposed products. An additional $4.0 million of the net proceeds will be used
to purchase manufacturing equipment for the production of the Company's patent
pending, split system toothpaste tube and for high speed tube filling equipment.
The balance of the net proceeds will be used for working capital and other
general corporate purposes including general and administrative expenses. If the
Underwriters exercise the over-allotment option in full, the Company will
realize additional net proceeds, which will be added to the Company's working
capital.
 
     The foregoing represents the Company's best estimate of its allocation of
the net proceeds from the sale of the Common Stock offered hereby based upon the
current state of its business operations, its current plans and current economic
and industry conditions and is subject to reallocation among the categories
listed above or to new categories. The amounts and timing of actual expenditures
will depend on numerous factors, including the status of the Company's marketing
efforts, the Company's business development activities, the results of clinical
trials, the regulatory process and competition. Additionally, the Company
intends to review, from time to time, potential opportunities to acquire, or
enter into joint ventures or licensing relationships with respect to products
and businesses compatible with its existing business. The Company may,
therefore, use a portion of the net proceeds to make such acquisitions or to
fund such joint ventures, although the Company has no agreements or
understandings and is not involved in any negotiation with respect to any such
transactions.
 
     The Company believes that the net proceeds of this offering together with
its projected cash flow from operations, if any, will be sufficient to finance
its working capital and other requirements for a period of approximately 18
months from the date of this Prospectus. Pending the aforementioned uses, the
net proceeds from this offering will be invested in interest-bearing government
securities or short-term, investment grade securities.
 
                                DIVIDEND POLICY
 
     The Company has not paid any dividends on its Common Stock since its
inception and for the foreseeable future intends to follow a policy of retaining
all of its earnings, if any, to finance the development and continued expansion
of its business. There can be no assurance that dividends will ever be paid by
the Company. Any future determination as to payment of dividends will depend
upon the Company's financial condition, results of operations and such other
factors as the Board of Directors deems relevant.
 
                                       13
<PAGE>   16
 
                                 CAPITALIZATION
 
     The following table sets forth the capitalization of the Company at March
31, 1996, and the pro forma effect of (i) the subsequent issuance of 6,894
shares of Series A Preferred Stock for $25,000, (ii) the automatic conversion of
558,399 shares of Series A Preferred Stock and (iii) the consummation of this
offering and the application of the estimated net proceeds in the manner set
forth under the caption "Use of Proceeds" as if it occurred on March 31, 1996.
This table should be read in conjunction with the Financial Statements and the
related Notes thereto included elsewhere in this Prospectus.
 
<TABLE>
<CAPTION>
                                                                            AT MARCH 31, 1996
                                                                         -----------------------
                                                                                      PRO FORMA
                                                                         ACTUAL      AS ADJUSTED
                                                                         -------     -----------
                                                                             (IN THOUSANDS)
<S>                                                                      <C>         <C>
Redeemable preferred stock:
     $0.01 par value, 827,250 shares authorized; and 268,851 pro forma
      as adjusted; 558,399 issued and outstanding; and no shares pro
      forma as adjusted(1).............................................  $ 1,879       $    --
Stockholders' equity:
  Preferred stock, $0.01 par value, 4,172,750 shares authorized; and
     4,731,149 pro forma as adjusted; no shares issued and outstanding;
     and no shares pro forma as adjusted...............................       --            --
  Common stock, $0.001 par value, 20,000,000 shares authorized;
     4,641,979 issued and outstanding; 7,200,378 pro forma as
     adjusted(2).......................................................        5             7
  Additional paid-in-capital...........................................    4,082        22,124
  Accumulated deficit..................................................   (2,710)       (2,710)
                                                                         --------
                                                                              --
                                                                                     -------- --
Total stockholders' equity.............................................    1,377        19,421
                                                                         --------
                                                                              --
                                                                                     -------- --
     Total capitalization..............................................  $ 3,256       $19,421
                                                                         ==========  ==========
</TABLE>
 
- ---------------
(1) See "Description of Securities."
 
(2) Excludes an aggregate of 2,510,652 shares, consisting of (i)1,203,355 shares
    of Common Stock reserved for issuance upon exercise of outstanding options
    under the Plan, (ii) 296,645 shares of Common Stock reserved for future
    issuance under the Plan, (iii) 810,652 shares of Common Stock reserved for
    issuance upon exercise of outstanding warrants and (iv) 200,000 shares of
    Common Stock reserved for issuance upon exercise of warrants to be issued to
    the Representative of the Underwriters upon completion of this offering. See
    "Shares Eligible for Future Sale" and "Underwriting."
 
                                       14
<PAGE>   17
 
                                    DILUTION
 
     The pro forma net tangible book value of the Company's Common Stock at
March 31, 1996, after giving effect to the issuance of 6,894 shares of Series A
Preferred Stock for $25,000 and the conversion of 558,399 shares of Series A
Preferred Stock, was approximately $2.9 million, or $0.56 per share of Common
Stock. Net tangible book value per share is equal to the total tangible assets
of the Company less total liabilities divided by the number of shares of Common
Stock outstanding. After giving effect to the sale of 2,000,000 shares of Common
Stock offered hereby (after deducting underwriting discounts and commissions and
estimated offering expenses), the adjusted pro forma net tangible book value of
the Company at March 31, 1996 would have been approximately $19.0 million, or
$2.65 per share, representing an immediate increase in net tangible book value
of $2.09 per share to existing stockholders and an immediate dilution in net
tangible book value of $6.35 per share, or 70.6% to investors purchasing shares
at the initial public offering price ("New Investors"). The following table
illustrates the per share dilution to New Investors:
 
<TABLE>
    <S>                                                                    <C>       <C>
    Initial public offering price per share..............................            $9.00
    Pro forma net tangible book value per share before this offering.....  $0.56
    Increase in net tangible book value per share attributable to New
      Investors..........................................................   2.09
                                                                           -----
    As adjusted, net tangible book value per share as of March 31, 1996,
      after this offering................................................             2.65
                                                                                     -----
    Dilution in net tangible book value to New Investors.................            $6.35
                                                                                     =====
</TABLE>
 
     If the Underwriters' over-allotment option is exercised in full, the net
tangible book value per share of Common Stock after this offering would be $2.88
per share, which would result in dilution to New Investors of $6.12 (or 68.0%)
per share of Common Stock.
 
     The following table summarizes at March 31, 1996, the total consideration
paid and the average price paid per share of Common Stock by existing
stockholders and New Investors (before deducting the underwriting discount and
the other offering expenses payable by the Company):
 
<TABLE>
<CAPTION>
                                        COMMON STOCK
                                          ACQUIRED              TOTAL CONSIDERATION        AVERAGE
                                    ---------------------     -----------------------       SHARE
                                     NUMBER       PERCENT       AMOUNT        PERCENT     PER SHARE
                                    ---------     -------     -----------     -------     ---------
    <S>                             <C>           <C>         <C>             <C>         <C>
    Existing stockholders.........  5,200,378       72.2%     $ 5,991,384       25.0%       $1.15
    New Investors.................  2,000,000       27.8       18,000,000       75.0         9.00
                                    ---------     ------      -----------     ------
      Total.......................  7,200,378      100.0%     $23,991,384      100.0%
                                    =========     ======      ===========     ======
</TABLE>
 
     The foregoing table excludes the exercise of all outstanding warrants and
stock options. To the extent that any existing warrants or options granted or to
be granted are exercised in the future below the offering price, there will be
further dilution to New Investors. See "Management -- Employee Benefit Plans."
 
                                       15
<PAGE>   18
 
                            SELECTED FINANCIAL DATA
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
     Set forth below is selected financial data with respect to the statements
of operations of the Company for the period from June 9, 1992 (Inception) to
December 31, 1992, and for the twelve months ended December 31, 1993, 1994 and
1995, and the balance sheets of the Company at December 31, 1992, 1993, 1994 and
1995. Such data was derived from the Company's financial statements audited by
BDO Seidman, LLP, independent certified public accountants, certain of which are
included elsewhere in this Prospectus. Also set forth below is selected
financial data for the three months ended March 31, 1995 and 1996 and at March
31, 1996, which was derived from the unaudited financial statements of the
Company and includes, in the opinion of management, all adjustments (consisting
only of normal recurring adjustments) necessary to present fairly the financial
position and results of operations of the Company for such periods. The results
of operations for the three months ended March 31, 1995 and 1996 are not
necessarily indicative of results for a full fiscal year. The data should be
read in conjunction with the Financial Statements (including the Notes thereto)
and Management's Discussion and Analysis of Financial Condition and Results of
Operations included elsewhere in this Prospectus.
 
<TABLE>
<CAPTION>
                                          JUNE 9, 1992                                  THREE MONTHS
                                         (INCEPTION) TO    YEAR ENDED DECEMBER 31,     ENDED MARCH 31,
                                          DECEMBER 31,    -------------------------    ---------------
                                              1992        1993     1994      1995      1995      1996
                                         --------------   -----    -----    -------    -----    ------
<S>                                      <C>              <C>      <C>      <C>        <C>      <C>
SELECTED STATEMENT OF OPERATIONS DATA:
  Total expenses.......................       $ 37        $ 311    $ 536    $ 1,081    $ 262    $  552
  Other income (expense)...............         --           14     (263)        20        1        35
                                         ---------        ------   ------   --------   ------   -------
                                                           ----     ----       ----     ----       ---
  Net loss.............................       $(37)       $(297)   $(799)   $(1,061)   $(261)   $ (517)
                                         =========        ========== ========== ============ ==========
SELECTED PER SHARE DATA:
  Net loss per share(1)................                                     $ (0.20)            $(0.09)
                                                                            =======             ======
  Weighted average shares
     outstanding.......................                                       5,401              5,563
</TABLE>
 
<TABLE>
<CAPTION>
                                                          AT DECEMBER 31,
                                                 ---------------------------------     AT MARCH 31,
                                                 1992     1993     1994      1995          1996
                                                 ----     ----     ----     ------     ------------
<S>                                              <C>      <C>      <C>      <C>        <C>
SELECTED BALANCE SHEET DATA:
  Working capital (deficit)....................  $ 55     $474     $(58)    $1,628        $2,758
  Total assets.................................   112      795      265      2,041         3,525
  Redeemable preferred stock...................    --       --       --         --         1,879
  Stockholders' equity.........................   108      744      151      1,867         1,377
</TABLE>
 
- ---------------
(1) Earnings per share are presented for 1995 and the three months ended March
    31, 1996 on a pro forma basis to reflect the automatic conversion of 558,399
    shares of Series A Preferred Stock as if it occurred on January 1, 1995.
    Earnings per share are not presented for prior periods since the Company
    does not believe historical earnings per share are meaningful as a result of
    changes in the Company's capital structure following the completion of this
    offering. See "Financial Statements."
 
                                       16
<PAGE>   19
 
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
     The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto appearing elsewhere in this
Prospectus. Except for the historical information contained herein, the
following discussion contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
projected in the forward-looking statements discussed herein. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed in this section, as well as in the sections entitled "Risk Factors"
and "Business."
 
  Three Months Ended March 31, 1996 Compared to Three Months Ended March 31,
1995
 
     Total expenses were approximately $552,000 for the quarter ended March 31,
1996, compared with total expenses of $261,000 for the same period in the prior
year, an increase of $291,000, or 111.5%. This increase was primarily the result
of higher payroll and benefits expenses of $160,000 and higher research and
testing expenses of $153,000.
 
     The increase in the payroll and benefits expenses of 444.4%, from $36,000
to $196,000, primarily resulted from increased annual compensation for the
Company's Chief Executive Officer and its Vice-President of Product
Development/Operations, and the hiring of a new President.
 
     The increase in research and testing expenses of 355.8%, from $43,000 to
$196,000, resulted from the expansion of the Company's research and development
program at its laboratory facility and the initiation of clinical testing at
various independent oral care research facilities in the United States. During
the quarter ended March 31, 1996, four in vitro studies, comparing approximately
50 potential formulations, were performed at Indiana University to aid the
Company in its efforts to define and optimize the levels of ingredients for its
toothpaste. Also during this period in 1996, an animal study was performed at
the University of Connecticut that demonstrated the ability of the Enamelon
Technologies to enhance remineralization.
 
     These increases were offset in part by a $22,000 decrease in administrative
expenses.
 
     The Company anticipates that total expenses will increase over the next few
years as the Company increases its product development, manufacturing and
marketing activities. Such increased business activities will require additional
personnel and payments to third parties.
 
  Year Ended December 31, 1995 Compared to Year Ended December 31, 1994
 
     Total expenses were approximately $1,081,000 for 1995, compared with total
expenses of $536,000 in 1994, an increase of $545,000, or 101.7%. The increase
was primarily attributable to a $234,000 increase in payroll and benefits
expenses as well as a $128,000 increase in research and testing expenses and a
$183,000 increase in administrative expenses.
 
     The increase in payroll and benefits expenses of 174.6%, from $134,000 to
$368,000, was attributable to increased compensation for the Company's Chief
Executive Officer, Vice-President of Product Development/Operations and
Vice-President of Technology and Clinical Research.
 
     The increase in research and testing expenses of 87.1%, from $147,000 to
$275,000, was the result of the expansion of the Company's research and
development program at its laboratory facility, additional laboratory supplies,
expansion of the in vitro studies and the initiation of in vivo studies at the
University of Connecticut.
 
     During 1995, ten in vitro studies, comparing approximately 120 potential
formulations, were performed at Indiana University. Based on the data and the
results of in-house laboratory studies, the Company successfully transitioned
the science from a concept to a practical technology, which can be incorporated
into toothpaste. Results from animal studies at the University of Connecticut
provided the Company with the initial indication that the technology
successfully enhanced remineralization.
 
     The increase in administrative and other expenses of 71.8%, from $255,000
to $438,000, was primarily attributable to increased legal and accounting fees
incurred in connection with the Company's efforts to secure additional
investment capital and the preparation of interim financial statements.
 
                                       17
<PAGE>   20
 
     The net loss in 1994 was increased by approximately $270,000 as a result of
the Company expensing deferred offering costs related to a proposed private
placement transaction that was not consummated. See "Financial Statements."
 
  Year Ended December 31, 1994 Compared to Year Ended December 31, 1993
 
     Total expenses were approximately $536,000 for 1994 compared with total
expenses of $310,000 in 1993, an increase of $226,000, or 72.9%. The increase
was attributable to a $35,000 increase in payroll expenses, a $55,000 increase
in research and testing expenses and $135,000 increase administrative expenses.
 
     The increase in payroll and benefits expenses of 35.4%, from $99,000 to
$134,000, was primarily attributable to additional office and clerical salaries.
 
     The increase in research and testing expenses of 59.8%, from $92,000 to
$147,000, corresponds with the expansion of the Company's research and
development program at its laboratory facility and research performed pursuant
to a consultant agreement.
 
     The increase in administrative and other expenses of 112.5%, from $120,000
to $255,000, is primarily attributable to the consulting fees paid to the
Company's current Chief Operating Officer commencing July 1994 though December
1995, legal fees and rent expense related to the Company's laboratory facility
pursuant to a lease commencing January 1, 1994.
 
     The net loss in 1994 was increased by approximately $270,000 as a result of
the Company expensing deferred offering costs related to a proposed private
placement transaction that was not consummated. See "Financial Statements."
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Since its inception in June 1992, the Company has financed its operations
primarily through private placements of Series A Preferred Stock and Common
Stock totaling approximately $5.6 million, net of expenses. At March 31, 1996,
the Company had cash and cash equivalents of approximately $3.0 million and
working capital of $2.8 million. The Company has no outstanding debt (other than
accounts payable and accrued expenses) or available lines of credit as of March
31, 1996.
 
     Since its inception and through March 31, 1996, the Company has incurred
losses aggregating approximately $2.7 million and had available net operating
loss carryforwards as of December 31, 1995 of approximately $2.2 million. The
net operating loss carryforwards will expire if not used by the period from 2007
through 2010 and may be limited by United States federal tax law as a result of
future changes in ownership.
 
     Through March 31, 1996, the Company has invested $150,000 in the purchase
of equipment and approximately $179,000 in costs associated with obtaining
patents, trademarks and license rights. The Company intends to use approximately
$4.0 million of the net proceeds of this offering to purchase additional
manufacturing equipment for the production of the Company's patent pending,
split system toothpaste tube and for high-speed tube filling equipment.
 
     The Company's cash requirements may vary materially from those now planned
depending on numerous factors, including the status of the Company's marketing
efforts, the Company's business development activities, the results of clinical
trials, the regulatory process and competition. The Company currently estimates
that the net proceeds of this offering, together with its projected cash flow
from operations, if any, will be sufficient to finance its working capital and
other requirements for a period of approximately 18 months from the date of this
Prospectus. See "Use of Proceeds."
 
     Recently issued accounting standards may affect the Company's Financial
Statements in the future. See "Financial Statements."
 
                                       18
<PAGE>   21
 
                                    BUSINESS
 
OVERVIEW
 
     The Company is focused on developing and marketing over-the-counter oral
care products based on patented and patent pending technologies. The Company's
dental care products are intended to stop cavities before they begin and have
been proven scientifically to strengthen tooth enamel. The products are based on
the active ingredient sodium fluoride in a formulation that enhances tooth
"remineralization," whereby minerals, such as calcium and phosphate, are
reintroduced into tooth enamel. With toothpaste product development activities
nearing completion, the Company plans to introduce an all-family toothpaste into
test markets, consisting of approximately 5% of United States households, in the
early part of 1997. The Company currently expects to begin a national roll-out
of its toothpaste product in the first half of 1998.
 
     The significant events in the Company's progress to date include the
following:
 
        - In 1992, the Company was organized and received from the ADAHF
          exclusive worldwide remineralization licenses covering toothpaste,
          chewing gum, food and confectionery products, and a non-exclusive
          international license covering products not covered by the exclusive
          licenses (including oral spray, mouth rinse and professional gel
          products). The Company's non-exclusive international license is
          co-extensive with a non-exclusive international license granted to
          SmithKline Beecham Corp.
 
        - The Company conducted successful in vitro testing of toothpaste
          utilizing the Enamelon Technologies at the Oral Health Research
          Institute of Indiana University.
 
        - The Company conducted animal studies of toothpaste utilizing the
          Enamelon Technologies at the School of Dentistry of the University of
          Connecticut.
 
        - The Company has commenced small scale human clinical studies of its
          toothpaste to establish marketing and advertising claims.
 
        - The Company is finalizing the formulation of its toothpaste product
          and is focusing on the commercialization and marketing of that
          product.
 
MARKET OVERVIEW
 
     The worldwide toothpaste market is estimated to exceed $5 billion in annual
retail sales. Annual toothpaste sales in the United States are expected to be
$1.7 billion in 1996 and are projected to reach $2 billion by the turn of the
century. Over the last five years, the toothpaste market has become segmented as
new, premium-priced products offering benefits such as tartar control or
whitening or containing ingredients such as baking soda have steadily attracted
consumers away from older, more mature products. For example, a brand of
toothpaste introduced in 1992, with baking soda, peroxide, and fluoride, has
quickly become the number three brand with estimated annual retail sales of $175
million in 1996 and a United States market share estimated to exceed 10%.
 
TECHNOLOGY
 
     On a daily basis, teeth lose small amounts of calcium and phosphate, the
major structural ingredients of tooth enamel. This "demineralization" process is
caused by plaque acids produced from the bacterial breakdown of sugars from food
residues in the mouth. These acids dissolve the tooth enamel, producing lesions
(porous areas and soft spots in the tooth). As this process continues, the
mineral structure gradually is destroyed, eventually forming a dental cavity
which requires a dentist to remove the decay and fill the cavity.
 
     In the 1950's, scientists at Indiana University discovered that the
inclusion of fluoride in toothpaste reduces the incidence of tooth decay. When
teeth are brushed with a fluoride-containing toothpaste, the fluoride diffuses
into the tooth along with minerals existing in saliva, including calcium and
phosphate. The process is limited by the low levels of calcium and phosphate
ions found in saliva as well as by the small amounts of fluoride absorbed into
the tooth as a result of brushing with currently available fluoride toothpastes.
This slow remineralization process can be overcome by demineralization cycles
resulting in the gradual destruction of the mineral structure of teeth.
 
                                       19
<PAGE>   22
 
     The Enamelon fluoride toothpaste simultaneously supplies the active
ingredient, sodium fluoride, and high concentrations of ions of the inactive
ingredients calcium and phosphate in soluble form while brushing. Under these
conditions, remineralization was shown in the Company's in vitro studies to be
enhanced with a higher level of fluoride uptake, and the tooth structure was
shown to be strengthened and hardened. This makes the tooth less soluble and
more resistant to attacks by acids from decay-causing bacteria. Additionally,
animal studies conducted by the Company have shown that enhanced
remineralization significantly reduced the incidence of lesions.
 
STRATEGY
 
     The Company's objective is to develop a variety of oral care, chewing gum,
food and confectionery products based on the Enamelon Technologies. The Company
has developed a strategic plan to accomplish this goal. The Company's primary
strategies are to:
 
        - Focus Initially on Toothpaste.  The Company is focusing on completing
          the development of its toothpaste products and packaging, along with
          the necessary manufacturing processes required to achieve desired
          production speeds while controlling manufacturing costs. The Company
          will seek to establish distinctive brand identity emphasizing the
          enhanced remineralization benefits of its products, which will be
          communicated to both consumers and dental professionals.
 
        - Conduct Further Testing.  The Company believes that a heightened
          understanding of the chemistry required for effective remineralization
          of tooth enamel will lead to stronger protection from competition.
          Further clinical testing is being conducted to establish efficacy and
          marketing claims.
 
        - Collaborate with Corporate Partners in Certain Product Areas and
          International Markets.  The Company intends to seek domestic and
          international strategic alliances with consumer product companies that
          will assist in the marketing and manufacturing of oral care products
          outside of the United States.
 
        - Capitalize on Additional Commercial Applications.  The Company
          believes that products such as gum, lozenges and mints may provide
          benefits similar to those of its toothpaste and represent large
          potential markets for the application of the Enamelon Technologies.
 
PRODUCTS
 
     The Company plans to introduce toothpaste as its initial product line. The
Company also is exploring application of the Enamelon Technologies to oral
spray, mouth rinse, professional gel, chewing gum and food and confectionery
products, which it intends to develop after the successful commercialization of
its toothpaste. See "Risk Factors -- Dependence on Successful Development of
Initial Products," "-- Uncertainties Related to Development of Additional
Products" and "Business -- ADAHF Patents and Licenses."
 
  Toothpastes
 
     The Company's introductory product will be an all-family toothpaste
intended to enhance remineralization of tooth enamel and help stop cavities
before they begin by providing a source of fluoride in a formulation of soluble
calcium and phosphate. Full scale product development activities for Enamelon
toothpaste are nearing completion. The Company plans to introduce the all-family
toothpaste into test markets consisting of approximately 5% of United States
households in the early part of 1997. Upon the successful completion of test
marketing, the Company intends to begin a national roll-out of this product in
the first half of 1998.
 
     The Company is planning to follow-up this introduction with a toothpaste
for sensitive teeth containing as active ingredients sodium fluoride and
potassium nitrate, the FDA-approved desensitizing agent. This toothpaste will
enhance remineralization of exposed dentin caused by receding gums and provide
cavity protection and pain relieving properties. Other entries such as tartar
control and gum care toothpastes also are anticipated as future product line
extensions. See "Risk Factors -- Uncertainties Related to Development of
Additional Products."
 
                                       20
<PAGE>   23
 
     In order to dispense its toothpaste products, the Company also has
developed a patent pending, split system toothpaste tube that simultaneously
dispenses two formulations. The split system tube has dual chambers, maintaining
separation between two-component formulations until they are dispensed onto a
toothbrush. Unlike presently used split system toothpaste dispensing systems,
which employ expensive pumps, the Company's tube was designed to be filled with
conventional high-speed tube filling equipment, thus making the cost lower than
other dual chamber toothpaste dispensing systems. See "Business --
Manufacturing."
 
  Additional Potential Products
 
     Chewing Gum.  Chewing gum stimulates saliva which helps neutralize some of
the acids remaining in the mouth after eating. The Company believes that
providing greater levels of calcium and phosphate in chewing gum can have the
two-fold benefit of reducing demineralization through the increased stimulation
of saliva while increasing remineralization through the utilization of the
Enamelon Technologies. Accordingly, the Company believes that its proposed
chewing gum will be a beneficial supplement to brushing. Currently, the Company
does not have plans to develop and market independently a chewing gum.
Therefore, it may seek to sublicense or enter into joint ventures or strategic
partnerships with major chewing gum manufacturers or other entities that have
appropriate sales and marketing expertise to develop and market these products.
 
     Oral Spray, Mouth Rinse and Professional Gels.  The Company is pursuing the
development of other oral care products including oral sprays, mouthwash and
professional dental gels to be marketed outside of the United States.
 
     Food and Confectionery.  The Company believes that the addition of the
Enamelon Technologies to food and confectionery products, such as lozenges or
mints, can provide therapeutic effects similar to the Company's other proposed
products. The Company has not yet begun to evaluate the possible uses of the
Enamelon Technologies in these areas and intends to explore such applications
following the commercialization of its toothpastes.
 
     To date, the Company has concentrated development efforts on its proposed
toothpaste products. Expansion of the Company's product development activities
with respect to other potential applications of the Enamelon Technologies will
require significant efforts. See "Risk Factors -- Uncertainties Related to
Development of Additional Products."
 
RESEARCH AND DEVELOPMENT
 
     The Company's research programs commenced with in vitro testing conducted
at the Oral Health Research Institute of Indiana University and moved into
animal studies conducted at the University of Connecticut School of Dentistry.
Dr. Jason Michael Tanzer, a member of the Company's Scientific Advisory Board,
was the head of the division that conducted the Company's animal studies. The
research programs have now progressed to small scale human clinical studies
conducted at various leading independent oral care research facilities in the
United States. The overall objective of this research is to demonstrate the
efficacy of the Company's toothpaste formulations and to substantiate marketing
claims.
 
     The in vitro testing measured enamel hardness, fluoride uptake and, through
x-ray microradiography, changes in human and bovine enamel before and after
using the Enamelon Technologies. In addition to demonstrating enhancement of
remineralization, these studies were utilized to assist the Company in
optimizing the efficacy of product formulations. The Company successfully
conducted animal studies that demonstrated the enhancement of remineralization
by the Enamelon Technologies to a significantly greater degree than the
prevailing industry standard. In addition, the Company currently is conducting a
series of small scale human clinical studies, which are intended to show benefit
in humans and begin to establish marketing claims. See "Risk
Factors -- Dependence Upon Successful Development of Initial Product."
 
     The current focus of the Company's toothpaste development program is on
optimizing the dispensing characteristics and product aesthetics of an
all-family toothpaste, which include flavor, texture and overall mouth feel.
This will be followed by routine confirmatory stability and safety testing. The
formulations of the
 
                                       21
<PAGE>   24
 
Company's proposed products constantly change as dictated by consumer testing
and research and development. See "Risk Factors -- Evolving Product
Formulations."
 
     Since January 1994, the Company has centralized its internal research and
development activities at its research laboratory. The laboratory is responsible
for all technology, formulation, flavor, packaging and process development,
efficacy and stability testing, and quality control.
 
     To date, the Company has expended approximately $710,000 on its research
and development activities, including $92,000 for the year ended December 31,
1993, $147,000 for the year ended December 31, 1994, $275,000 for the year ended
December 31, 1995 and $196,000 for the three months ended March 31, 1996. The
Company expects the level of its research and development expense to increase in
the future. The Company has allocated approximately $4.0 million of the net
proceeds for research and development activities. See "Use of Proceeds."
 
MANUFACTURING
 
     The Company does not intend to manufacture its toothpaste products for the
United States market at the outset, but will instead utilize contract
manufacturers. For the balance of the worldwide toothpaste markets, as well as
for the Company's other proposed products, the Company may seek to sublicense or
enter into joint ventures or strategic partnerships with major consumer product
companies or other third parties on either an exclusive or non-exclusive basis.
Manufacturing arrangements in these markets are likely to be reflected in any
agreements establishing such relationships and may place primary manufacturing
responsibilities on others.
 
     The Company possesses laboratory size batching and tube filling
capabilities, enabling it to produce small quantities of its proposed products
at Enamelon's laboratory facility. In connection with the commencement of a
pilot manufacturing program, the Company has established a working relationship
with an FDA-approved manufacturing facility capable of providing proper
batching, high speed filling and packaging, and quality production and inventory
controls according to the Company's specifications. The Company intends to use a
portion of the net proceeds of this offering to purchase manufacturing equipment
for the production of its patent pending, split system toothpaste tube and for
high speed tube filling. Such equipment will be owned by the Company for use by
the contract manufacturer. The Company believes that this will provide greater
long-term flexibility, permitting it to change manufacturers or even to commence
its own manufacturing operations. As demand for the Company's products
increases, it will be necessary to utilize other contract manufacturers. See
"Business -- Government Regulation," "Use of Proceeds," and "Risk
Factors -- Dependence on Others to Manufacture" and "-- Compliance with Other
Government Regulation."
 
MARKETING
 
     The Company will focus its initial marketing activities on entering the
toothpaste market. The toothpaste market is highly competitive and constantly
changing as consumers continue to be receptive to product improvements, taste
enhancements and innovative packaging changes. The Company believes that cavity
prevention remains one of the most important product attributes to attract
consumers, and it intends to emphasize these qualities of its proposed
toothpaste product.
 
     The Company anticipates that its evaluation and screening of consumer
acceptance of the final formula and packaging design for its all-family
toothpaste will be complete by the end of 1996. The Company currently estimates
that an additional three months will be needed to scale-up for manufacturing.
Introduction of a toothpaste product into several representative test markets,
consisting of approximately 5% of United States households, is expected to
commence in the early part of 1997. This test market introduction will allow the
Company to assess carefully all elements of the marketing mix and make desired
changes prior to launching its toothpaste nationally. Upon successful completion
of test marketing, the Company intends to initiate introduction of its
all-family toothpaste nationally in the first half of 1998. See "Risk
Factors -- Dependence on Successful Development of Initial Product" and
"-- Dependence on Consumer Acceptance of Enamelon Products."
 
     The Company recognizes that the highly competitive nature of the toothpaste
market will require significant expenditures during the introductory phase of
marketing. However, the Company believes, based
 
                                       22
<PAGE>   25
 
on management's experience in the over-the-counter consumer products industry,
that the efficacy claims of its proposed toothpastes may permit development of
unique product advertising, thus enabling it to gain market share. Achieving and
maintaining market penetration will require significant efforts by the Company
to create awareness of and demand for the Company's proposed products.
 
     The Company's ability to build its customer base will be dependent on its
developing a successful marketing program. To the extent the Company
sublicenses, joint ventures or develops a strategic partnership with a
well-established company in international markets, its domestic marketing
capabilities may thereby be complemented and enhanced. See "Risk
Factors -- Limited Marketing Capability."
 
  Professional Marketing
 
     The Company presently anticipates establishing relationships with dental
professionals to create awareness and endorsements for its technology and
products. The Company's professional marketing activities are expected to
include placing advertisements and technical articles in professional journals
as well as attending professional conventions and distributing samples.
 
  Consumer and Trade Marketing
 
     The Company plans to build retail distribution and obtain retail shelf
space in food, drug and mass merchandisers through recruiting and supervising
experienced food and drug brokers who have strong regional ties with major
retailers. These efforts will be supported by competitive trade allowances,
television advertising and introductory trial promotions including sampling and
couponing.
 
  Foreign Marketing
 
     The Company will initially focus its marketing activities in the United
States. Accordingly, the Company has only preliminarily formulated plans for its
foreign marketing activities. However, the Company's role in marketing its
products in foreign countries will depend on the type of strategic relationships
it can develop with third-parties.
 
COMPETITION
 
     The United States toothpaste industry is dominated by Procter & Gamble
Co.'s Crest, Colgate-Palmolive Company's Colgate, SmithKline Beecham Corp.'s
Aquafresh, Chesebrough-Pond's USA Co.'s Mentadent, Church & Dwight Co., Inc.'s
Arm & Hammer Dental Care, and Block Drug Co., Inc.'s Sensodyne. The industry is
led by Procter & Gamble Co. and its leading brand, Crest, which established its
position as a market leader when it received the seal of the American Dental
Association's Council on Dental Therapeutics for its use of fluoride in the
early 1960's.
 
     Although the toothpaste market is mature, in recent years new products have
captured market share from established brands. Market share gains have been
achieved by higher priced, more therapeutically oriented new products with
unique marketing positions. Consequently, the Company believes that its proposed
toothpaste will capture consumer and professional interest because of its
ability to enhance remineralization of tooth enamel. See "Risk
Factors -- Dependence on Successful Development of Initial Products" and
"-- Competition."
 
     If the Company attempts to develop a chewing gum using the Enamelon
Technologies, then it will be entering a highly competitive industry. The $2.5
billion per year chewing gum market in the United States is dominated by major
competitors including Wm. Wrigley Jr. Co., Warner-Lambert Company and RJR
Nabisco, Inc. The Company also intends to compete in the food and confectionery
industries. To the extent that the Company will sublicense or enter into joint
ventures or strategic partnerships with major consumer
 
                                       23
<PAGE>   26
 
products companies, of which no assurance can be given, it may be aligning
itself with one or more of its major competitors instead of competing with them.
 
     Addtionally, the Company is pursuing the development of its rights to
manufacture and market oral sprays, mouth rinses and professional gels outside
of the United States, in addition to its proposed toothpaste, chewing gum, food
and confectionery products. The Company's competition in markets outside the
United States will vary by product and from country to country. However, in
general, such markets tend to be highly competitive and dominated by large
multinational and domestic corporations.
 
ADAHF PATENTS AND LICENSES
 
     The ADAHF Patent Rights licensed to the Company relate to four issued
patents and one United States pending patent application. Two of the issued
patents cover the following Amorphous Calcium Carbonate ("ACC") products:
Amorphous Calcium Phosphate ("ACP"); Amorphous Calcium Carbonate Phosphate
("ACCP"); and Amorphous Calcium Phosphate Fluoride ("ACPF"). The two other
patents and the United States pending patent application cover advanced
technology, including Amorphous Calcium Phosphate Carbonate Fluoride ("ACPCF")
and other technology not patented in the first two United States patents.
Foreign patent applications are pending with respect to one of the United States
pending applications in approximately 28 countries. The ADAHF patents may claim
the effectiveness of ingredients that do not fall under the Monograph. The
Company's products currently under development do not rely on those ingredients
as active ingredients, but rely only on sodium fluoride as the sole active
ingredient. See "Risk Factors -- Compliance with the Monograph" and
" -- Compliance with Other Government Regulation."
 
     In June 1992, the Company entered into a License Agreement (the "License
Agreement") with the ADAHF. This License Agreement, as restated and amended,
grants the Company the exclusive United States license to manufacture and sell
toothpastes, chewing gum, food and confectionery products utilizing the ADAHF
Patented Technology. The License Agreement extends until three years after the
Company determines and thereafter notifies the ADAHF that the following two
conditions have been met: (i) the material claimed in the ADAHF patents and
patent application has been stabilized in the form to be used in toothpastes,
chewing gums, confections and foods to enable it to be stored and marketed in a
manner similar to other such products and (ii) a licensed product has received
the first FDA approval necessary, if any, for marketing to professionals or the
general public. The exclusive license under the License Agreement may be
extended by the Company in additional four-year increments as to each of the
product categories or as to all such product categories, provided that the
Company has complied with its royalty and other obligations under the License
Agreement and has, as to each relevant product category or categories, sold
products generating more than $17,000 in royalties in the last year of the
preceding exclusivity period. Unless the License Agreement is otherwise
terminated as provided therein, it will extend for the term of the last to
expire of any patent licensed under the License Agreement in the United States.
If the period of exclusivity under the License Agreement is not renewed, then
the license becomes non-exclusive for the remaining term of the agreement.
 
     The License Agreement may not be assigned, transferred or sublicensed by
the Company without the prior written consent of the ADAHF, which consent may
not be unreasonably withheld. However, the License Agreement may be assigned to
another company in which the Company owns more than 50% of the voting stock
without the prior written consent of the ADAHF.
 
     The License Agreement provides that improvements that are used with or that
require use of toothpastes, chewing gums, foods or confections that embody
material claimed in the ADAHF Patent Rights, as well as any improvements and
inventions that are made jointly by the Company and the ADAHF that do not relate
to remineralization or commercialization of such products or of the subject
matter of the ADAHF Patent Rights, will be owned by the ADAHF and licensed to
the Company. The Company has the right to veto the granting of licenses relating
to such improvements and inventions that are developed in part by the Company.
 
     In November 1992, the Company entered into a Foreign License Agreement (the
"Foreign License Agreement"), which was subsequently restated and amended with
the ADAHF and grants the Company an exclusive license to manufacture and sell
toothpastes, chewing gum, food and confections using the inventions
 
                                       24
<PAGE>   27
 
that are the subject matter of foreign patent applications filed by the ADAHF in
approximately 28 countries. In addition, the Foreign License Agreement grants
the Company the non-exclusive right to manufacture and sell other products in
such countries using inventions that are the subject of such foreign patent
applications, including oral sprays, mouth rinses and professional gels. The
Foreign License Agreement expires upon the earlier of the termination of the
License Agreement, except as to those countries for which the royalty paid per
country in the preceding year exceeded $7,000, or the expiration of the last to
expire of any foreign patent licensed under the Foreign License Agreement or the
abandonment or lapse of all foreign patents and applications.
 
     The Company was notified in July 1995 that the ADAHF entered into a license
agreement with SmithKline Beecham Corp. for exclusive rights in the United
States for the fields of use other than toothpastes, chewing gum, food and
confections (including oral sprays, mouth rinses and professional gels)
utilizing the ADAHF Patented Technology. The Company's non-exclusive rights for
these additional applications outside of the United States are co-extensive with
the non-exclusive rights granted to SmithKline Beecham Corp. for these products
outside of the United States.
 
     The License Agreement and Foreign License Agreement are both subject to (i)
licenses granted to the United States, which are not transferable by the
government and (ii) rights retained by the ADAHF to make and use its inventions
for research and testing, but not to sell or use them commercially in fields
licensed exclusively to the Company.
 
     Under the Foreign License Agreement, as restated, the Company was also
granted an option and right of first refusal during the term of the Foreign
License Agreement, for a limited license under future patents and patent
applications for inventions and material covered by and claimed in the ADAHF's
foreign patent rights, for all territories not included within the United States
or licensed territories under the licenses, with respect to toothpastes, chewing
gum, food and confectionery products. Before granting such a license for a
territory to third-parties, the ADAHF must first notify the Company, which will
then have the right to obtain a license for that territory on terms consistent
with the Foreign License Agreement. To the extent the ADAHF has not granted a
license to a third-party notwithstanding the Company's failure to exercise its
right of first refusal, the Company has the additional option to receive a
license in any of such territories on terms consistent with the Foreign License
Agreement.
 
     Under the License Agreement, the Company is required to make royalty
payments of 4% of net sales, subject to minimum royalty payments of $3,000 in
1992, $5,000 in 1993 and $7,000 in each subsequent year. Under the Foreign
License Agreement, the Company is required to pay 7% of net sales (4% if such
sales are made by an entity that joint ventures with the Company) and bear the
costs of prosecution of foreign patent applications. If the Company sublicenses
a foreign patent, it is required to pay to the ADAHF 25% of the gross income
resulting from such sublicense actually received by the Company.
 
     The ADAHF has made no representation or warranty, express or implied, with
respect to the efficacy or possible commercial exploitation of the Company's
proposed products.
 
GOVERNMENT REGULATION
 
     Under the federal Food, Drug, and Cosmetic Act, as amended, and the
implementing regulations promulgated by the FDA, a non-prescription
(over-the-counter) drug may be marketed in one of two ways. The FDA has
established a program to promulgate "monographs" determining the conditions
under which most non-prescription drugs may be marketed without the requirement
of an NDA. The monographs establish those active ingredients that are safe and
effective at specified levels and all aspects of the labeling that are permitted
for these products. The monographs establish all of the conditions for marketing
a non-prescription drug without the need for an NDA. Any non-prescription drug
that does not comply with the final monograph may lawfully be marketed only if
it has an approved NDA. Because it is time consuming and costly to obtain FDA
approval of an NDA, most non-prescription drugs (except those that have recently
been switched from prescription to non-prescription status) are marketed
pursuant to an FDA over-the-counter drug monograph.
 
                                       25
<PAGE>   28
 
     The FDA has published the Monograph for over-the-counter anticaries drug
products, the category of over-the-counter drug products covering the Company's
proposed oral care products. The Monograph establishes conditions under which
non-prescription drug products that aid in the prevention of dental caries or
cavities are generally recognized as being safe and effective and not
misbranded. The Company intends to rely on the advice of FDA counsel to satisfy
formulation and labeling requirements of the Monograph as they apply to the
Company's products. See "Risk Factors -- Compliance with the Monograph."
 
     Although the Company intends to make only such packaging claims as are
permitted by the Monograph in order to avoid the substantial expense and time
required to receive FDA approval under an NDA, it may seek to file an NDA with
the FDA in order to make further claims not covered by the Monograph. If the
Company decides to or is required to make such additional claims, it may seek
strategic partners to assist in the financing of the NDA process. Further, the
Company may not have sufficient financing or other resources available to
complete the NDA process and assuming such financing and resources are
available, there is no assurance that the FDA will approve the NDA.
 
     Each domestic drug product manufacturing facility must be registered with
the FDA. Each manufacturer must inform the FDA of every drug product it has in
commercial distribution and keep such list updated. Domestic manufacturing
facilities are also subject to at least biannual inspection by the FDA for
compliance with Good Manufacturing Practice regulations promulgated by the FDA.
Compliance with Good Manufacturing Practice regulations is required at all times
during the manufacture and processing of drug products. Accordingly, to the
extent that the Company utilizes contract manufacturers, such manufacturers must
be in compliance with all FDA requirements.
 
     The Company is also subject to regulation under various federal and state
laws regarding, among other things, occupational safety, environmental
protection, hazardous substance control and product advertising and promotion.
In connection with its research and development activities, the Company is
subject to federal, state and local laws, rules, regulations and policies
governing the use, generation, storage, discharge, handling and disposal of
certain materials and wastes. The Company believes that it has complied with
these laws and regulations in all material respects and it has not been required
to take any action to correct any material noncompliance. The Company does not
currently anticipate that any material capital expenditures will be required in
order to comply with federal, state and local environmental laws or that
compliance with such laws will have a material effect on the financial condition
or competitive position of the Company. The Company may also be subject to
foreign government regulations regarding over-the-counter drug products.
Accordingly, the Company intends to submit applications to foreign regulatory
agencies, if necessary, to make therapeutic health claims for its products to be
marketed abroad. See "Risk Factors -- Compliance with Other Government
Regulation."
 
TRADEMARKS AND PROPRIETARY INFORMATION
 
  Trademarks
 
     The Company intends to protect the names of certain of its products and
formulations by registration of its trademarks, where appropriate, both in the
United States and in foreign countries.
 
     The Company has filed applications in the United States Patent and
Trademark Office to register the word mark ENAMELON, on the Principal Register,
for toothpaste, chewing gum, certain confection products, and various oral care
products, such as medicated mouth washes and professional dental gels. The
applications covering toothpaste, chewing gum and confection have been allowed,
subject to use of the mark. The application for the oral care products has been
allowed, subject to publication for opposition and use of the mark. The Company
has also applied to register the ENAMELON mark for toothpaste, chewing gum and
certain confection products in eight foreign countries. It is possible that
prior registrations and/or uses of the mark (or a confusingly similar mark) may
exist in one or more countries, in which case the Company might thereby be
precluded from registering and/or using the ENAMELON mark in such countries.
Accordingly, other trademarks are being considered by the Company.
 
                                       26
<PAGE>   29
 
     The Company has also applied to register its stylized "E" logo in the
United States and Canada, for toothpaste, chewing gum, certain confection
products, and various oral care products. The United States application for the
first three types of goods has been approved, subject to use of the mark. The
United States application for oral care products, and the single Canada
application for all of such goods, have each been approved, subject to
publication for opposition and use of the mark.
 
     The Company has also filed applications, in the United States and Canada,
to register the word mark FLUOREMIN for toothpaste. Each of such applications
has been allowed, subject to use of the mark.
 
     In connection with its trademark protection and registration program, the
Company acquired from a third party its rights in and to the mark ENAMELINE, for
use in connection with chewing gum, including the United States registration for
such mark. The assignment was made on a quitclaim basis without any
representations or warranties as to the validity or subsistence of the rights
and registration so assigned, and the Company may or may not make use of the
mark ENAMELINE.
 
  Proprietary Information
 
     Much of the Company's technology is dependent upon the knowledge,
experience and skills of key scientific and technical personnel. To protect
rights to its proprietary know-how and technology, Company policy requires all
employees and consultants to execute confidentiality agreements that prohibit
the disclosure of confidential information to anyone outside the Company. These
agreements also require disclosure and assignment to the Company of discoveries
and inventions made by such persons while devoted to Company activities. There
can be no assurance that these agreements will not be breached, that the Company
will have adequate remedies for any such breach or that the Company's trade
secrets will not otherwise become known or be independently developed by
competitors. In addition, it is possible others may infringe the patent rights
of the Company. See "Risk Factors -- Protection of Proprietary Technology and
Information."
 
LIABILITY INSURANCE
 
     The Company's business involves exposure to potential product liability
risks that are inherent in manufacturing and marketing of pharmaceutical
products. Although the Company has not experienced any product liability claims
to date, any such claims could have a material adverse impact on the Company.
See "Risk Factors -- Product Liability." The Company currently has general
liability insurance with coverage limits of $1,000,000 per occurrence and
$2,000,000 on an annual aggregate basis and product liability insurance with
coverage limits of $1,000,000 per occurrence and $1,000,000 on an aggregate
basis. The Company intends to increase both its general liability insurance and
product liability insurance to coverage limits of $5,000,000 per occurrence and
$5,000,000 on an annual aggregate basis. While the Company's insurance polices
provide coverage on a claims made basis and are subject to annual renewal, there
can be no assurance that the Company will be able to maintain such insurance on
acceptable terms, that the Company will be able to secure increased coverage or
that any insurance will provide adequate protection against potential
liabilities.
 
PERSONNEL
 
     The Company presently has seven full-time employees, Dr. Steven R. Fox,
Chairman of the Board and Chief Executive Officer, D. Brooks Cole, President and
Chief Operating Officer, Norman Usen, Vice President of Operations and Vice
President of Product Development, Anthony E. Winston, Vice President of
Technology and Clinical Research, an administrative assistant and two laboratory
technicians. The laboratory is also staffed by two part-time technicians. The
Company currently is seeking to hire a chief financial officer, a full-time
product development specialist and an additional part-time technician.
 
PROPERTIES
 
     The Company currently subleases office facilities located at 15 Kimball
Avenue, Yonkers, New York from an affiliate. Commencing on January 1, 1996, the
Company obtained a one year lease of an additional 1,300 square feet of space at
its current address. See "Certain Transactions." The Company leases its
laboratory facilities in East Brunswick, New Jersey pursuant to a five year
lease expiring December 31, 1998. The leased premises are approximately 4,000
square feet.
 
                                       27
<PAGE>   30
 
                                   MANAGEMENT
 
DIRECTORS AND EXECUTIVE OFFICERS
 
     The following table sets forth information regarding the Company's
directors and executive officers.
 
<TABLE>
<CAPTION>
              NAME                AGE                             POSITION
- --------------------------------  ---   -------------------------------------------------------------
<S>                               <C>   <C>
Dr. Steven R. Fox...............  42    Chairman of the Board, Chief Executive Officer and Treasurer
D. Brooks Cole..................  56    President and Chief Operating Officer
Norman Usen.....................  55    Vice President-Operations, Vice President-Product Development
                                        and Secretary
Anthony E. Winston..............  51    Vice President-Technology and Clinical Research
Dr. S.N. Bhaskar................  72    Director
Dr. Bert D. Gaster..............  68    Director
Richard A. Gotterer.............  33    Director
Eric D. Horodas, Esq............  43    Director
</TABLE>
 
     The business experience, principal occupations and employment, as well as
the periods of service, of each of the directors and executive officers of the
Company during at least the last five years are set forth below.
 
     Steven R. Fox, D.D.S., F.I.C.D., F.A.C.D., is the founder of the Company,
and has been Chairman of the Board of Directors and Chief Executive Officer of
the Company since June 1992. From June 1992 through December 1995 and from June
1992 through June 1996, respectively, Dr. Fox was also the Company's President
and Treasurer. Dr. Fox is a member of the faculty of the Harvard School of
Dental Medicine. Since July 1978, Dr. Fox has been a practicing dentist and
currently practices dentistry on a part-time basis. Dr. Fox was an Assistant
Clinical Professor at New York University's College of Dentistry from 1979 to
1987. Dr. Fox has been active in various professional organizations, including
the International Dental Research Society, the American Dental Association and
the Ethics Committee of the Ninth District Dental Society.
 
     D. Brooks Cole has been the President and Chief Operating Officer of the
Company since January 1996. Commencing in September 1993, Mr. Cole was retained
by the Company as a consultant. Mr. Cole has over twenty-five years of
experience in the marketing of over-the-counter drugs, oral care products and
cosmetics. Mr. Cole was employed by the Mentholatum Company, Inc., an
over-the-counter drug company, in various positions from 1980 to 1993, most
recently as President of the United States Division, and a member of the
Executive Committee and the Board of Directors from 1983 to 1993. He was
employed at Avon Products, Inc., a cosmetics company, in various positions from
1971 to 1980, most recently as a Vice President from 1976 to 1980. Mr. Cole was
employed at Vick Chemical Company, a consumer drug company, and served in
several sales, promotion and product marketing positions from 1961 to 1971. Mr.
Cole was a Vice President of the Non Prescription Drug Manufacturers Association
and served on its Board of Directors and Executive Committee from 1990 to 1993.
 
     Norman Usen had been Vice President-Research and Development and Product
Development of the Company since July 1993. In May 1995, Mr. Usen became the
Company's Vice President-Product Development, Vice President-Operations and
Secretary. Mr. Usen is a consultant specializing in consumer product development
with thirty years' experience in product development, contract manufacturing and
consumer research. He had substantial responsibility for the development of Arm
& Hammer Toothpaste and Toothpowder for Church & Dwight Co., Inc. from 1982 to
1991. Since 1992, Mr. Usen, as President and sole stockholder of Nu-Products,
Inc. ("NP"), has been an independent consultant. From August 1993 through April
1995, NP was retained by the Company as a consultant on a part-time basis to
coordinate product development. See "Management -- Employment and Consulting
Agreements."
 
     Anthony E. Winston has been the Vice President-Technology and Clinical
Research since January 1995. Mr. Winston has over 25 years of technology
development and clinical research experience most recently as Technical Director
for Church & Dwight Co., Inc. where he was responsible for technology
development, clinical research, ADA and FDA interface, claim substantiation and
patent protection for Arm & Hammer's baking soda toothpastes, including their
latest introduction: Peroxy Care(R). Mr. Winston is the holder or
 
                                       28
<PAGE>   31
 
co-holder of more than 60 United States patents, of which 14 are for toothpaste
products, with two additional oral care patents pending.
 
     S.N. Bhaskar, D.D.S., M.S., Ph.D., Major General U.S. Army (Ret.) has been
a director of the Company since August 1994 and the Chairman of the Scientific
Advisory Board since August 1992. Since 1981, Dr. Bhaskar has been in a private
dental practice in Monterey and Salinas, California. From January 1955 to
December 1980, Dr. Bhaskar was Major General, Dental Corps in the United States
Army, Assistant Surgeon General for Dental Services of the United States Army
and Chief of the United States Army Dental Corps. He is an Honorary Fellow of
the Academy of General Dentistry, a Diplomat to the American Board of Oral
Medicine and the American Board of Oral Pathology, and a member of the Dental
Research Advisory Committee to the United States Army. Dr. Bhaskar is a former
Vice Chairman of Atrix Laboratories, Inc. and a consultant to the Board of
Directors at Vipont, Inc., a publicly-traded company engaged in the development
and marketing of oral care products.
 
     Bert D. Gaster, D.D.S., M.S.D. has been a director of the Company since
November 1992 and is a tenured Associate Professor at New York University's
College of Dentistry. Dr. Gaster has held various faculty positions with New
York University's College of Dentistry since 1972, including that of Clinic
(Module) Director for nine years. Dr. Gaster is a member of the American College
of Prosthodontics, has served on the Budget Policy Development Committee and
currently is a Director of the New York University Dental Alumni Association.
Dr. Gaster is currently an attending Prosthodontist with four hospitals in the
New York metropolitan area.
 
     Richard A. Gotterer has been a director of the Company since November 1992
and has been a portfolio manager of fixed income securities at Schroder Wertheim
Investment Services, an investment banking firm since September 1993. Mr.
Gotterer was a private investor from June 1990 through August 1993. Mr. Gotterer
was the Vice President of Finance and Chief Financial Officer of Channel
American LPTV Holdings, Inc., an entertainment company, from February 1988 to
May 1990. He was a financial analyst with Oppenheimer & Co., Inc., an investment
banking firm, from October 1985 to October 1987.
 
     Eric D. Horodas, Esq. has been a director of the Company since November
1992. Mr. Horodas is President of Markev Realty Corporation, and is Vice
President and Secretary of Baco Realty Corporation, both of which are actively
engaged in originating, managing and servicing commercial real estate and
mortgage investments. He has also been acting as a consultant to various
insurance regulators and insurance industry members in connection with the
restructuring and rehabilitation of financially troubled insurance companies
since October 1993. Mr. Horodas was a founding partner and member of the
Management Committee of the law firm of Rubinstein & Perry, from February 1988
until October 1993.
 
     All directors hold office until the next annual meeting of stockholders or
until their successors are elected and qualify. Officers are elected annually
by, and serve at the discretion of, the Board of Directors.
 
SCIENTIFIC ADVISORY BOARD
 
     The Company has established a five-member Scientific Advisory Board (the
"SAB"). Each member is a distinguished chemist or dental researcher chosen for
his continuing commitment to chemistry and dental science. The SAB provides
expertise and advice to the Company in several areas including guidance for the
ethical and scientific conduct of the scientific testing of the Company's
proposed products. The SAB also works in cooperation with the Company and the
scientists at the American Dental Association's Paffenbarger Research Center at
the United States Government's National Institute of Standards and Technology,
where the ADAHF Patented Technology was developed.
 
     Consulting compensation at annual rates ranging from $5,000 to $15,000 are
paid to certain members of the SAB. In addition, the Company intends to grant,
from time to time, stock options to members of the SAB. See
"Management -- Employee Benefit Plans" for a description of options already
granted to certain SAB
 
                                       29
<PAGE>   32
 
members. SAB members are elected annually by, and serve at the discretion of,
the Board of Directors. Currently, the members of the SAB are as follows:
 
     S.N. Bhaskar, D.D.S., Ph.D., Major General United States Army (Ret.) serves
as the Chairman of the SAB and is also a member of the Company's Board of
Directors. See "Management -- Directors and Executive Officers."
 
     Robert Bruce Merrifield, Ph.D. is the recipient of the 1984 Nobel Prize in
Chemistry as well as numerous other scientific honors, and has been the John D.
Rockefeller, Jr. Professor at The Rockefeller University since 1966. He has been
a member of the faculty at The Rockefeller Institute for Medical Research since
1963. Dr. Merrifield is an Associate Editor of The International Journal of
Peptide and Protein Research, on the Editorial Board of Analytical Biochemistry,
and a member of the American Chemical Society, American Society of Biological
Chemists, American Institute of Chemists and the National Academy of Sciences.
Dr. Merrifield has been the Nobel Guest Professor, Uppsala, Sweden.
 
     Ming S. Tung, Ph.D. is the inventor of the ADAHF Patented Technology
licensed to the Company, and has been the Project Leader on the chemistry of
calcium phosphates, prevention of dental caries, and coatings of the tooth
research projects at the American Dental Association Health Foundation
Paffenbarger Research Center, National Institute of Standards and Technology,
since 1974. Dr. Tung was associated with Brown University and the University of
Maryland conducting research on biopolymers, self-association proteins and
allosteric proteins from 1965 to 1974.
 
     Joseph L. Henry, D.D.S., M.S., Ph.D., F.A.C.D., F.R.S.H., F.I.C.D. has held
faculty positions at the Harvard School of Dental Medicine, including Interim
Dean for the Dental School and Associate Dean for Government and Community
Affairs, since 1975. In December 1994, Dr. Henry retired as Associate Dean at
the Harvard School of Dental Medicine, and Professor and Chairman of the
Department of Oral Diagnosis and Oral Radiology at the Harvard School of Dental
Medicine. Dr. Henry held various faculty positions at Howard University College
of Dentistry from 1953 to 1975, including Professor of Oral Medicine,
Superintendent and Director of Clinics, and served as Dean of the Dental College
for nine years.
 
     Jason Michael Tanzer, D.M.D., Ph.D., F.A.C.D. has been a Professor and head
of the Division of Oral Medicine, Department of Oral Diagnosis, at the
University of Connecticut School of Dental Medicine since 1977, and a Professor,
Department of Laboratory Medicine, University of Connecticut School of Medicine
since 1979. Dr. Tanzer was the recipient of the Basic Research in Oral Science
Award in April 1973 and the Dental Caries Research Award in March 1985, both
from the International Association for Dental Research. Dr. Tanzer has also been
appointed Chairman of the Distinguished Scientist Awards Committee for the
International Association for Dental Research to serve from 1993 through 1998.
 
COMMITTEES OF THE BOARD OF DIRECTORS
 
     The Audit Committee, established in July 1993, currently consists of Dr.
Bhaskar and Mr. Gotterer (Chairman). The functions of the Audit Committee are to
recommend annually to the Board of Directors the appointment of the independent
public accountants of the Company, review the scope of their annual audit and
other services they are asked to perform, review the report on the Company's
financial statements following the audit, review the accounting and financial
policies of the Company and review management's procedures and policies with
respect to the Company's internal accounting controls.
 
     The Compensation Committee, also established in July 1993, currently
consists of Dr. Gaster and Mr. Horodas (Chairman). The functions of the
Compensation Committee are to review and approve salaries, benefits and bonuses
for all executive officers of the Company, and to review and recommend to the
Board of Directors matters relating to employee compensation and employee
benefit plans. The Compensation Committee also administers the Plan. See
"Management -- Employee Benefit Plans."
 
                                       30
<PAGE>   33
 
EXECUTIVE COMPENSATION
 
     The table below summarizes the compensation received by the Company's Chief
Executive Officer and Vice President -- Technology and Clinical Research ("named
executive officers") for services rendered during the fiscal years ended
December 31, 1995, 1994 and 1993. No other executive officer of the Company
received compensation in excess of $100,000 during such years.
 
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                                                          LONG-TERM
                                                                                         COMPENSATION
                                                                                         ------------
                                                                 ANNUAL COMPENSATION      SECURITIES
                       NAME AND                                 ----------------------    UNDERLYING
                 PRINCIPAL POSITION(1)                   YEAR   SALARY ($)   BONUS ($)    OPTION (#)
- -------------------------------------------------------  ----   ----------   ---------   ------------
<S>                                                      <C>    <C>          <C>         <C>
Steven R. Fox..........................................  1995    $  75,000    $10,000        450,000
  Chairman of the                                        1994       75,000         --             --
  Board, President,                                      1993       75,000         --             --
  Chief Executive Officer and Treasurer(2)
Anthony E. Winston.....................................  1995    $ 129,875         --        160,000
  Vice President --                                      1994           --         --             --
  Technology and                                         1993           --         --             --
  Clinical Research(3)
</TABLE>
 
- ---------------
(1) See "Management -- Employment and Consulting Agreements" for a description
    of Dr. Fox's employment agreement with the Company as Chairman of the Board
    and Chief Executive Officer which commenced on January 1, 1994; Anthony E.
    Winston's employment agreement with the Company as the Company's Vice
    President-Technology and Clinical Research which commenced on January 1,
    1995; D. Brooks Cole's employment agreement with the Company whereby Mr.
    Cole became the Company's President and Chief Operating Officer as of
    January 1, 1996; and Norman Usen's employment agreement with the Company as
    the Company's Vice President -- Research and Development and Vice
    President -- Operations.
 
(2) Dr. Fox resigned as the Company's President effective on January 1, 1996.
 
(3) Mr. Winston became the Company's Vice President -- Technology and Clinical
    Research as of January 24, 1995.
 
     The following table sets forth the individual grants of stock options made
during the fiscal year ended December 31, 1995 to each of the named executive
officers.
 
                       OPTION GRANTS IN LAST FISCAL YEAR
 
<TABLE>
<CAPTION>
                                              INDIVIDUAL GRANTS
                            ------------------------------------------------------     POTENTIAL REALIZABLE
                                           PERCENT                                             VALUE
                            NUMBER OF      OF TOTAL                                  AT ASSUMED RATES OF STOCK
                            SECURITIES     OPTIONS                                      PRICE APPRECIATION
                            UNDERLYING     GRANTED         EXERCISE                     FOR OPTION TERM(1)
                             OPTIONS     TO EMPLOYEES      OR BASE      EXPIRATION   -------------------------
           NAME             GRANTED(#)  IN FISCAL YEAR   PRICE ($/SH)      DATE        5%($)          10%($)
- --------------------------  ---------   --------------   ------------   ----------   ----------     ----------
<S>                         <C>         <C>              <C>            <C>          <C>            <C>
Steven R. Fox.............   450,000         48.0%          $ 3.00        5/31/00    $3,532,823     $4,485,903
Anthony E. Winston........   150,000         16.0             1.33        1/31/00     1,402,208      1,685,790
                              10,000          1.1             4.00        6/30/00        68,943         90,707
</TABLE>
 
- ---------------
(1) The potential realizable value through the expiration date of the options
    has been determined on the basis of the anticipated initial public offering
    price, compounded annually over the remaining term of the respective option,
    net of exercise price. These values have been determined based upon assumed
    rates of appreciation and are not intended to forecast the possible future
    appreciation, if any, of the price or value of the Company's Common Stock.
 
                                       31
<PAGE>   34
 
     The following table sets forth the number of exercisable or vested and
unexercisable or unvested options during the fiscal year ended December 31, 1995
held by each of the named executive officers and the year-end value of such
unexercised options.
 
                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR END OPTION VALUES
 
<TABLE>
<CAPTION>
                                                                                        VALUE OF
                                                                NUMBER OF              UNEXERCISED
                                                               UNEXERCISED            IN-THE-MONEY
                                                                OPTIONS AT               OPTIONS
                                                            FISCAL YEAR-END(#)    AT FISCAL YEAR-END($)
                                                               EXERCISABLE/           EXERCISABLE/
                          NAME                                UNEXERCISABLE           UNEXERCISABLE
- ---------------------------------------------------------  --------------------   ---------------------
<S>                                                        <C>                    <C>
Steven R. Fox............................................        450,000/0            $ 2,700,000/0
Anthony E. Winston.......................................        160,000/0              1,200,500/0
</TABLE>
 
COMPENSATION OF DIRECTORS.
 
     Members of the Board of Directors presently receive no additional
remuneration for acting in that capacity. The Company anticipates that upon
completion of this offering, each non-employee director will receive $500 for
attendance at each meeting plus reimbursement for expenses for each meeting
attended. See "Management -- Employee Benefit Plans" and "-- Employment and
Consulting Agreements" for a description of options granted to members of the
Board of Directors. It is anticipated that each member of the Audit Committee
and the Compensation Committee will receive $250 for each meeting attended
together with reimbursement of expenses.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
 
     Dr. Bert D. Gaster and Mr. Eric D. Horodas served as members of the
Company's compensation committee during the last completed fiscal year. There
are no compensation committee (or board of directors) interlock relationships
with respect to the Company.
 
EMPLOYMENT AND CONSULTING AGREEMENTS
 
     The Company has entered into an employment agreement with Dr. Steven R.
Fox, pursuant to which Dr. Fox is employed as Chairman of the Board of Directors
and Chief Executive Officer for a term of five years commencing on January 1,
1994. The agreement, as amended, provides that Dr. Fox shall devote such time to
the Company as necessary to perform his responsibilities thereunder, but no less
then forty hours per week, in consideration of an annual salary of $75,000,
which increased to $175,000 per year in January 1996. The employment agreement
acknowledges that Dr. Fox shall be entitled to maintain his dental practice and
see patients on a basis that does not interfere with the performance of his
duties thereunder. Dr. Fox continues to practice dentistry on a part-time basis.
Pursuant to the agreement, if Dr. Fox opposes a change of control of the
Company, as defined in the agreement, and thereafter elects to terminate his
employment with the Company, he is entitled to a one time payment of either (i)
two and nine-tenths (2.9) times the sum of Dr. Fox's current base annual salary
plus any amounts due to him under the Company's Incentive Compensation Plan if a
majority of the Company's Board of Directors opposed the change of control or
(ii) two and one-half (2.5) times the sum of Dr. Fox's current base annual
salary plus any amounts due to him under the Company's Incentive Compensation
Plan if a majority of the Company's Board of Directors voted in favor of the
change of control. However, such payment shall not exceed the maximum payment
permitted by Section 280G of the Internal Revenue Code of 1986, as amended.
Pursuant to the Company's Incentive Compensation Plan, Dr. Fox shall be entitled
to 50% of all amounts allocated to such plan. See "Management -- Employee
Benefit Plans."
 
     The Company has entered into an employment agreement with D. Brooks Cole,
pursuant to which Mr. Cole is employed as President and Chief Operating Officer.
The agreement, as amended, provides that
 
                                       32
<PAGE>   35
 
Mr. Cole shall devote all of his business time to the Company in consideration
of an annual salary of $150,000, subject to adjustment. In addition, Mr. Cole
shall be entitled to 15% of all amounts allocated to the Company's Incentive
Compensation Plan. Mr. Cole serves at the pleasure of the Board of Directors;
however, if the Company elects to terminate the agreement, Mr. Cole is entitled
to six months severance pay including all salary and benefits. Pursuant to the
employment agreement, Mr. Cole was granted a seven-year option to purchase
99,000 shares of Common Stock at an exercise price equal to $1.33 per share,
immediately exercisable from the date of the grant, and expiring seven years
thereafter. Prior to the commencement of this agreement, Mr. Cole had been
retained by the Company on a consulting basis at a rate of $3,000 per month,
plus, for the period from July 1994 through July 1995, 3,000 Common Stock
options per month at an exercise price of $1.33 per share. Effective November 1,
1995, the consulting fee was increased to $4,000 per month.
 
     The Company has entered into an employment agreement with Norman Usen,
pursuant to which Mr. Usen is employed full-time as Vice President -- Product
Development and Vice President-Operations for a term of three years commencing
on May 1, 1995. The consulting agreement between the Company and NP terminated
upon the commencement of Mr. Usen's employment agreement. Pursuant to the
employment agreement, Mr. Usen will devote his full time to the Company in
consideration of an annual salary of $105,000 the first year of the term,
$115,000 the second year of the term, and $125,000 for the third year of the
term. If Mr. Usen is terminated from the Company without cause, as defined in
the agreement, then he shall be entitled to continue to receive his salary and
benefits until the end of the term of the agreement. As additional compensation,
Mr. Usen shall be entitled to 12.5% of all amounts allocated to the Company's
Incentive Compensation Plan. Pursuant to the employment agreement, Mr. Usen was
granted seven-year options to purchase an aggregate 90,000 shares of Common
Stock at an exercise price equal to $1.33 per share. The options previously
granted to NP were terminated and reissued to Mr. Usen. See "Certain
Transactions."
 
     The Company has entered into an employment agreement with Anthony E.
Winston, pursuant to which Mr. Winston is employed full-time as Vice
President -- Technology and Clinical Research for a term of two years commencing
in January 1995. Pursuant to the employment agreement, Mr. Winston will devote
his full time to the Company in consideration of an annual salary of $135,000.
If Mr. Winston is terminated from the Company without cause, as defined in the
agreement, then he shall be entitled to continue to receive his salary and
benefits until the end of the term of the agreement. As additional compensation,
Mr. Winston shall be entitled to 5% of all amounts allocated to the Company's
Incentive Compensation Plan. Pursuant to the employment agreement, Mr. Winston
was granted ten-year options to purchase an aggregate 150,000 shares of Common
Stock at an exercise price equal to $1.33 per share.
 
EMPLOYEE BENEFIT PLANS
 
  1993 Stock Option Plan
 
     In July 1993, the Board of Directors adopted the Plan which was approved by
the Company's stockholders in September 1993. The Plan provides for the grant to
qualified employees (including officers and directors) of the Company of options
to purchase shares of Common Stock. A total of 1,500,000 shares of Common Stock
have been reserved for issuance upon exercise of stock options granted under the
Plan. The Plan is administered by the Board of Directors or a committee of the
Board of Directors (the "Committee") whose members are not entitled to receive
options under the Plan (excluding options granted exclusively for directors
fees). The Committee has complete discretion to select the optionee and to
establish the terms and conditions of each option, subject to the provisions of
the Plan. Options granted under the Plan may or may not be "incentive stock
options" as defined in Section 422 of the Internal Revenue Code ("Incentive
Options") depending upon the terms established by the Committee at the time of
grant, but the exercise price of options granted may not be less than 100% of
the fair market value of the Common Stock as of the date of grant (110% of the
fair market value if the grant is an Incentive Option granted to an employee who
owns more than 10% of the outstanding Common Stock). Options may not be
exercised more than 10 years after the grant (five years if the grant is an
Incentive Option to any employee who owns more than 10% of the outstanding
Common Stock). Options granted under the Plan are not transferable and may be
exercised only by the respective grantees during their lifetimes or by their
heirs, executors or administrators in the event of death. Under the Plan, shares
subject to canceled or terminated options are reserved for subsequently granted
 
                                       33
<PAGE>   36
 
options. The number of options outstanding and the exercise price thereof are
subject to adjustment in the case of certain transactions such as mergers,
recapitalizations, stock splits or stock dividends.
 
     As of the date of this Prospectus, the Company has granted options
exercisable for periods of three to ten years to purchase an aggregate of
1,203,355 shares of Common Stock, at an exercise price ranging from $1.33 to
$4.00 per share, to certain employees, officers and directors of the Company,
including options to purchase an aggregate of 450,000 shares granted to the
Company's Chairman of the Board at $3.00 per share, options to purchase an
aggregate of 130,515 shares granted to other members of the Company's Board of
Directors at prices ranging from $1.86 to $2.67 per share, and options to
purchase an aggregate of 41,628 shares granted to members of the Company's
Scientific Advisory Board other than members of the Company's Board of Directors
at $2.67 per share. See "Management -- Employment and Consulting Agreements" for
a description of options granted to an affiliate of an officer of the Company.
 
INCENTIVE COMPENSATION PLAN
 
     The Company has established a five-year incentive compensation program to
award officers and key employees for their efforts on behalf of the Company as
measured by yearly increases in the net income (before income taxes and
extraordinary items) generated by the Company. The program provides for
incentive compensation utilizing an objective formula based upon guidelines in
accordance with the Company's goals. The Company will establish a yearly bonus
pool commencing with the closing date of the offering, equal to five percent of
its net income before income taxes including the amount provided for by the
incentive compensation plan, and extraordinary items ("ICP Income"), to be
distributed to officers and key employees. For the subsequent four fiscal years,
such bonus pool shall only be established in the event the Company's ICP Income
equals or exceeds by at least 5% the Company's ICP Income for the prior fiscal
year. Amounts remaining in the yearly bonus pool which are not distributed do
not carry over into the subsequent year's pool. The maximum amount an executive
or key employee may receive from the bonus pool is limited to two times such
person's salary.
 
INDEMNIFICATION
 
     Pursuant to the Company's Certificate of Incorporation and By-laws,
officers and directors of the Company shall be indemnified by the Company to the
fullest extent allowed under Delaware law for claims brought against them in
their capacities as officers or directors. Indemnification is not allowed if the
officer or director does not act in good faith and in a manner reasonably
believed to be in the best interests of the Company, or if the officer or
director had no reasonable cause to believe his conduct was lawful. Accordingly,
indemnification may occur for liabilities arising under the Securities Act. The
Company and the Underwriters have agreed to indemnify each other (including
officers and directors) against certain liabilities, including liabilities under
the Securities Act. See "Underwriting." Insofar as indemnification for
liabilities arising under the Securities Act may be permitted for directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions or otherwise, the Company 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 and is, therefore, unenforceable.
 
                                       34
<PAGE>   37
 
                             PRINCIPAL STOCKHOLDERS
 
     The following table sets forth, as of May 31, 1996, and as adjusted to
reflect the sale of 2,000,000 shares of Common Stock offered hereby, certain
information, with respect to the beneficial ownership of shares of Common Stock
by (i) each person known by the Company to be the owner of more than 5% of the
outstanding shares of Common Stock, (ii) each director, (iii) each named
executive officer and (iv) all directors and executive officers as a group:
 
<TABLE>
<CAPTION>
                                                                                  PERCENTAGE OF
                                                         AMOUNT AND         OUTSTANDING SHARES OWNED
                                                         NATURE OF         ---------------------------
                   NAME AND ADDRESS                      BENEFICIAL          BEFORE           AFTER
                 OF BENEFICIAL OWNERS                   OWNERSHIP(1)       OFFERING(2)     OFFERING(3)
- ------------------------------------------------------  ------------       -----------     -----------
<S>                                                     <C>                <C>             <C>
Dr. Steven R. Fox(4)..................................    3,543,240(5)         62.7%           46.3%
Dr. Bert Gaster.......................................       21,753(6)        *               *
Mr. Richard Gotterer..................................       87,012(6)          1.7%            1.2%
Mr. Eric Horodas......................................      105,762(6)(7)       2.0%            1.5%
Dr. S.N. Bhaskar......................................       65,256(8)          1.2%          *
Anthony E. Winston....................................      160,000(9)          3.0%            2.2%
All directors and executive officers as a group (8
  persons)............................................    4,316,785(10)        68.7%           52.1%
</TABLE>
 
- ---------------
  * Represents less than 1%.
 
 (1) Unless otherwise indicated, the Company believes that all persons named in
     the table have sole voting and investment power with respect to all shares
     of Common Stock beneficially owned by them. A person is deemed to be the
     beneficial owner of securities that can be acquired by such person within
     60 days from the date hereof upon the exercise of warrants or options. Each
     beneficial owner's percentage ownership is determined by assuming that
     options or warrants that are held by such person (but not those held by any
     other person) and which are exercisable within 60 days from the date hereof
     have been exercised.
 
 (2) Based on 5,200,378 shares issued and outstanding, after giving effect to
     the automatic conversion of 558,399 shares of Series A Preferred Stock into
     558,399 shares of Common Stock.
 
 (3) Based on 7,200,378 shares issued and outstanding.
 
 (4) The address of Mr. Fox is c/o Enamelon, Inc., 15 Kimball Avenue, Yonkers,
     NY 10704.
 
 (5) Includes 36,348 shares held in trust for the benefit of Dr. Fox's minor
     children. Also includes 450,000 shares issuable upon exercise of currently
     exercisable stock options.
 
 (6) Includes 21,753 shares issuable upon exercise of currently exercisable
     stock options.
 
 (7) Includes 9,375 shares issuable upon exercise of warrants.
 
 (8) Includes 65,256 shares issuable upon exercise of currently exercisable
     stock options.
 
 (9) Includes 160,000 shares issuable upon exercise of currently exercisable
     stock options.
 
(10) Includes 1,074,277 shares issuable upon exercise of currently exercisable
     stock options and 9,375 shares issuable upon exercise of currently
     exercisable warrants.
 
     By virtue of his ownership of shares of Common Stock and position with the
Company, Steven R. Fox may be deemed a "parent" and a "founder" of the Company
as such terms are defined under the federal securities laws.
 
                              CERTAIN TRANSACTIONS
 
     The Company has subleased its office facilities without a written
agreement, since December 1, 1992, from Dr. Steven R. Fox, the Chairman of the
Board, at a rent of $600 per month. Commencing January 1, 1996 for a period of
one year, the Company entered into a lease with a relative of Dr. Fox for
additional office facilities at a rent of $2,500 per month. See
"Business -- Properties" for a description of such facilities.
 
                                       35
<PAGE>   38
 
     For information concerning employment and consulting agreements with, and
compensation of, the Company's executive officers and directors, see
"Management -- Executive Compensation," "-- Employment and Consulting
Agreements" and "-- Employee Benefit Plans."
 
     The Company believes that the terms of each of the foregoing transactions
and those which will exist after the consummation of the offering are no less
favorable to the Company than could have been obtained from non-affiliated third
parties, although no independent appraisals were obtained. In the future, all
transactions between the Company and its affiliates will also be on terms which
the Company believes will continue to be no less favorable to the Company than
the Company could obtain from non-affiliated parties.
 
                           DESCRIPTION OF SECURITIES
 
COMMON STOCK
 
     The Company is authorized to issue 20,000,000 shares of Common Stock,
$0.001 par value per share, of which 5,200,378 shares (assuming the automatic
conversion of 558,399 shares of Series A Preferred Stock into 558,399 shares of
Common Stock) are currently outstanding and held of record by approximately 225
holders. Holders of shares of Common Stock are entitled to one vote for each
share held of record on all matters to be voted on by stockholders. There are no
preemptive, subscription, conversion or redemption rights pertaining to the
shares of Common Stock. Holders of shares of Common Stock are entitled to
receive dividends when, as and if declared by the Board of Directors from funds
legally available therefor and to share ratably in the assets of the Company
available upon liquidation, dissolution or winding up. The holders of shares of
Common Stock do not have cumulative voting rights for the election of directors
and, accordingly, the holders of more than 50% of the shares of Common Stock are
able to elect all directors. If the officers and directors of the Company were
to exercise all of their presently exercisable warrants and options, they would
continue to control a majority of the votes following completion of the
offering. After the completion of this offering, they would be entitled to vote
52.1% of the shares of Common Stock, and, accordingly, in all likelihood they
will be able to elect all of the Company's directors. All of the outstanding
shares of Common Stock are duly authorized, validly issued, fully paid and
non-assessable.
 
PREFERRED STOCK
 
     The Company is authorized by its Amended Certificate of Incorporation to
issue 5,000,000 shares of Preferred Stock, $0.01 par value per share. Pursuant
to the Company's Certificate of Designation, 827,250 shares have been designated
as Series A Preferred Stock, of which 558,399 shares were previously issued. By
their terms, all shares of Series A Preferred Stock then outstanding shall
automatically be converted into Common Stock upon (i) the consummation of a firm
underwritten public offering of the Company's Common Stock at a price of at
least $7.00 per share (ascribing no value to any warrants or other securities
sold if the Common Stock is sold in units), which results in aggregate gross
proceeds to the Company of not less than $10,000,000 or (ii) a merger,
consolidation or sale of all or substantially all of the assets of the Company,
which results in the Company or all of the holders of Common Stock receiving
consideration per share of Common Stock so owned of at least $7.00, at the
conversion price per share with respect to the Series A Preferred Stock then in
effect immediately prior to the consummation of such event. Therefore, all
558,399 issued and outstanding shares of Series A Preferred Stock will be
automatically converted into 558,399 shares of Common Stock upon consummation of
this offering. Accordingly, following the completion of the offering and the
automatic conversion of the outstanding shares of Series A Preferred Stock into
shares of Common Stock, there will be 268,851 shares of Series A Preferred Stock
authorized of which none shall be outstanding.
 
LIMITATIONS UPON TRANSACTIONS WITH "INTERESTED STOCKHOLDERS"
 
     Section 203 of the Delaware General Corporation Law 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 (i)
prior to the date of the business combination, the transaction is approved by
the board of directors of the corporation, (ii) upon
 
                                       36
<PAGE>   39
 
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owns at least 85% of the
outstanding voting stock or (iii) on or after such date the business combination
is approved by the board of directors and by the affirmative vote of at least
66 2/3% of the outstanding voting stock which is not owned by the interested
stockholder. A "business combination" includes mergers, asset sales and other
transactions resulting in a financial benefit to the stockholder. 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. The
restrictions of Section 203 do not apply, among other things, if a corporation,
by action of its stockholders, adopts an amendment to its certificate of
incorporation or by-laws expressly electing not to be governed by Section 203,
provided that, in addition to any other vote required by law, such amendment to
the certificate of incorporation or by-laws must be approved by the affirmative
vote of a majority of the shares entitled to vote. Moreover, an amendment so
adopted is not effective until twelve months after its adoption and does not
apply to any business combination between the corporation and any person who
became an interested stockholder of such corporation on or prior to such
adoption. The Company's Amended Certificate of Incorporation and By-laws do not
currently contain any provisions electing not to be governed by Section 203 of
the Delaware General Corporation Law. The provisions of Section 203 of the
Delaware General Corporation Law may have a depressive effect on the market
price of the Common Stock because they could impede any merger, consolidating
takeover or other business combination involving the Company or discourage a
potential acquirer from making a tender offer or otherwise attempting to obtain
control of the Company.
 
TRANSFER AGENT AND REGISTRAR
 
     The Transfer Agent and Registrar for the Common Stock is
____________________.
 
                                       37
<PAGE>   40
 
                        SHARES ELIGIBLE FOR FUTURE SALE
 
     Future sales of shares by current stockholders could adversely affect the
price of the Company's Common Stock. Upon completion of this offering, the
Company will have 7,200,378 shares of Common Stock outstanding (7,500,378 shares
if the Underwriters' over-allotment option is exercised in full), of which
5,200,378 shares of Common Stock (72.2% of the shares to be outstanding) were
issued by the Company in private transactions. In addition, the Company has
reserved for issuance 1,203,355 shares upon exercise of options granted under
the Plan, 296,645 shares upon the exercise of options to be granted under the
Plan, 810,652 shares for issuance upon exercise of outstanding warrants and up
to 200,000 shares for issuance upon exercise of the Representative's Warrants.
Of the shares of Common Stock to be issued and outstanding after this offering,
the 2,000,000 shares of Common Stock sold in this offering will be freely
tradeable without restriction or further registration under the Securities Act,
except for any shares purchased by an "affiliate" of the Company within the
meaning of Rule 144. The remaining 5,193,484 outstanding shares of Common Stock
are "restricted securities," as that term is defined under Rule 144, and may not
be sold in the absence of registration under the Securities Act unless an
exemption from registration is available, including the exemption provided by
Rule 144. Approximately 3,667,000 of such shares will be eligible for sale under
Rule 144 commencing 90 days following the completion of this offering. The
remaining shares will be eligible for sale between October 1996 through January
1998.
 
     In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated), including a person deemed to be an "affiliate" of
the Company, who has beneficially owned his or her shares for at least two years
is entitled to sell within any three-month period that number of restricted
securities that does not exceed the greater of one percent of the then
outstanding shares of Common Stock (72,004 shares based on the number of shares
to be outstanding after the offering), or the average weekly trading volume of
the Common Stock during the four calendar weeks immediately preceding such sale.
Sales under Rule 144 are further subject to certain restrictions relating to the
manner of sale, notice and the availability of current public information about
the Company. After three years have elapsed from the later of the issuance of
restricted securities by the Company or their acquisition from an affiliate,
such shares may be sold without limitations by persons who have not been
affiliates of the Company for at least three months.
 
     Rule 701 under the Securities Act provides that, beginning 90 days after
the date of this Prospectus, shares of Common Stock acquired on the exercise of
outstanding employee options may be resold by persons other than affiliates
subject only to the manner of sale provisions of Rule 144, and by affiliates
subject to all provisions of Rule 144 except its two-year minimum holding
period. The Company intends to file one or more registration statements on Form
S-8 under the Securities Act to register shares of Common Stock subject to stock
options granted under the Plan.
 
     The Company has agreed not to register, issue, sell or otherwise dispose of
any of its securities, subject to certain exceptions, for a period of 180 days
from the date of this Prospectus without the prior written consent of the
Representative. The Company's officers, directors and principal stockholders
have agreed (i) not to, directly or indirectly, issue, agree or offer publicly
to sell, grant an option for the purchase or sale of, assign, transfer, pledge,
hypothecate, distribute or otherwise encumber or dispose of, any shares of
Common Stock or other equity securities of the Company or other securities
convertible into or exercisable for such shares of Common Stock or other equity
securities for 180 days from the date of this Prospectus without the prior
written consent of the Representative, and (ii) not to register any shares held
by them for a period of 180 days from the date of this Prospectus.
 
REGISTRATION RIGHTS
 
     The holders of 211,875 shares of Common Stock and warrants to purchase
152,814 shares of Common Stock of the Company at an exercise price $1.33 per
share have been granted certain incidental registration rights relating to the
underlying Common Stock. These securities were purchased in private transactions
with the Company in September 1994 and May 1995. The piggyback registration
rights expire on June 30, 1997 and do not apply to registrations relating to
initial public offerings, mergers, acquisitions or pursuant to Form S-8 (or any
successor form).
 
                                       38
<PAGE>   41
 
     At any time (subject to certain limitations) at least six months after the
Company completes an initial public offering, the holders of at least 40% of the
Common Stock issued or issuable upon conversion of the Series A Preferred Stock
have three "demand" registration rights for a period of five years after such
offering and unlimited demand registration rights for a filing on Form S-3,
provided the anticipated aggregate offering price in each such filing exceeds
$500,000, for a period of five years after the issuance of the Series A
Preferred Stock. The holders also have unlimited "piggy-back" registration
rights (subject to certain limitations) for a period of seven years after the
issuance of the Series A Preferred Stock.
 
     Prior to this offering, there has been no public trading market for the
shares of Common Stock and there can be no assurance that a regular trading
market will develop after this offering, or that if developed it will be
sustained. In addition, no prediction can be made as to the effect, if any, that
market sales of shares of Common Stock or the availability of such shares for
sale will have on the market prices prevailing from time to time. Nevertheless,
the possibility that substantial amounts of shares of Common Stock may be sold
in the public market may adversely affect prevailing market prices for the
shares of Common Stock and could impair the Company's ability to raise capital
through the sale of its equity securities.
 
     The Company intends to file a registration statement under the Securities
Act to register the shares of Common Stock issued and reserved for issuance in
compensatory arrangements and under its stock plan. Registration would permit
the resale of such shares by non-affiliates in the public market without
restriction under the Securities Act.
 
                                       39
<PAGE>   42
 
                                  UNDERWRITING
 
     The Underwriters below, for whom Rodman & Renshaw, Inc. is acting as
Representative (the "Representative"), have severally agreed, subject to the
terms and conditions contained in the Underwriting Agreement, to purchase from
the Company the number of shares of Common Stock set forth below opposite their
respective names:
 
<TABLE>
<CAPTION>
                                 UNDERWRITER                               NUMBER OF SHARES
    ---------------------------------------------------------------------  ----------------
    <S>                                                                    <C>
    Rodman & Renshaw, Inc................................................
                                                                               ---------
              Total......................................................      2,000,000
                                                                               =========
</TABLE>
 
     The Underwriting Agreement provides that the obligations of the several
Underwriters thereunder are subject to approval of certain legal matters by
counsel and to various other conditions. The nature of the Underwriters'
obligations is such that they are committed to purchase and pay for all of the
above shares of Common Stock offered hereby if any are purchased.
 
     The Underwriters, through the Representative, have advised the Company that
they propose to offer the shares of Common Stock initially at the public
offering price set forth on the cover page of this Prospectus; that the
Underwriters may allow to selected dealers a concession of $          per share
and that such dealers may reallow a concession of $          per share to
certain other dealers who are members of the National Association of Securities
Dealers, Inc. After the public offering, the offering price and other selling
terms may be changed by the Underwriters. Pending approval of its listing
application, it is anticipated that the Common Stock will be quoted on The
Nasdaq National Market.
 
     The Company has granted to the Underwriters a 30-day over-allotment option
to purchase from the Company up to an aggregate of 300,000 additional shares of
Common Stock exercisable at the public offering price less the underwriting
discount. If the Underwriters exercise such over-allotment option, then each of
the Underwriters will have a firm commitment, subject to certain conditions, to
purchase approximately the same percentage thereof as the number of shares of
Common Stock to be purchased by it as shown in the above table bears to
2,000,000 shares of Common Stock offered hereby. The Underwriters may exercise
such option only to cover over-allotments made in connection with the sale of
the shares of Common Stock offered hereby.
 
     In connection with this offering, the Company has agreed to sell to the
Representative, for nominal consideration, warrants to purchase a number of
shares of Common Stock equal to 10% of the shares of Common Stock sold in the
offering, exclusive of any shares of Common Stock sold pursuant to the
Underwriters' over-allotment option (the "Representative's Warrants"). The
Representative's Warrants are initially exercisable at a price of $     per
share of Common Stock (120% of the initial public offering price) for a period
of four years, commencing one year from the effective date of the offering and
are restricted from sale, transfer, assignment or hypothecation for a period of
12 months from the effective date of the offering, except to officers, partners
or successors of the Representative. The exercise price of the Representative's
Warrants and the number of shares of Common Stock issuable upon exercise thereof
are subject to adjustment under certain circumstances. The Representative's
Warrants grant to the holders thereof certain rights of registration for the
securities issuable upon exercise of the Representative's Warrants. The
Representative's Warrants are not redeemable by the Company, under any
circumstances.
 
     In addition, the Representative has a right of first refusal to perform
services for the Company with respect to certain future transactions for a
period of two years after the effective date of the offering.
 
     The holders of the Representative's Warrants will have no voting, dividend
or other rights as stockholders of the Company unless and until the exercise of
such warrants. The number of securities deliverable upon any exercise of the
Representative's Warrants and the exercise price of such warrants are subject to
adjustment to protect against any dilution upon the occurrence of certain
events.
 
                                       40
<PAGE>   43
 
     During the exercise period, the Representative and any transferee is given,
at nominal cost, the opportunity to profit from a rise in the market price for
the Company's Common Stock, if any, at the expense of the Company's then
stockholders. For the life of the Representative's Warrants, the Company may be
deprived of favorable opportunities to procure additional equity capital, if it
should be needed for the purpose of the business of the Company, and the holders
of the Representative's Warrants may be expected to exercise such Warrants at a
time when the Company would, in all likelihood, be able to obtain equity
capital, if then needed, by the sale of additional securities on terms more
favorable than those provided in the Representative's Warrants.
 
     The executive officers, directors and principal stockholders of the Company
have agreed that they will not publicly sell or dispose of any shares of Common
Stock for a period of 180 days from the date of this Prospectus without the
prior written consent of the Representative. See "Shares Eligible for Future
Sale."
 
     The Company has agreed to indemnify the Underwriters against certain
liabilities, losses and expenses, including liabilities under the Securities
Act, or to contribute to certain payments that the Underwriters may be required
to make in respect thereof.
 
     The foregoing does not purport to be a complete statement of the terms and
conditions of the Underwriting Agreement and related documents, copies of which
are on file at the offices of the Representative, the Company and the Securities
and Exchange Commission, forms of which have been filed as exhibits to the
Registration Statement of which this Prospectus forms a part.
 
     Prior to this offering, there has been no public market for the Common
Stock. Consequently, the initial public offering price has been determined
through negotiations between the Company and the Representative. Such price was
based on a number of factors, including, without limitation, estimates of the
business potential and earnings prospects of the Company, the present state of
the Company's development, an assessment of the Company's management, the
consideration of the above factors in relation to market valuations of
comparable companies, and the current condition of the industry and the economy
as a whole.
 
                                 LEGAL MATTERS
 
     The legality of the securities offered hereby will be passed upon for the
Company by Snow Becker Krauss P.C., New York, New York. Snow Becker Krauss P.C.
owns 27,264 shares of Common Stock and SBK Investment Partners, a partnership
consisting of members of Snow Becker Krauss P.C., owns 110,000 shares of Common
Stock and holds an option to purchase 32,628 shares of Common Stock. Certain
legal matters in connection with this offering will be passed upon for the
Underwriters by Squadron, Ellenoff, Plesent & Sheinfeld, LLP, New York, New
York.
 
                                    EXPERTS
 
     The financial statements included in this Prospectus have been audited by
BDO Seidman, LLP, independent certified public accountants, to the extent and
for the periods indicated in their report appearing elsewhere herein and are
included in reliance on such report given upon the authority of said firm as
experts in auditing and accounting.
 
                                       41
<PAGE>   44
 
                             ADDITIONAL INFORMATION
 
     The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 including all amendments
thereto (the "Registration Statement") under the Securities Act with respect to
the Common Stock offered by this Prospectus. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and this
offering, reference is made to the Registration Statement, including the
exhibits filed therewith. The Registration Statement may be inspected and copies
may be obtained from the Public Reference Section at the Commission's principal
office, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at
the Northeast Regional Office, 7 World Trade Center, 13th Floor, New York, New
York 10048 and the Chicago Regional Office, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661-2511, upon payment of the fees prescribed by the
Commission. Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete and where the contract
or other document has been filed as an exhibit to the Registration Statement,
each such statement is qualified in all respects by such reference to the
applicable document filed with the Commission.
 
     The Company intends to distribute to its stockholders annual reports
containing audited financial statements certified by its certified public
accountants and such other periodic reports as the Company may determine to be
appropriate or as may be required by law.
 
                                       42
<PAGE>   45
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                                    CONTENTS
 
<TABLE>
<S>                                                                                      <C>
Report of independent certified public accountants....................................    F-2
Financial statements:
     Balance sheets...................................................................    F-3
     Statements of operations.........................................................    F-4
     Statements of stockholders' equity...............................................    F-5
     Statements of cash flows.........................................................    F-6
     Notes to financial statements....................................................    F-7
</TABLE>
 
                                       F-1
<PAGE>   46
 
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
Enamelon, Inc.
Yonkers, New York
 
     We have audited the accompanying balance sheets of Enamelon, Inc. (a
development stage company) as of December 31, 1994 and 1995, and the related
statements of operations and cash flows for each of the years in the three-year
period ended December 31, 1995 and the statements of stockholders' equity for
the period from June 9, 1992 (inception) to December 31, 1995. 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 generally accepted auditing
standards. 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, the financial statements referred to above present fairly,
in all material respects, the financial position of Enamelon, Inc. as of
December 31, 1994 and 1995, and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 1995 in
conformity with generally accepted accounting principles.




New York, New York                                BDO Seidman, LLP
April 5, 1996
 
                                       F-2
<PAGE>   47
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                                 BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                         --------------------------     MARCH 31,
                                                            1994           1995           1996
                                                         -----------    -----------    -----------
                                                                                        (UNAUDITED)
<S>                                                      <C>             <C>           <C>
ASSETS
CURRENT:
  Cash and cash equivalents (Note 1)..................   $    50,097    $ 1,790,666    $ 3,015,090
  Prepaid expenses and other assets...................         6,714         11,077         11,911
                                                         -----------    -----------    -----------
     Total current assets.............................        56,811      1,801,743      3,027,001
Equipment, less accumulated depreciation of $7,897,
  $20,545 and $26,028 (Note 1)........................        41,776         58,077        123,972
Deferred costs, less accumulated amortization of
  $12,383, $23,227 and $26,608 (Notes 1, 2 and 3).....       155,495        172,157        365,548
Other assets -- security deposit......................        11,098          8,939          8,939
                                                         -----------    -----------    -----------
                                                         $   265,180    $ 2,040,916    $ 3,525,460
                                                         ===========    ===========    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accrued expenses....................................   $   114,652    $   173,939    $   269,431
                                                         -----------    -----------    -----------
     Total current liabilities........................       114,652        173,939        269,431
                                                         -----------    -----------    -----------
Commitments (Notes 3, 6, 7 and 8)
Redeemable preferred stock, net of offering costs
  (Notes 3 and 8).....................................            --             --      1,879,000
                                                         -----------    -----------    -----------
STOCKHOLDERS' EQUITY (NOTE 4):
  Preferred stock, $0.01 par value -- shares
     authorized 5,000,000; none issued or
     outstanding......................................            --             --             --
  Common stock, $0.001 par value -- shares authorized
     20,000,000; issued and outstanding 3,784,800,
     4,635,273 and 4,641,979..........................         3,785          4,635          4,641
  Additional paid-in capital..........................     1,279,408      4,055,925      4,082,743
  Accumulated deficit during the development stage....    (1,132,665)    (2,193,583)    (2,710,355)
                                                         -----------    -----------    -----------
     Total stockholders' equity.......................       150,528      1,866,977      1,377,029
                                                         -----------    -----------    -----------
                                                         $   265,180    $ 2,040,916    $ 3,525,460
                                                         ===========    ===========    ===========
</TABLE>
 
                See accompanying notes to financial statements.
 
                                       F-3
<PAGE>   48
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                            STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                                                PERIOD FROM
                                   YEAR ENDED DECEMBER 31,            THREE MONTHS ENDED        JUNE 9, 1992
                             -----------------------------------           MARCH 31,           (INCEPTION) TO
                               1993        1994         1995       -------------------------     MARCH 31,
                             ---------   ---------   -----------      1995          1996            1996
                                                                   -----------   -----------   --------------
                                                                   (UNAUDITED)   (UNAUDITED)    (UNAUDITED)
<S>                          <C>         <C>         <C>           <C>           <C>           <C>
Expenses:
  Payroll and benefits.....  $  98,749   $ 133,714   $   368,110    $   36,454    $  195,991    $     804,361
  Research and testing.....     92,059     147,412       274,864        42,718       195,603          709,938
  Administrative and
     other.................    119,688     255,154       437,607       182,269       160,613        1,002,335
                             ---------   ---------   -----------     ---------     ---------      -----------
     Total expenses........    310,496     536,280     1,080,581       261,441       552,207        2,516,634
Other charges (income):
  Interest and dividends...    (13,825)     (7,325)      (19,663)         (716)      (35,435)         (76,248)
  Write-off of deferred
     offering costs (Note
     1)....................         --     269,969            --            --            --          269,969
                             ---------   ---------   -----------     ---------     ---------      -----------
Net loss...................  $(296,671)  $(798,924)  $(1,060,918)   $ (260,725)   $ (516,772)   $  (2,710,355)
                             =========   =========   ===========     =========     =========      ===========
Pro forma net loss per
  common share (Note 1)....                               $(0.20)                     $(0.09)
                                                       =========                   =========
Pro forma weighted average
  common shares
  outstanding..............                            5,401,199                   5,563,389
                                                       =========                   =========
</TABLE>
 
                See accompanying notes to financial statements.
 
                                       F-4
<PAGE>   49
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                  STATEMENTS OF STOCKHOLDERS' EQUITY (NOTE 4)
 
Period from June 9, 1992 (inception) to December 31, 1995
 
<TABLE>
<CAPTION>
                                                                                                  ACCUMULATED
                                                       COMMON STOCK           ADDITIONAL        DEFICIT DURING          TOTAL
                                                  ----------------------        PAID-IN         THE DEVELOPMENT     STOCKHOLDERS'
                                                   SHARES      PAR VALUE        CAPITAL              STAGE             EQUITY
                                                  ---------    ---------    ---------------    -----------------    -------------
<S>                                               <C>          <C>          <C>                <C>                  <C>
Issuance of common stock in June and December
  1992..........................................  3,331,458     $ 3,331       $   111,684         $        --        $    115,015
Issuance of common stock for legal services
  rendered......................................      9,792          10            29,960                  --              29,970
Net loss........................................         --          --                --             (37,070)            (37,070)
                                                  ---------      ------        ----------         -----------         -----------
BALANCE, DECEMBER 31, 1992......................  3,341,250       3,341           141,644             (37,070)            107,915
Issuance of common stock at $3.06 per share in
  private placement, net of costs...............    293,619         294           868,648                  --             868,942
Issuance of common stock for legal services
  rendered......................................     17,268          17            63,348                  --              63,365
Net loss........................................         --          --                --            (296,671)           (296,671)
                                                  ---------      ------        ----------         -----------         -----------
BALANCE, DECEMBER 31, 1993......................  3,652,137       3,652         1,073,640            (333,741)            743,551
Issuance of common stock at $1.33 per share in
  private placement, net of costs...............    118,125         118           141,783                  --             141,901
Issuance of common stock for legal services
  rendered......................................     14,538          15            63,985                  --              64,000
Net loss........................................         --          --                --            (798,924)           (798,924)
                                                  ---------      ------        ----------         -----------         -----------
BALANCE, DECEMBER 31, 1994......................  3,784,800       3,785         1,279,408          (1,132,665)            150,528
Issuance of common stock at $1.33 per share in
  private placement, net of costs...............     93,750          94           124,906                  --             125,000
Issuance of common stock at $4.00 per share in
  private placement, net of costs...............    648,723         648         2,504,024                  --           2,504,672
Issuance of common stock for professional
  services rendered.............................    108,000         108           147,587                  --             147,695
Net loss........................................         --          --                --          (1,060,918)         (1,060,918)
                                                  ---------      ------        ----------         -----------         -----------
BALANCE, DECEMBER 31, 1995......................  4,635,273       4,635         4,055,925          (2,193,583)          1,866,977
Issuance of common stock for legal services
  rendered (unaudited)..........................      6,706           6            26,818                  --              26,824
Net loss (unaudited)............................         --          --                --            (516,772)           (516,772)
                                                  ---------      ------        ----------         -----------         -----------
BALANCE, MARCH 31, 1996 (UNAUDITED).............  4,641,979     $ 4,641       $ 4,082,743         $(2,710,355)       $  1,377,029
                                                  =========      ======        ==========         ===========         ===========
</TABLE>
 
                See accompanying notes to financial statements.
 
                                       F-5
<PAGE>   50
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                            STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                      YEAR ENDED DECEMBER 31,             THREE MONTHS ENDED
                                               -------------------------------------           MARCH 31,
                                                 1993         1994          1995        -----------------------
                                               ---------    ---------    -----------      1995
                                                                                        ---------
                                                                                        (UNAUDITED)                 PERIOD FROM
                                                                                                                    JUNE 9, 1992
                                                                                                                   (INCEPTION) TO
                                                                                                        1996       MARCH 31, 1996
                                                                                                     ----------    --------------
                                                                                                     (UNAUDITED)    (UNAUDITED)
<S>                                            <C>          <C>          <C>            <C>          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss...................................  $(296,671)   $(798,924)   $(1,060,918)   $(260,725)   $ (516,772)    $ (2,710,355)
  Adjustments to reconcile net loss to net
     cash used in operating activities:
       Write-off of deferred offering
          costs..............................         --      269,969             --           --            --          269,969
       Stock issued for services.............         --           --        147,695           --        26,824          174,519
       Depreciation and amortization.........      4,342       15,433         23,490        4,694         8,863           52,632
       Increase in prepaid expenses and other
          assets.............................     (9,916)      (7,896)        (2,203)      (1,388)         (832)         (20,847)
       Increase in deferred costs............         --           --             --           --            --           (1,133)
       Increase in accrued expenses..........     47,086       63,633         59,287      210,752        95,491          269,430
                                               ---------    ---------    -----------    ---------    ----------      -----------
       Net cash used in operating
          activities.........................   (255,159)    (457,785)      (832,649)     (46,667)     (386,426)      (1,965,785)
                                               ---------    ---------    -----------    ---------    ----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of equipment.....................     (9,437)     (39,559)       (28,949)          --       (71,378)        (150,000)
  Patents, trademarks and licenses...........    (72,863)     (35,707)       (27,505)     (25,006)      (31,772)        (179,378)
                                               ---------    ---------    -----------    ---------    ----------      -----------
       Net cash used in investing
          activities.........................    (82,300)     (75,266)       (56,454)     (25,006)     (103,150)        (329,378)
                                               ---------    ---------    -----------    ---------    ----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from sale of common stock.........    868,942      141,901      2,718,459           --            --        3,844,317
  Proceeds from sale of preferred stock......         --           --             --           --     1,979,000        1,979,000
  Offering costs.............................    (73,958)     (75,520)       (88,787)          --      (265,000)        (513,064)
  Proceeds from loans........................         --           --             --       27,625            --               --
                                               ---------    ---------    -----------    ---------    ----------      -----------
       Net cash provided by financing
          activities.........................    794,984       66,381      2,629,672       27,625     1,714,000        5,310,253
                                               ---------    ---------    -----------    ---------    ----------      -----------
Net increase (decrease) in cash and cash
  equivalents................................    457,525     (466,670)     1,740,569      (44,048)    1,224,424        3,015,090
Cash and cash equivalents, beginning of
  period.....................................     59,242      516,767         50,097       50,097     1,790,666               --
                                               ---------    ---------    -----------    ---------    ----------      -----------
Cash and cash equivalents, end of period.....  $ 516,767    $  50,097    $ 1,790,666    $   6,049    $3,015,090     $  3,015,090
                                               =========    =========    ===========    =========    ==========      ===========
SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING
  ACTIVITIES:
  The Company issued common stock for
     professional services performed by
     unrelated parties.......................  $  63,365    $  64,000    $   147,695    $      --    $   26,824     $    331,854
                                               =========    =========    ===========    =========    ==========      ===========
</TABLE>
 
                See accompanying notes to financial statements.
 
                                       F-6
<PAGE>   51
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                         NOTES TO FINANCIAL STATEMENTS
 (INFORMATION AS OF MARCH 31, 1996 AND FOR THE PERIODS ENDED MARCH 31, 1995 AND
                              1996 IS UNAUDITED.)
 
1. ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES
 
  Organization
 
     Enamelon, Inc. (a development stage company) (the "Company"), a Delaware
corporation, was founded in June 1992 to take advantage of a technological
development by scientists at the American Dental Association Health Foundation
("ADAHF"), a not-for-profit research affiliate of the American Dental
Association. This technological development is the subject of four patents and
one patent pending application owned by the ADAHF and has been licensed to the
Company. The Company has developed additional technologies relating to the
prevention of tooth decay before it begins and has five United States patent
applications pending. The Company plans to develop and market dentifrices,
chewing gum, food and confectionery products, employing such patented and/or
patent pending technologies. To date, the Company has no material operations and
its activities have been limited to finalization of domestic and foreign patent
agreements, organizational and initial capitalization activities, and assisting
in the research and development of prototype dentifrice products. Once the
effectiveness of the initial toothpaste formulas are determined, full scale
development activities will commence to establish the commercial viability of
such products.
 
  Use of Estimates
 
     The preparation of financial statements in conformity with generally
accepted accounting principles 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.
 
  Fair Value of Financial Instruments
 
     The carrying amounts of cash, prepaid expenses and accrued expenses
approximate fair value because of the short maturity of these items.
 
  Cash and Cash Equivalents
 
     Cash and cash equivalents are comprised of highly liquid debt instruments
with original maturities of three months or less, principally Treasury Bills and
money market accounts.
 
  Equipment
 
     Equipment is stated at cost. Depreciation is computed over the estimated
useful lives of the assets using the straight-line method.
 
  Deferred Costs
 
     Organization costs are amortized using the straight-line method over a
sixty-month period.
 
     Licensing costs and patent rights are amortized using the straight-line
method over seventeen years, which is the term of the licensing agreements and
the estimated useful lives of the patents, respectively.
 
     Trademarks are being amortized using the straight-line method over
seventeen years.
 
     Deferred offering costs related to a proposed private placement had been
deferred until the proceeds of the private placement were raised. Since the
related private placement transaction did not occur as expected, these costs
were expensed in 1994.
 
                                       F-7
<PAGE>   52
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
 
     Deferred offering costs related to a proposed public offering pending as of
March 31, 1996 will be charged against the proceeds of the offering. If the
offering is not consummated as expected, such costs will be expensed.
 
  Income Taxes
 
     Income taxes are computed in accordance with the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
109"), which requires, among other things, a liability approach to calculating
deferred income taxes. SFAS 109 requires a company to recognize deferred tax
liabilities and assets for the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Deferred tax
assets must be reduced by a valuation allowance to amounts expected to be
realized.
 
  Earnings Per Share
 
     Earnings per share are presented for 1995 and the three months ended March
31, 1996 on a pro forma basis to give effect to the conversion of the redeemable
preferred stock as a result of the proposed public offering discussed in Note 8.
The calculation of earnings per share reflects the conversion of the preferred
stock as if it occurred on January 1, 1995. Earnings per share are not presented
for prior periods since the Company does not believe historical earnings per
share are meaningful as a result of changes in the Company's capital structure
contemplated by the proposed public offering.
 
     The weighted average number of common shares outstanding used in computing
the pro forma net loss per common share for the year ended December 31, 1995 and
the three months ended March 31, 1996 was adjusted for the effects of the
application of Securities and Exchange Commission (SEC) Staff Accounting
Bulletin (SAB) No. 83. Pursuant to SAB No. 83, common stock issued by the
Company at a price less than the initial public offering price during the twelve
months immediately preceding the initial filing of the offering contemplated by
this Prospectus, together with common stock purchase warrants and options issued
during such period with an exercise price less than the initial public offering
price, are treated as outstanding for all periods presented. Earnings (loss) per
share are computed using a treasury stock method, under which the number of
shares outstanding reflects an assumed use of the proceeds from the issuance of
such shares and from the assumed exercise of such warrants and options, to
repurchase shares of the Company's common stock at the initial public offering
price.
 
  Interim Financial Information
 
     The financial statements as of March 31, 1996 and for the three months
ended March 31, 1996 and 1995 are unaudited but include all adjustments
(consisting of normal recurring adjustments) that the Company considers
necessary for a fair presentation of its financial position, results of
operations and cash flows for the interim periods. Results for the interim
period ended March 31, 1996 are not necessarily indicative of results for the
entire year.
 
  Recent Accounting Standards
 
     SFAS No. 121. In March 1995, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of," which requires that certain long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. The adoption of this pronouncement is not expected to
have a significant effect on the Company's financial statements.
 
                                       F-8
<PAGE>   53
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
 
     SFAS No. 123. In October 1995, the Financial Accounting Standards Board
issued SFAS No. 123, "Accounting for Stock-Based Compensation," which allows the
choice of either the intrinsic value method or the fair value method of
accounting for employee stock options. The Company has selected the option to
continue the use of the current intrinsic value method.
 
  Presentation of Prior Year Data
 
     Certain reclassifications have been made to conform prior year data with
the current presentation.
 
2. DEFERRED COSTS
 
     Deferred costs are summarized as follows:
 
<TABLE>
<CAPTION>
                                                                DECEMBER 31,
                                                            --------------------    MARCH 31,
                                                              1994        1995        1996
                                                            --------    --------    ---------
    <S>                                                     <C>         <C>         <C>
    Patent rights.........................................  $107,201    $132,207    $ 162,281
    Trademarks............................................    40,582      43,082       44,780
    Licensing costs.......................................    18,962      18,962       18,962
    Organization costs....................................     1,133       1,133        1,133
    Offering costs........................................        --          --      165,000
                                                            --------    --------     --------
                                                             167,878     195,384      392,156
    Less: Accumulated amortization........................    12,383      23,227       26,608
                                                            --------    --------     --------
                                                            $155,495    $172,157    $ 365,548
                                                            ========    ========     ========
</TABLE>
 
3. REDEEMABLE PREFERRED STOCK
 
     In January 1996, the Company issued 500,000 units at $4.00 per unit, each
consisting of 1.103 shares of 5% convertible preferred stock (the "Series A
Preferred Stock") and 1 common stock purchase warrant, exercisable at $5.75 per
share. The Company received proceeds of $1,879,000, net of expenses.
 
     The Series A Preferred Stock may be redeemed by the holder of the shares on
the seventh anniversary of the issuance at a redemption price of $8.00 per
share. Each holder of the Series A Preferred Stock has the right to convert the
preferred shares into shares of common stock, on a stock-for-stock basis. The
Series A Preferred Stock becomes mandatorily converted into common stock upon
(i) the consummation of a public offering at a price of at least $7.00 per share
or, (ii) a merger, consolidation or sale of substantially all of the assets of
the Company, which results in the Company or its common stockholders receiving
consideration per share of at least $7.00 per share.
 
     In connection with the placement of the transaction, the Company issued
warrants to purchase 100,000 shares at an exercise price of $4.80 and 23,750
shares at $3.60 per share, which expire January 23, 2003.
 
     In April 1996, the Company issued an additional 6,250 units at $4.00 per
unit, each consisting of 1.103 shares of Series A Preferred Stock and 1 common
stock purchase warrant, exercisable at $5.75 per share. The Company received
proceeds of $25,000 related to this issuance.
 
4. STOCKHOLDERS' EQUITY
 
     In November 1992, the Board of Directors amended the Company's Certificate
of Incorporation to increase the number of authorized common shares from 15,000
shares to 3,000,000 shares and effected a 100-for-one stock split. The Company
effectuated a 1.19688-for-one reverse stock split of its common stock in July
1993, a one-for-1.65068 stock split of its common stock in September 1994 and a
three-for-one stock split in
 
                                       F-9
<PAGE>   54
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
 
June 1995. All common shares, common stock options and price per share
information disclosed in the financial statements and notes thereto have been
adjusted to give retroactive effect for these stock splits. The Board of
Directors amended the Company's Certificate of Incorporation to increase the
Company's authorized shares of common stock from 3,000,000 to 20,000,000.
 
     In December 1992, 9,792 shares of stock were issued for services performed
by unrelated parties. In September 1993, November 1993 and January 1994, an
additional 4,545 shares, 12,723 shares and 14,538 shares, respectively, were
issued for services performed by unrelated parties. In May and June 1995, an
additional 105,000 shares and 3,000 shares, respectively, were issued for
services performed by unrelated parties. In January 1996, an additional 6,706
shares were issued for services performed by unrelated parties. Common stock
issued for services was valued at the estimated fair value of the stock issued.
 
     In January 1993, the Company issued an aggregate 293,619 shares of its
common stock to private investors, officers and directors of the Company for the
aggregate consideration of $900,000.
 
     In September 1994, the Company sold 118,125 shares of common stock and
warrants to purchase 59,064 shares of common stock at an exercise price of $1.33
per share for an aggregate amount of $157,500.
 
     In May 1995, the Company issued an aggregate 93,750 shares of its common
stock and warrants to purchase 93,750 shares of common stock at an exercise
price of $1.33 per share to private investors, officers and directors of the
Company for an aggregate consideration of $125,000.
 
     On various dates through December 31, 1995, the Company issued an aggregate
648,723 shares of its common stock pursuant to a private placement memorandum
dated June 20, 1995 to private investors, officers and directors of the Company
for an aggregate consideration of $2,504,672, net of expenses. In connection
with the private placement, the Company authorized the issuance of warrants to
purchase 26,276 shares of common stock at an exercise price of $4.00 per share,
and 1,562 shares of common stock at an exercise price of $3.60 per share, which
expire December 14, 2000, to representatives in the offering.
 
  Stock Option Plan
 
     In 1993, the Company adopted the 1993 Stock Option Plan (the "Option
Plan"). The Option Plan provides for the grant of options to qualified employees
(including officers and directors) of the Company to purchase an aggregate of
1,500,000 shares of common stock. The Option Plan is administered by the Board
of Directors or a committee of the Board of Directors (the "Compensation
Committee") whose members are not entitled to receive options under the Option
Plan (excluding options granted exclusively for directors' fees). Options
granted under the Plan may or may not be "incentive stock options" as defined in
the Internal Revenue Code ("Incentive Options") depending upon the terms
established by the Compensation Committee at the time of grant. The exercise
price shall not be less than the fair market value of the Company's common stock
as of the date of grant (110% of the fair market value if the grant is an
Incentive Option to an employee who owns more than 10% of the Company's
outstanding common stock). Options granted under the Plan are subject to a
maximum term of 10 years.
 
                                      F-10
<PAGE>   55
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
 
     A summary of activity for the Company's Plan, including those options
granted pursuant to the terms of certain employment and other agreements (see
Note 6), is as follows:
 
<TABLE>
<CAPTION>
                                                                                  EXERCISE PRICE
                                                                 OPTION SHARES    RANGE PER SHARE
                                                                 -------------    ---------------
    <S>                                                          <C>              <C>
    Balance, December 31, 1992...............................             --                 --
    Granted..................................................        348,036        $1.86-$2.67
    Exercised................................................             --                 --
    Cancelled................................................             --                 --
                                                                   ---------        -----------
    Balance, December 31, 1993...............................        348,036        $1.86-$2.67
    Granted..................................................         27,000        $1.33-$2.67
    Exercised................................................             --                 --
    Cancelled................................................             --                 --
                                                                   ---------        -----------
    Balance, December 31, 1994...............................        375,036        $1.33-$2.67
    Granted..................................................        937,081        $1.33-$4.00
    Exercised................................................             --                 --
    Cancelled................................................       (108,762)       $1.86-$2.67
                                                                   ---------        -----------
    Balance, December 31, 1995...............................      1,203,355        $1.33-$4.00
    Granted..................................................             --                 --
    Exercised................................................             --                 --
    Cancelled................................................             --                 --
                                                                   ---------        -----------
    Balance, March 31, 1996..................................      1,203,355        $1.33-$4.00
                                                                   =========        ===========
</TABLE>
 
     All of the issued and outstanding options are exercisable.
 
5. INCOME TAXES
 
     The Company's net operating loss carryforwards and deferred tax asset
account are summarized as follows:
 
<TABLE>
<CAPTION>
                                                                     NET OPERATING LOSS    DEFERRED TAX
                                                                        CARRYFORWARD          ASSET
                                                                     ------------------    ------------
    <S>                                                                  <C>                <C>
    1994..........................................................       $1,132,000          $453,000
    1995..........................................................        2,193,000           877,000
                                                                         ==========          ========
</TABLE>
 
     The deferred tax asset has been fully reserved by a valuation allowance of
the same amount.
 
     The net operating loss carryforwards will expire if not used by the period
from 2007 through 2010 and may be limited by United States federal tax law as a
result of future changes in ownership.
 
6. COMMITMENTS
 
Leases
 
     The Company leases office facilities in New York from a related party and
laboratory facilities in New Jersey. The lease for the laboratory facilities
includes provisions requiring the Company to pay a proportionate
 
                                      F-11
<PAGE>   56
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
 
share of the increase in real estate taxes and operating expenses over base
period amounts. The minimum rents for the leased property for subsequent years
are as follows:
 
<TABLE>
<CAPTION>
                             YEAR ENDING DECEMBER 31,
    --------------------------------------------------------------------------
    <S>                                                                          <C>
    1996......................................................................   $ 76,000
    1997......................................................................     49,000
    1998......................................................................     52,000
                                                                                 --------
                                                                                 $177,000
                                                                                 ========
</TABLE>
 
     Rent expense for the years ended December 31, 1994 and 1995 was $34,155 and
$35,500, respectively. For the three months ended March 31, 1995 and 1996, rent
expense was $8,265 and $20,500, respectively, and $97,955 for the period from
June 9, 1992 (inception) to March 31, 1996.
 
  Patent License Agreements
 
     In June 1992, the Company entered into a patent licensing agreement with
the ADAHF, the holder and/or the applicant for the patents for the Amorphous
Calcium Compounds ("ACC"). The agreement, as modified, grants the Company the
exclusive United States license to manufacture and sell dentifrices, chewing
gum, food and confection formulated according to the patented process in return
for royalty payments to the licensor. In November 1992, the Company entered into
an exclusive international patent licensing agreement which, as modified,
granted the Company patent license rights in Austria, Belgium, Canada, China,
Denmark, France, Germany, Greece, Ireland, Italy, Japan, Luxembourg, Monaco, the
Netherlands, Portugal, Spain, Sweden, Switzerland, Liechtenstein, Taiwan and the
United Kingdom. The grants extend to improvements in patent compounds and
utilities in dentifrices, chewing gum, food and confectionery products developed
by the ADAHF.
 
     The exclusive United States license has been granted for an initial term
from the date of the agreement until three years following the physical and
chemical stabilization of the formula in a commercially viable product, and
following the first Food and Drug Administration ("FDA") approval necessary to
market any ACC products in their commercially viable form to professionals or
the general public. The foreign license expires upon the earlier of the
termination of the United States license or the expiration of the foreign
patents licensed thereunder. The licenses are renewable in four year increments
for the life of the ACC patents subject to minimum royalty payment terms, and
transferable under certain conditions with the prior written consent of the
licensor, which consent may not be unreasonably withheld. The licenses are
subject to cancellation in the event the Company fails to comply with its terms
and conditions, including payment of royalties and other amounts due thereunder.
 
     The Company was also granted an option and right of first refusal, as
amended, for a limited license under future patents and patent applications for
ACC for all territories not included within the licensed territories under the
foreign patent license, with respect to dentifrices, chewing gum, food and
confection. Before granting such a license to third parties, the ADAHF must
first offer the license to the Company on the terms consistent with the foreign
license agreement. To the extent the ADAHF has not granted the license to a
third party due to the Company's failure to exercise its right of first refusal,
the Company has the option to receive a license in any of such territories with
the terms consistent with the foreign license agreement.
 
     In consideration for the grant of the exclusive United States license, the
Company is required to make royalty payments of four percent of net sales,
subject to minimum royalty payments of $7,000 in 1994 and each subsequent year.
In consideration for the grant of foreign patent rights, the Company is required
to pay seven percent of net sales and four percent in a joint venture and bear
the costs of prosecution of foreign patent
 
                                      F-12
<PAGE>   57
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
 
applications. However, to the extent the ADAHF grants a foreign license to a
third party to use ACC in products other than dentifrices, chewing gum, food and
confection, then such third party must share with the Company the costs
associated with the foreign patent applications. If the Company sublicenses a
foreign patent, it will pay to the ADAHF twenty-five percent of the gross income
resulting from such sublicense actually received by the Company.
 
7. EMPLOYMENT AND CONSULTING AGREEMENTS
 
     The Company has entered into a five-year employment agreement for the
services of a Chairman of the Board of Directors and Chief Executive Officer
commencing January 1, 1994. The agreement, as amended, provides for an annual
salary of $75,000 (increasing to $175,000 upon the Company's attaining certain
levels of cash balances or earlier as mutually agreed upon), subject to
adjustment, as well as 50% of all amounts allocated by the Board of Directors to
the Company's Incentive Compensation Program, as defined below. The agreement
also provides for a lump-sum payment equal to either 2.9 or 2.5 times the
officer's annual base salary in the event of a change in control of the Company
that is opposed by the officer, depending on whether the change in control is
approved by a majority of the Board of Directors. The Company has granted this
officer an option to purchase 450,000 shares of common stock at an exercise
price of $3.00 per share.
 
     The Company has entered into an employment agreement for the services of a
President and Chief Operating Officer commencing upon the Company achieving
certain levels of cash balances. The agreement provides for an annual salary of
$150,000, subject to adjustment, as well as 15% of all amounts allocated by the
Board of Directors to the Company's Incentive Compensation Program, as defined
below. In addition, the Company has granted this individual an option to
purchase 99,000 shares of common stock as of the commencement of the term of the
employment agreement at an exercise price of $3.00 per share which expires seven
years from the date of grant. If the Company elects to terminate the agreement,
six months' severance pay including all salary and benefits is due. Prior to the
commencement of the agreement, this individual was retained on a consulting
basis for $3,000 per month plus, for the period from July 1994 through July
1995, 3,000 options per month at an exercise price of $1.33 per share. Effective
November 1, 1995, the consulting fee was increased to $4,000 per month.
 
     The Company entered into a one-year renewable consulting agreement (the
"Consulting Agreement") for assistance on all aspects of the testing and
development of the Company's products, and in obtaining all required approvals
by the FDA. During 1994 and 1995, the Company incurred fees and expenses of
approximately $69,000 and $37,000, respectively, for research and testing
performed pursuant to this agreement. In addition, the following nonqualified
stock options were issued pursuant to the Option Plan as part of the Consulting
Agreement: an option to purchase 54,381 shares of common stock effective July
22, 1993 and expiring July 21, 1998 at an exercise price of $1.86 per share and
an option to purchase 54,381 shares of common stock effective July 22, 1993 and
expiring July 21, 1998 at an exercise price of $2.67. In May 1995, the Company
entered into a three-year employment agreement with the sole owner of the entity
that holds the Consulting Agreement to become the Company's Vice President --
Product Development/Operations and Secretary. This agreement, which replaced the
Consulting Agreement, provides for annual compensation of $105,000 in the first
year, $115,000 in the second year and $125,000 in the third year, subject to
adjustment, as well as 12.5% of all amounts allocated by the Board of Directors
to the Company's Incentive Compensation Program, as defined below. The options
granted pursuant to the Consulting Agreement were cancelled pursuant to the
employment agreement and regranted to the officer at an exercise price of $1.33
per share. In addition, the Company has granted this individual an option to
purchase 90,000 shares of common stock as of the commencement of the term of the
employment agreement at an exercise price of $1.33 per share which expires seven
years from the date of grant.
 
                                      F-13
<PAGE>   58
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
 
     The Company has entered into a two-year employment agreement commencing
January 1995 for the services of a Vice-President of Technology and Clinical
Research. The agreement provides for an annual salary of $135,000, as well as 5%
of all amounts allocated by the Board of Directors to the Company's Incentive
Compensation Program. In addition, the Company has granted this individual an
option to purchase 150,000 shares of common stock at an exercise price of $1.33
per share, which expires ten years from the date of grant.
 
     The Company has established a five-year incentive compensation program (the
"Incentive Compensation Program") for certain of its officers and key employees.
The Incentive Compensation Program provides for the establishment of a yearly
pool, commencing with the effective date of a proposed initial public offering,
equal to 5% of the Company's net income before expenses pursuant to the
Incentive Compensation Program, taxes and extraordinary items ("Plan Net
Income"). For the subsequent four fiscal years, such pool shall only be
established in the event that the Company's Plan Net Income equals or exceeds by
at least 5% the Company's Plan Net Income for the prior fiscal year.
 
8. SUBSEQUENT EVENT
 
     In May 1996, the Company entered into an agreement with an underwriter in
connection with a proposed public offering of the Company's common stock. The
offering is expected to be consummated in the second or third quarter of 1996 at
a minimum offering price of $7.50 per share.
 
                                      F-14
<PAGE>   59
 
- ------------------------------------------------------
- ------------------------------------------------------
 
     NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR SOLICITATION OF ANY OFFER TO BUY BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER TO SELL OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE
PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO, SO OR TO ANY
PERSON TO WHOM 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 TIME SUBSEQUENT TO THE DATE HEREOF.
 
     UNTIL             , 1996 ALL DEALERS EFFECTING TRANSACTIONS IN THE
REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
 
                            ------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                             PAGE
                                             -----
<S>                                          <C>
Prospectus Summary.........................      3
Risk Factors...............................      6
Use of Proceeds............................     13
Dividend Policy............................     13
Capitalization.............................     14
Dilution...................................     15
Selected Financial Data....................     16
Management's Discussion and Analysis of
  Financial Condition and Results
  of Operations............................     17
Business...................................     19
Management.................................     28
Principal Stockholders.....................     35
Certain Transactions.......................     35
Description of Securities..................     36
Shares Eligible for Future Sale............     38
Underwriting...............................     40
Legal Matters..............................     41
Experts....................................     41
Additional Information.....................     42
Index to Financial Statements..............    F-1
</TABLE>
 
- ------------------------------------------------------
- ------------------------------------------------------



- ------------------------------------------------------
- ------------------------------------------------------
 
                                     [LOGO]
 
                                 ENAMELON, INC.
                                2,000,000 SHARES
 
                                  COMMON STOCK
                              --------------------
 
                                   PROSPECTUS
                              --------------------
                             RODMAN & RENSHAW, INC.
                                 JUNE   , 1996
 
- ------------------------------------------------------
- ------------------------------------------------------
<PAGE>   60
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant in connection
with the issuance and distribution of the securities being registered hereunder.
All of the amounts shown are estimates (except for the SEC and the NASD filing
fees).
 
<TABLE>
        <S>                                                               <C>
        SEC filing fee.................................................   $  8,758.62
        NASD, Inc. filing fee..........................................      2,800.00
        NASDAQ listing fee.............................................     20,000.00
        Transfer agent's fee...........................................      5,000.00
        Printing and engraving expenses................................    125,000.00
        Legal fees and expenses........................................    250,000.00
        Blue sky filing fees and expenses (including counsel fees).....     30,000.00
        Accounting fees and expenses...................................    100,000.00
        Miscellaneous expenses.........................................     58,441.38
                                                                          -----------
                  Total................................................   $600,000.00
                                                                          ===========
</TABLE>
 
ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Under Section 145 of the Delaware General Corporation Law, the Registrant
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act of 1933, as amended (the "Securities Act"). The Registrant's Bylaws provide
that the Registrant will indemnify its directors, executive officers, other
officers, employees and agents to the fullest extent permitted by Delaware law.
 
     The Registrant's Certificate of Incorporation provides for the elimination
of liability for monetary damages for breach of the directors' fiduciary duty of
care to the Registrant and its stockholders. These provisions do not eliminate
the directors' duty of care and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Delaware law. In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Registrant, for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for any transaction from which the
director derived an improper personal benefit, and for payment of dividends or
approval of stock repurchases or redemptions that are unlawful under Delaware
law. The provision does not affect a director's responsibilities under any other
laws, such as the federal securities laws or state or federal environmental
laws.
 
     Reference is made to Section 7 of the Underwriting Agreement (Exhibit 1.1
to this Registration Statement) which provides for indemnification by the
Underwriters and their controlling persons, on the one hand, and of the
Registrant and its controlling persons on the other hand, against certain civil
liabilities, including liabilities under the Securities Act.
 
     The Registrant has applied for a director and officer liability insurance
policy, under which each director and certain officers of the Company would be
insured against certain liabilities.
 
ITEM 15.  RECENT SALE OF UNREGISTERED SECURITIES.
 
     Effective November 30, 1992, the Company effectuated a 100-for-one stock
split of its Common Stock. In July 1993, the Company effectuated a
1.19688-for-one stock split of its Common Stock. In September 1994, the Company
effectuated a one-for-1.65068 stock split of its Common Stock. In June 1995, the
Company effectuated a three-for-one stock split of its Common Stock. All of the
following information regarding the issuance of shares of the Company's Common
Stock has been adjusted, where appropriate, to
 
                                      II-1
<PAGE>   61
 
reflect such stock splits. Since June 1992, the Registrant has sold the
following securities without registration under the Securities Act:
 
          (1) In June 1992, the Registrant sold 3,132,408 shares of its Common
     Stock in consideration of $14,400 ($.005 per share) to Dr. Steven R. Fox,
     Chairman of the Board of Directors of the Registrant. In December 1992, the
     Registrant sold an aggregate of 133,782 shares of its Common Stock to three
     persons for the aggregate consideration of $615 ($.005 per share). Eric D.
     Horodas and Richard A. Gotterer, Directors of the Registrant, each acquired
     65,259 shares of Common Stock.
 
          (2) In December 1992, the Registrant sold an aggregate of 65,268
     shares of its Common Stock to six unaffiliated persons in consideration for
     $100,000 ($1.53 per share).
 
          (3) In December 1992, the Registrant sold an aggregate of 9,792 shares
     of its Common Stock to two unaffiliated persons in consideration for
     services rendered to the Registrant valued at $29,970 ($3.06 per share).
 
          (4) In January 1993, the Registrant sold an aggregate 293,619 shares
     of its Common Stock to 58 persons for an aggregate consideration of
     $900,000 ($3.06 per share). Albert M. Goldstein, formerly a director of the
     Registrant, subscribed for and purchased 4,077 shares of the Registrant's
     Common Stock in such transaction.
 
          (5) In September 1993, the Registrant sold 4,545 shares of its Common
     Stock to one unrelated person in consideration for services rendered to the
     Registrant, valued at $16,680 ($3.66 per share).
 
          (6) In November 1993, the Registrant sold 12,723 shares of its Common
     Stock to Snow Becker Krauss P.C. in consideration for services rendered to
     the Registrant, valued at $46,685 ($3.66 per share). In January 1994, the
     Registrant sold 14,538 shares of its Common Stock to Snow Becker Krauss
     P.C. in consideration for services rendered to the Registrant, valued at
     $64,000 ($4.40 per share). In May 1995, the Registrant sold 105,000 shares
     of its Common Stock to SBK Investment Partners, a partnership consisting of
     members of Snow Becker Krauss P.C. in consideration for services rendered
     to the Registrant, valued at $139,650 ($1.33 per share).
 
          (7) In September 1994, the Registrant sold an aggregate of 118,125
     shares of its Common Stock and Warrants to purchase 59,064 shares of Common
     Stock at an exercise price of $1.33 a share to 6 unaffiliated persons, for
     an aggregate consideration of $157,500 ($1.33 per share ascribing no value
     to the Warrants).
 
          (8) In May 1995, the Registrant sold an aggregate of 93,750 shares of
     its Common Stock and Warrants to purchase 93,750 shares of Common Stock at
     an exercise price of $1.33 a share to 8 persons, for an aggregate
     consideration of $125,000 ($1.33 per share ascribing no value to the
     Warrants). Eric Horodas, a Director of the Registrant, acquired 9,375
     shares of Common Stock and 9,375 Warrants.
 
          (9) In June 1995 the Registrant sold an aggregate of 3,000 shares of
     its Common Stock to an unrelated party in consideration for services
     rendered to the Registrant, valued at $8,045 ($2.68 per share).
 
          (10) In August through December 1995, the Registrant sold an aggregate
     of 648,723 shares of its Common Stock to an aggregate of 112 unaffiliated
     persons, for an aggregate consideration of $2,594,892 ($4.00 per share).
 
          (11) In connection with the offering in 15(10) above, the Registrant
     authorized the issuance of warrants to purchase an aggregate of 26,276
     shares of Common Stock at an exercise price of $4.00 per share, and 1,562
     shares of Common Stock at an exercise price of $3.60 per share.
 
          (12) In January 1996 the Registrant sold an aggregate of 6,706 shares
     of its Common Stock to an unrelated party in consideration for services
     rendered to the Registrant, valued at $26,824 ($4.00 per share).
 
                                      II-2
<PAGE>   62
 
          (13) In January 1996, the Registrant sold an aggregate of 500,000
     Units to an aggregate of 19 unaffiliated persons, for an aggregate
     consideration of $2,000,000 ($4.00 per Unit). Each Unit consisted of 1.103
     shares of 5% Convertible Preferred Stock and 1 Common Stock Purchase
     Warrant, exercisable at $5.75 per share.
 
          (14) In connection with the placement of the offering in 15(13) above,
     the Registrant authorized the issuance of warrants to purchase an aggregate
     of 100,000 shares of Common Stock at an exercise price of $4.80 per share,
     and 23,750 shares of Common Stock at an exercise price of $3.60 per share.
 
          (15) In April 1996, the Registrant sold an aggregate of 6,250 Units to
     an unrelated party, for an aggregate consideration of $25,000 ($4.00 per
     Unit). Each Unit consisted of 1.103 shares of 5% Convertible Preferred
     Stock and 1 Common Stock Purchase Warrant, exercisable at $5.75 per share.
 
     The issuances described in paragraphs 15(1) to 15(3), 15(5) to 15(7),
15(9), 15(11) to 15(12), and 15(14) above were made in reliance upon the
exemption from the registration requirements of the Securities Act provided by
Section 4(2) of the Securities Act for transactions by an issuer not involving a
public offering. The issuances described in paragraphs 15(4), (8), (10), (13)
and (15) above were made in reliance upon the exemption from the registration
requirements of the Securities Act for transactions by an issuer not involving a
public offering provided by Section 4(6) of the Securities Act and Regulation D
promulgated thereunder. The recipients of the securities in each of the above
transactions represented their intentions to acquire the securities for
investment only and not with a view to or a sale in connection with any
distribution thereof. Allen & Company Incorporated acted as the placement agent
for the issuances described in paragraph 15(13) above and received a fee of
100,000 warrants described in 15(14). Claremont York Capital acted as a finder
in such transaction and received 23,750 warrants as described in 15(14). No
underwriter or underwriting discount or commission was involved in any other
issuance.
 
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
     (a) Exhibits
 
     The following Exhibits are filed herewith and made a part hereof.
 
<TABLE>
<S>        <C>
 1.1   --  Form of Underwriting Agreement.
 3.1   --  Certificate of Incorporation of the Registrant, as amended.
 3.2   --  Amended and Restated By-Laws of the Registrant.
 4.1*  --  Specimen Copy of Stock Certificate for shares of Common Stock.
 4.2   --  Form of Warrant to be issued to the Representative.
 4.3   --  Form of Registration Rights Agreement between the Registrant and certain
           purchasers of Units.
 5.1   --  Securities Opinion of Snow Becker Krauss P.C.
10.1   --  Restated Patent License Agreement by and between the Registrant and the
           American Dental Association Health Foundation dated as of June 24, 1992.
10.2   --  Amendment Agreement by and between the Registrant and theAmerican Dental
           Association Health Foundation dated as of June 12, 1995.
10.3   --  Restated Foreign Patent License Agreement by and between the Registrant
           and the American Dental Association Health Foundation dated as of
           November 18, 1992.
10.4   --  The Registrant's 1993 Stock Option Plan.
10.5   --  The Registrant's Incentive Compensation Plan.
10.6   --  Employment Agreement between the Registrant and Dr. Steven R. Fox, as
           amended as of June 1, 1995.
10.7   --  Amended and Restated Employment Agreement between the Registrant and D.
           Brooks Cole dated as of June 1, 1995.
10.8   --  Employment Agreement between the Registrant and Norman Usen dated as of
           May 1, 1995.
10.9   --  Employment Agreement between the Registrant and Anthony E. Winston dated
           as of January 17, 1995.
</TABLE>
 
                                      II-3
<PAGE>   63
 
<TABLE>
<S>        <C>
10.10  --  Lease Agreement with Elaine Fox dated December 19, 1995.
10.11  --  Lease Agreement with Unum Life Insurance Company of America dated
           December 27, 1993.
10.12  --  Lease Agreement with East Brunswick Woods Associates, L.P. dated
           November 1995.
23.1   --  The consent of Snow Becker Krauss P.C. is included in Exhibit 5.1.
23.2   --  The consent of BDO Seidman, LLP, independent certified public
           accountants, is included in Part II of this Registration Statement.
24.1   --  Powers of Attorney (included on the signature page of this Registration
           Statement).
</TABLE>
 
- ---------------
* To be filed by Amendment.
 
     (b) Financial Statement Schedule
 
     All other schedules have been omitted because the information to be set
forth therein is not applicable or is shown in the financial statements or the
notes thereto.
 
ITEM 17.  UNDERTAKINGS.
 
          (a) The undersigned Registrant hereby undertakes (1) to file, during
     any period in which it offers or sells securities, a post-effective
     amendment to this registration statement to:
 
             (i) include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933, as amended (the "Securities Act");
 
             (ii) reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information in the
        registration statement;
 
             (iii) 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, 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.
 
          (b) The undersigned Registrant hereby undertakes to provide to the
     underwriter at the closing specified in the underwriting agreements,
     certificates in such denominations and registered in such names as required
     by the underwriter to permit prompt delivery to each purchaser.
 
          (c) Insofar as indemnification for liabilities arising under the Act
     may be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, 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 Act 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, the
     Registrant will, unless in the opinion of its 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.
 
                                      II-4
<PAGE>   64
 
          (d) The undersigned Registrant hereby undertakes that (1) For purposes
     of determining any liability under the Securities Act, the information
     omitted from the form of prospectus filed as part of this registration
     statement in reliance upon Rule 430A and contained in a form of prospectus
     filed by the Registrant pursuant to Rule 424(b)(1), or (4) or 497(h) under
     the Securities Act as part of this registration statement as of the time it
     was declared effective.
 
          (2) For the purpose of determining any liability under the Securities
     Act, each post-effective amendment that contains a form of prospectus shall
     be deemed to be a new registration statement relating to the securities
     offered therein, and that offering of such securities at that time shall be
     deemed the initial bona fide offering thereof.
 
                                      II-5
<PAGE>   65
 
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF YONKERS, STATE OF NEW
YORK, ON THE 19TH DAY OF JUNE 1996.
 
                                          ENAMELON, INC.
 
                                      By:        /s/  DR. STEVEN R. FOX
                                          --------------------------------------
                                                   (DR. STEVEN R. FOX,
                                           CHAIRMAN OF THE BOARD OF DIRECTORS,
                                          CHIEF EXECUTIVE OFFICER AND TREASURER)
 
                               POWER OF ATTORNEY
 
     EACH OF THE UNDERSIGNED HEREBY AUTHORIZES DR. STEVEN R. FOX AS HIS
ATTORNEY-IN-FACT TO EXECUTE IN THE NAME OF EACH SUCH PERSON AND TO FILE SUCH
AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT
AS THE REGISTRANT DEEMS APPROPRIATE AND APPOINTS SUCH PERSON AS ATTORNEY-IN-FACT
TO SIGN ON HIS BEHALF INDIVIDUALLY AND IN EACH CAPACITY STATED BELOW AND TO FILE
ALL AMENDMENTS, EXHIBITS, SUPPLEMENTS AND POST-EFFECTIVE AMENDMENTS TO THIS
REGISTRATION STATEMENT.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES STATED:
 
<TABLE>
<CAPTION>
                SIGNATURE                                   TITLE                     DATE
- ------------------------------------------  ---------------------------------------------------
<C>                                         <S>                                  <C>
          /s/  DR. STEVEN R. FOX            Chairman of the Board of Directors,   June 19, 1996
- ------------------------------------------    Chief Executive Officer and
           (DR. STEVEN R. FOX)                Treasurer (Principal Executive
                                              Officer and Principal Financial and
                                              Accounting Officer)

         /s/  DR. BERT D. GASTER            Director                              June 19, 1996
- ------------------------------------------
           (DR. BERT D. GASTER)

         /s/  RICHARD A. GOTTERER           Director                              June 19, 1996
- ------------------------------------------
          (RICHARD A. GOTTERER)

           /s/  ERIC D. HORODAS             Director                              June 19, 1996
- ------------------------------------------
            (ERIC D. HORODAS)

          /s/  DR. S.N. BHASKAR             Director                              June 19, 1996
- ------------------------------------------
            (DR. S.N. BHASKAR)
</TABLE>
 
                                      II-6
<PAGE>   66
 
                               CONSENT OF COUNSEL
 
     The consent of Snow Becker Krauss P.C. is contained in its opinion which
was filed as Exhibit 5.1 to this Registration Statement.
 
                                      II-7
<PAGE>   67
 
              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
     We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement of our report dated April 5, 1996, relating to the
financial statements of Enamelon, Inc., which is contained in that Prospectus.
 
     We also consent to the reference to us under the caption "Experts" in the
Prospectus.
 
                                          BDO SEIDMAN, LLP
 
New York, New York
 
June 19, 1996
 
                                      II-8
<PAGE>   68
 
                               INDEX TO EXHIBITS
 
<TABLE>
<CAPTION>
                                                                            SEQUENTIALLY
                                                                              NUMBERED
 EXHIBIT                            DESCRIPTION                                 PAGE
- ---------- --------------------------------------------------------------   ------------
<S>        <C>                                                              <C>
 1.1   --  Form of Underwriting Agreement.
 3.1   --  Certificate of Incorporation of the Registrant, as amended.
 3.2   --  Amended and Restated By-Laws of the Registrant.
 4.1*  --  Specimen Copy of Stock Certificate for shares of Common Stock.
 4.2   --  Form of Warrant to be issued to the Representative.
 4.3   --  Form of Registration Rights Agreement between the Registrant
           and certain purchasers of Units.
 5.1   --  Securities Opinion of Snow Becker Krauss P.C.
10.1   --  Restated Patent License Agreement by and between the
           Registrant and the American Dental Association Health
           Foundation dated as of June 24, 1992.
10.2   --  Amendment Agreement by and between the Registrant and
           theAmerican Dental Association Health Foundation dated as of
           June 12, 1995.
10.3   --  Restated Foreign Patent License Agreement by and between the
           Registrant and the American Dental Association Health
           Foundation dated as of November 18, 1992.
10.4   --  The Registrant's 1993 Stock Option Plan.
10.5   --  The Registrant's Incentive Compensation Plan.
10.6   --  Employment Agreement between the Registrant and Dr. Steven R.
           Fox, as amended as of June 1, 1995.
10.7   --  Amended and Restated Employment Agreement between the
           Registrant and D. Brooks Cole dated as of June 1, 1995.
10.8   --  Employment Agreement between the Registrant and Norman Usen
           dated as of May 1, 1995.
10.9   --  Employment Agreement between the Registrant and Anthony
           Winston dated as of January 17, 1995.
10.10  --  Lease Agreement with Elaine Fox dated December 19, 1995.
10.11  --  Lease Agreement with Unum Life Insurance Company of America
           dated December 27, 1993.
10.12  --  Lease Agreement with East Brunswick Woods Associates, L.P.
           dated
           November 1995.
23.1   --  The consent of Snow Becker Krauss P.C. is included in Exhibit
           5.1.
23.2   --  The consent of BDO Seidman, LLP, independent certified public
           accountants, is included in Part II of this Registration
           Statement.
24.1   --  Powers of Attorney (included on the signature page of this
           Registration Statement).
</TABLE>
 
- ---------------
* To be filed by Amendment.
[{"type": "S-1", "sequence": "1", "description": "FORM S-1", "secsgml_size_bytes": 259394}]
{"company-data": {"conformed-name": "ENAMELON INC", "cik": "0000910168", "assigned-sic": "[]", "irs-number": "133669775"}, "filing-values": {"form-type": "S-1", "act": "33", "file-number": "333-06455", "film-number": "96583610"}, "business-address": {"street1": "15 KIMBALL AVE", "city": "YONKERS", "state": "NY", "zip": "10704", "phone": "9142371308"}, "mail-address": {"street1": "15 KIMBALL AVENUE", "city": "YONKERS", "state": "NY", "zip": "10704"}}
1

     AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE   , 1996
 
                                                     REGISTRATION NO. 333-
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                    FORM S-1
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                            ------------------------
 
                                 ENAMELON, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE                              8090                             13-3669775
  (STATE OR OTHER JURISDICTION OF       (PRIMARY STANDARD INDUSTRIAL              (I.R.S. EMPLOYER
   INCORPORATION OR ORGANIZATION)       CLASSIFICATION CODE NUMBER)            IDENTIFICATION NUMBER)
15 KIMBALL AVENUE, YONKERS, NY 10704  (914) 237-1308
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                   REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
                            ------------------------
 
            DR. STEVEN R. FOX, CHAIRMAN OF THE BOARD, ENAMELON, INC.
              15 KIMBALL AVENUE, YONKERS, NY 10704  (914) 237-1308
(NAME, ADDRESS INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
                               AGENT FOR SERVICE)
                            ------------------------
 
                                   COPIES TO:
JACK BECKER, ESQ.                                    STEPHEN H. KAY, ESQ.
               SNOW BECKER KRAUSS P.C.                            SQUADRON, ELLENOFF, PLESENT &
                   605 THIRD AVENUE                                       SHEINFELD, LLP
               NEW YORK, NEW YORK 10158                                  551 FIFTH AVENUE
                 TEL: (212) 687-3860                                 NEW YORK, NEW YORK 10176
                 FAX: (212) 949-7052                                   TEL: (212) 661-6500
                                                                       FAX: (212) 697-6686
------------------------
 
     APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
 
     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, check the following box.  /X/
 
     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.  / /
                            ------------------------
 
                        CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
                                                            PROPOSED MAXIMUM  PROPOSED MAXIMUM
TITLE OF EACH CLASS OF                   AMOUNT TO BE        OFFERING PRICE      AGGREGATE         AMOUNT OF
SECURITIES TO BE REGISTERED               REGISTERED          PER SHARE(1)   OFFERING PRICE(1)  REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value.......   2,300,000 Shs. (2)        $10.00         $23,000,000        $7,931.03
- -----------------------------------------------------------------------------------------------------------------
Representative's Warrants(3)........      200,000 Wts.           $12.00         $ 2,400,000         $ 827.59
- -----------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value.......   200,000 Shs. (4)(5)        (6)               (6)               (6)
- -----------------------------------------------------------------------------------------------------------------
     TOTAL..........................                                            $25,400,000        $8,758.62
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration fee
    pursuant to Rule 457 promulgated under the Securities Act of 1933, as
    amended.
(2) Includes 300,000 shares of Common Stock issuable upon exercise of the
    Underwriters' over-allotment option.
(3) Issued to the Representative of the Underwriters.
(4) Issuable upon exercise of the Representative's Warrants.
(5) Pursuant to Rule 416, this Registration Statement also covers such
    indeterminable additional shares as may become issuable as a result of
    anti-dilution adjustment in accordance with the terms of the
    Representative's Warrants.
(6) Pursuant to Rule 457(g), no additional registration fee is required for
    these shares.
                            ------------------------
 
     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 THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
===============================================================================
2
 
                                 ENAMELON, INC.
 
                             CROSS REFERENCE SHEET
ITEM NO.
                  CAPTION IN FORM S-1                        LOCATION IN PROSPECTUS
      -------------------------------------------  -------------------------------------------
1.  Forepart of the Registration Statement and
      Outside Front Cover Page of Prospectus.....  Outside Front Cover Page.
  2.  Inside Front and Outside Back Cover Pages
      of Prospectus..............................  Inside Front and Outside Back Cover Pages.
  3.  Summary Information, Risk Factors and Ratio
      of Earnings To Fixed Charges...............  Prospectus Summary; Risk Factors.
  4.  Use of Proceeds............................  Use of Proceeds.
  5.  Determination of Offering Price............  Underwriting.
  6.  Dilution...................................  Dilution.
  7.  Selling Security Holders...................  *
  8.  Plan of Distribution.......................  Underwriting.
  9.  Description of Securities to be
      Registered.................................  Description of Securities.
 10.  Interest of Named Experts and Counsel......  Legal Matters; Experts.
 11.  Information with Respect to the
      Registrant.................................  Business; Business -- Properties;
                                                   Business -- Legal Proceedings; Financial
                                                   Statements; Selected Financial Data;
                                                   Management's Discussion and Analysis of
                                                   Financial Condition and Results of
                                                   Operation; Management;
                                                   Management -- Executive Compensation;
                                                   Principal Stockholders; Certain
                                                   Transactions.
 12.  Disclosure of Commission Position on
      Indemnification for Securities Act
      Liabilities................................  Management -- Indemnification.
- ---------------
* Not Applicable
3
 
     INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
     REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
     SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
     MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
     BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
     THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
     SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
     UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
     OF ANY SUCH STATE.
 
                   SUBJECT TO COMPLETION, DATED JUNE   , 1996
 
                                2,000,000 SHARES
 
                                 ENAMELON, INC.
                                  COMMON STOCK
 
     All of the 2,000,000 shares of Common Stock offered hereby are being
offered by Enamelon, Inc. (the "Company").
 
     Prior to this offering, there has been no public market for the Common
Stock of the Company. It is currently anticipated that the initial offering
price will be between $8.00 and $10.00 per share. See "Underwriting" for a
discussion of the factors to be considered in determining the initial offering
price. After the offering, the Company's current directors, executive officers
and principal stockholders will beneficially own approximately 52.1% of the
outstanding shares of voting stock of, and will continue to control, the
Company. Pending approval of its listing application, it is anticipated that the
Common Stock will be quoted on the Nasdaq National Market under the symbol
"ENML."
 
     FOR A DISCUSSION OF CERTAIN MATERIAL FACTORS THAT SHOULD BE CONSIDERED IN
CONNECTION WITH AN INVESTMENT IN THE COMMON STOCK, SEE "RISK FACTORS" COMMENCING
ON PAGE 6 AND "DILUTION" COMMENCING ON PAGE 15.
                            ------------------------
 
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
 EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
   SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
    PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
       REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
                                                           UNDERWRITING
                                          PRICE            DISCOUNTS AND         PROCEEDS TO
                                        TO PUBLIC         COMMISSIONS(1)         COMPANY(2)
- -------------------------------------------------------------------------------------------------
Per Share.........................           $                   $                    $
- -------------------------------------------------------------------------------------------------
Total(3)..........................           $                   $                    $
- -------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------
(1) Excludes five-year warrants to purchase a number of shares of Common Stock
    equal to 10% of the number of shares of Common Stock purchased and sold by
    the Underwriters (excluding over-allotments, if any), at an exercise price
    equal to 120% of the initial public offering price. The Company has also
    agreed to indemnify the Underwriters against certain liabilities, including
    certain liabilities under the Securities Act of 1933, as amended. See
    "Underwriting" for a description of the foregoing and certain other
    arrangements between the Company and the Underwriters.
 
(2) Before deducting offering expenses estimated to be approximately
    $          , payable by the Company.
 
(3) The Company has granted the Underwriters a 30-day option to purchase up to
    300,000 additional shares of Common Stock solely to cover over-allotments,
    if any, on the same terms and conditions as the shares offered hereby. If
    such option is exercised in full, the total Price to Public, Underwriting
    Discounts and Commissions and Proceeds to Company will be $          ,
    $          and $          , respectively. See "Underwriting."
                            ------------------------
 
     The shares of Common Stock are offered by the several Underwriters named
herein, subject to receipt and acceptance by them and subject to their right to
reject any order in whole or in part. It is expected that delivery of such
shares will be made at the offices of Rodman & Renshaw, Inc., New York, New
York, on or about             , 1996.
                            ------------------------
 
                             RODMAN & RENSHAW, INC.
 
               The date of this Prospectus is             , 1996.
4
 
     TWO DIAGRAMS OF A TOOTH DESCRIBING THE DEMINERALIZATION PROCESS AND
ENHANCED REMINERALIZATION RESULTING FROM USE OF ENAMELON FLUORIDE TOOTHPASTE.
 
     IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE COMMON STOCK AT
A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED ON THE NASDAQ NATIONAL MARKET, IN THE
OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
                            ------------------------
 
     Enamelon(TM) is a trademark of the Company. Certain other trademarks of the
Company and other companies, including ENAMELINE(TM), Crest(R), Colgate(R),
Aquafresh(R), Mentadent(R), Arm & Hammer Dental Care(R) and Sensodyne(R), are
used in this Prospectus.
 
                                        2
5
 
                               PROSPECTUS SUMMARY
 
     The following summary is qualified in its entirety by reference to the more
detailed information and financial statements and notes thereto appearing
elsewhere in this Prospectus. Unless otherwise indicated, all share, per share
and financial information set forth herein assumes the automatic conversion of
558,399 shares of Series A Preferred Stock into 558,399 shares of Common Stock
upon completion of this offering and no exercise of the Underwriters'
over-allotment option. This Prospectus contains forward-looking statements that
involve risks and uncertainties. The Company's actual results may differ
significantly from the results discussed in the forward-looking statements.
Factors that might cause such differences include, but are not limited to, those
discussed in "Risk Factors."
 
                                  THE COMPANY
 
     Enamelon, Inc. is focused on developing and marketing over-the-counter oral
care products based on patented and patent pending technologies. The Company's
dental care products are intended to stop cavities before they begin and have
been proven scientifically to strengthen tooth enamel. The products are based on
the active ingredient sodium fluoride in a formulation that enhances tooth
"remineralization," whereby minerals, such as calcium and phosphate, are
reintroduced into tooth enamel. With toothpaste product development activities
nearing completion, the Company plans to introduce an all-family toothpaste into
test markets, consisting of approximately 5% of United States households, in the
early part of 1997. The Company currently expects to begin a national roll-out
of its toothpaste product in the first half of 1998.
 
     On a daily basis, teeth lose small amounts of calcium and phosphate, the
major structural ingredients of tooth enamel. This "demineralization" process is
caused by plaque acids produced during the bacterial breakdown of sugars in the
mouth. These acids dissolve the enamel, producing lesions (porous areas and soft
spots in the tooth). As this process continues, the mineral structure gradually
is destroyed, eventually forming a dental cavity, which requires a dentist to
remove the decay and fill the cavity.
 
     The Enamelon fluoride toothpaste simultaneously supplies the active
ingredient, sodium fluoride, and high concentrations of ions of the inactive
ingredients calcium and phosphate in soluble form while brushing. Under these
conditions, remineralization was shown in the Company's in vitro studies to be
enhanced with a higher level of fluoride uptake, and the tooth structure was
shown to be strengthened and hardened. This makes the tooth less soluble and
more resistant to attacks by acids from decay-causing bacteria. Additionally,
animal studies conducted by the Company have shown that enhanced
remineralization significantly reduced the incidence of lesions.
 
     Based on such studies, the Company believes that with each application of
its proposed products, teeth will become stronger and more resistant to decay.
The Company believes that human clinical studies will show that its toothpaste
enhances the tooth remineralization process to a greater degree than currently
available products and that this will represent one of the most significant
advances in personal dental care since the introduction of mass-marketed
fluoride dental products in the early 1960's.
 
     The worldwide toothpaste market is estimated to exceed $5 billion in annual
retail sales. Annual toothpaste sales in the United States are expected to be
$1.7 billion in 1996 and are projected to reach $2 billion by the turn of the
century. Over the last five years, the toothpaste market has become segmented as
new, premium-priced products offering benefits such as tartar control or
whitening or containing ingredients such as baking soda have steadily attracted
consumers away from older, mature products.
 
     The Company holds licenses from the American Dental Association Health
Foundation (the "ADAHF") for patented and patent pending technologies (the
"ADAHF Patented Technology") relating to the prevention of tooth decay and
employing formulations that enhance the natural activity of fluoride. The ADAHF
has granted the Company (i) exclusive worldwide licenses to develop, manufacture
and market toothpaste, chewing gum, food and confectionery products and (ii) a
non-exclusive international license covering products not covered by the
Company's exclusive licenses (including oral spray, mouth rinse and professional
gel products). The Company's international license is co-extensive with a
non-exclusive
 
                                        3
6
 
international license granted to SmithKline Beecham Corp., which also obtained
from the ADAHF an exclusive United States license covering such products.
 
     The Company has developed additional technologies relating to prevention of
tooth decay before it begins and has five United States patent applications
pending (the "Enamelon Patent Pending Technology").
 
     The Company's objective is to become a leading niche marketer of a variety
of oral care, chewing gum, food and confectionery products based on the ADAHF
Patented Technology and/or the Enamelon Patent Pending Technology (together, the
"Enamelon Technologies"). The Company's strategic plan for accomplishing this
objective is to (i) develop and market its proposed toothpaste products with
sodium fluoride as the active ingredient, (ii) conduct further testing to
establish advertising and marketing claims, and for product improvement, (iii)
collaborate with corporate partners in certain product areas and international
markets and (iv) capitalize on additional commercial applications.
 
     The Company was incorporated in Delaware in June 1992. The Company's
executive offices are located at 15 Kimball Avenue, Yonkers, New York, 10704,
and its telephone number is (914) 237-1308.
 
                                  THE OFFERING
Common Stock Offered by the Company.................  2,000,000 shares
Common Stock to be Outstanding after the Offering...
                                                      7,200,378 shares (1)
Use of Proceeds.....................................
                                                      For marketing, research and
                                                      development, purchase of manufacturing
                                                      equipment, working capital and general
                                                      corporate purposes.
Risk Factors and Dilution...........................
                                                      Prospective investors should carefully
                                                      consider the matters set forth under
                                                      the captions "Risk Factors" and
                                                      "Dilution." An investment in the shares
                                                      of Common Stock offered hereby involves
                                                      a high degree of risk and immediate and
                                                      substantial dilution.
Nasdaq National Market Symbol (Proposed)............
                                                      "ENML"
- ---------------
(1) Excludes an aggregate of 2,510,652 shares of Common Stock reserved for
    future issuance under the Company's 1993 Stock Option Plan (the "Plan") and
    reserved for issuance pursuant to outstanding options and warrants. See
    "Shares Eligible for Future Sale" and "Underwriting."
 
                                        4
7
 
                             SUMMARY FINANCIAL DATA
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
JUNE 9, 1992                                   THREE MONTHS
                                        (INCEPTION) TO     YEAR ENDED DECEMBER 31,     ENDED MARCH 31,
                                         DECEMBER 31,     -------------------------    ---------------
                                             1992         1993     1994      1995      1995      1996
                                        --------------    -----    -----    -------    -----    ------
SELECTED STATEMENT OF OPERATIONS DATA:
  Total expenses......................       $ 37         $ 311    $ 536    $ 1,081    $ 262    $  552
  Other income (expense)..............         --            14     (263)        20        1        35
                                            -----         ------   ------   --------   ------   ------
  Net loss............................       $(37)        $(297)   $(799)   $(1,061)   $(261)   $ (517)
                                            =====         ======   ======   ========   ======   ======
SELECTED PER SHARE DATA:
  Net loss per share(1)...............                                      $ (0.20)            $(0.09)
                                                                            -------             ------
                                                                            -------             ------
  Weighted average shares
     outstanding......................                                        5,401              5,563
AT MARCH 31, 1996
                                                                             -----------------------
                                                         AT DECEMBER 31,                PRO FORMA AS
                                                              1995           ACTUAL     ADJUSTED(2)
                                                         ---------------     ------     ------------
SELECTED BALANCE SHEET DATA:
  Working capital......................................      $ 1,628         $2,758       $ 18,923
  Total assets.........................................        2,041          3,525         19,690
  Redeemable preferred stock...........................           --          1,879             --
  Stockholders' equity.................................      $ 1,867         $1,377       $ 19,421
- ---------------
(1) Earnings per share are presented for 1995 and the three months ended March
    31, 1996 on a pro forma basis to reflect the automatic conversion of 558,399
    shares of Series A Preferred Stock as if it occurred on January 1, 1995.
    Earnings per share are not presented for prior periods since the Company
    does not believe historical earnings per share are meaningful as a result of
    changes in the Company's capital structure following the completion of this
    offering. See "Financial Statements."
 
(2) Gives pro forma effect to (i) the subsequent issuance of 6,894 shares of
    Series A Preferred Stock for $25,000, (ii) the automatic conversion of
    558,399 shares of Series A Preferred Stock and (iii) the consummation of
    this offering and the application of the estimated net proceeds thereof. See
    "Use of Proceeds" and "Capitalization."
 
                                        5
8
 
                                  RISK FACTORS
 
     An investment in the shares of Common Stock offered hereby involves a high
degree of risk and immediate and substantial dilution and should only be made by
persons who can afford a loss of their entire investment. In evaluating an
investment in the Common Stock being offered hereby, investors should consider
carefully, among other matters, the following risk factors, as well as the other
information contained in this Prospectus.
 
     Except for the historical information contained herein, the following
discussion contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
projected in the forward-looking statements discussed herein. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed in this section, as well as in the sections entitled "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business."
 
HISTORY OF OPERATING LOSSES; UNCERTAINTY OF FUTURE PROFITABILITY
 
     The Company has a limited history of operations, and has accumulated net
losses from inception in June 1992 through March 31, 1996, of approximately $2.7
million. Losses have resulted principally from costs incurred in research and
development of the Enamelon Technologies and from general and administrative
costs. To date, the Company has neither commenced any product commercialization
nor realized any operating revenues. The Company expects to continue to incur
operating losses at least through 1998, principally as a result of expenses of
ongoing clinical testing and anticipated marketing and manufacturing expenses
associated with the introduction of Enamelon toothpaste. There can be no
assurance that the Company will ever generate revenues or achieve profitability.
See "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
 
DEPENDENCE ON SUCCESSFUL DEVELOPMENT OF INITIAL PRODUCT
 
     The Company is dependent to a large extent on the success of its proposed
toothpaste, which is being tested at a number of sites as well as at the
Company's laboratory. Results of in vitro and animal studies are not necessarily
indicative of results that will be obtained in human clinical trials. Adverse or
inconclusive clinical trial results concerning any of the Company's product
formulations could significantly delay the marketing of such products or result
in the limitation of the Company's potential product claims. In such event,
further studies may have to be conducted by the Company. There can be no
assurance that safe and effective commercially viable products can ever be
developed by the Company, or that if they are developed, they can be produced in
a timely manner, can be manufactured economically on a large scale, can be free
from governmental and competitive challenges, and can achieve and sustain market
acceptance. See "Use of Proceeds" and "Business -- Products."
 
UNCERTAINTY OF CONSUMER ACCEPTANCE OF ENAMELON PRODUCTS
 
     The Company will be dependent upon consumer acceptance of the Enamelon
toothpaste as an alternative to current well known brand name toothpastes.
Market acceptance will depend, in part, on the Company's ability to demonstrate
to consumers the effectiveness of its products. There can be no assurance that
clinical studies will support the Company's anticipated advertising claims, that
the Company will be able to market its toothpaste successfully or that future
products, if any, will be accepted in the marketplace. See "Business --
Marketing."
 
UNCERTAINTIES RELATED TO DEVELOPMENT OF ADDITIONAL PRODUCTS
 
     The Company has focused its product development efforts to date on
toothpaste using the Enamelon Technologies. Accordingly, the Company will
require significant additional efforts to develop other products utilizing the
Enamelon Technologies. Any such future product development efforts are subject
to certain risks and may not succeed. These risks include, but are not limited
to, the possibility that (i) new products will be found ineffective or unsafe,
(ii) even if safe and effective, they will be difficult to develop into
commercially
 
                                        6
9
 
viable products or to manufacture economically on a large scale, free of
governmental or competitive challenges and (iii) any such products will fail to
achieve and sustain market acceptance. Therefore, there is substantial risk that
the Company's product development efforts will not be successful. See
"Business -- Strategy" and "-- Products."
 
COMPETITION
 
     Competition in toothpaste products, as well as in chewing gum, food and
confectionery products, is intense. The Company's primary competitors include
companies with substantially greater financial, technological, marketing,
personnel and research and development resources than those of the Company.
There can be no assurance that the Company will be able to compete successfully
in these markets. The Company's toothpaste products will compete with other
brand name toothpastes including Crest, Colgate, Aquafresh, Mentadent, Arm &
Hammer Dental Care and Sensodyne. Further, new products or future developments
by others may provide therapeutic or cost advantages over the Company's proposed
products. There can be no assurance that developments by others of similar or
more effective products will not render the Company's products or technologies
noncompetitive or obsolete or that competitors will not challenge the validity
of the Company's patent rights. Since the Company's proposed products will be
new to the market and sold in competition with the products of companies with
greater financial and other resources, there can be no assurance that a market
for the Company's proposed products will develop. See "Risk Factors -- Uncertain
Ability to Protect Patents" and "Business -- Competition."
 
COMPLIANCE WITH THE MONOGRAPH
 
     The Company's products are subject to regulation by the Food and Drug
Administration (the "FDA"). The FDA has published a final monograph, Anticaries
Drug Products for Over-the-Counter Human Use (the "Monograph"), for
over-the-counter anticaries drug products, the category of non-prescription drug
products that includes the Company's proposed oral care products. The Monograph
establishes conditions under which over-the-counter drug products that aid in
the prevention of tooth decay generally are recognized as being safe and
effective and not misbranded. The Company's products may be lawfully marketed
without being required to file a New Drug Application (an "NDA") with the FDA if
they use as their sole active ingredient one of the active ingredients permitted
in the Monograph and make labeling claims permitted in the Monograph. However,
there can be no assurance that the Company's proposed products will meet all of
the conditions of the Monograph. The Company will be limited in the claims it
can make with respect to its products in order to remain in compliance with the
Monograph. The Company's inability to market its proposed toothpaste products
under the Monograph would have a material adverse effect on the Company. See
"Business -- Government Regulation."
 
     In order to market its proposed products other than in compliance with the
Monograph, the Company would be required to file an NDA. An NDA would require
substantial testing procedures which are costly and time consuming. Accordingly,
the Company's ability to sell its proposed products in the United States could
be delayed for an indefinite period of time. Further, the Company may not have
sufficient financial or other resources available to complete the NDA process
and assuming such financial and other resources are available, there is no
assurance that the FDA would approve the Company's NDA, if one were necessary.
See "Business -- Government Regulation."
 
COMPLIANCE WITH OTHER GOVERNMENT REGULATION
 
     The Company is subject to additional regulation under various federal and
state laws regarding, among other things, occupational safety, environmental
protection, hazardous substance control and product advertising and promotion.
In connection with its research and development activities, the Company is
subject to federal, state and local laws, rules, regulations and policies
governing the use, generation, storage, effluent discharge, handling and
disposal of certain materials and wastes.
 
     Both the Company's products and their claims may be challenged by the
Company's competitors or by the FDA, the Federal Trade Commission (the "FTC") or
other governmental or private agencies. Such
 
                                        7
10
 
challenges may include an assertion that the products do not comply with the
Monograph (thus potentially requiring an NDA or a change in marketing) or that
the data obtained by the Company to substantiate the Company's claims may be
inadequate. There can be no assurance that the Company will successfully defend
any challenge in this area, or be able to modify its products or the claims with
respect thereto to such an extent that the products remain commercially viable.
 
     The laws and regulations administered by governmental agencies, including
but not limited to the FDA, the FTC and the Environmental Protection Agency (the
"EPA"), are subject to change and varying interpretation. While the Company
intends to use its best efforts to comply with relevant laws and regulations, no
assurance can be given that an agency might not assert a claim of noncompliance
against the Company in the future. Unanticipated changes in laws or adverse
interpretations of regulations could materially jeopardize the Company's ability
to distribute its products or engage in its contemplated business activities.
 
     The marketing of the Company's proposed products abroad will be subject to
significant regulation by foreign cosmetic and/or drug regulatory agencies. No
assurance can be given that the Company will be granted approval to market its
proposed products in foreign countries, and the failure to obtain such required
approvals would have a material adverse effect on the Company's ability to
market its products internationally.
 
     Each domestic drug product manufacturing facility must be registered with
the FDA. Each manufacturer must inform the FDA of every drug product it has in
commercial distribution and keep such list updated. Domestic manufacturing
facilities are also subject to at least biannual inspection by the FDA for
compliance with Good Manufacturing Practice regulations promulgated by the FDA.
Compliance with Good Manufacturing Practice regulations is required at all times
during the manufacture and processing of drug products. Accordingly, to the
extent that the Company utilizes contract manufacturers, such manufacturers must
be in compliance with all FDA requirements. See "Business -- Manufacturing," "--
Government Regulation" and "Risk Factors -- Dependence on Others to
Manufacture."
 
DEPENDENCE ON LICENSING AGREEMENTS
 
     The Company's license agreements with the ADAHF are material to the
Company's business. An adverse interpretation of the terms of either of such
agreements, the termination of the agreements or exclusivity thereunder, or the
inability of the Company to renew such agreements on the same or similar terms
would have a material adverse effect on the ability of the Company to develop,
manufacture and sell its products, or even to continue in business. See
"Business -- ADAHF Patents and Licenses."
 
UNCERTAIN ABILITY TO PROTECT PATENTS
 
     The Company's ability to compete effectively depends on its success in
protecting its proprietary technology, both in the United States and abroad. No
assurance can be given that the Company's patent protection within and/or
outside of the United States is sufficient to deter others, legally or
otherwise, from developing or marketing competitive products utilizing the
Enamelon Technologies.
 
     The United States patents and the pending United States and foreign patent
applications covering the ADAHF Patented Technology (the "ADAHF Patent Rights")
and the Enamelon Patent Pending Technology (the "Enamelon Patent Rights")
(collectively with the ADAHF Patent Rights, the "Patent Rights") are material to
the Company's business. No assurance can be given that any further patents will
be issued from the United States or foreign patent offices for the Patent Rights
or that the Company will receive any patents in the future based on its
continued development efforts. The Company believes that the protection afforded
by the Patent Rights is material to its future revenues and earnings. There can
be no assurance that any of the Patent Rights will be found to be valid or that
any of the Patent Rights will be enforceable or prevent others from developing
and marketing competitive products or methods. A successful challenge to the
validity of the Patent Rights would have a material adverse effect on the
Company, and could jeopardize its ability to engage in its contemplated
business. An infringement action on behalf of the Company may require the
diversion of substantial funds from the Company's operations and may require
management to expend efforts that might otherwise be devoted to the Company's
operations. Furthermore, there can be no assurance that the Company will be
successful in enforcing the Patent Rights. See "Risk Factors -- Competition."
 
                                        8
11
 
     There can be no assurance that patent infringement claims in the United
States or in other countries will not be asserted against the Company by a
competitor or others, and if asserted, that the Company will be successful in
defending against such claims. In the event one of the Company's proposed
products is adjudged to infringe patents of others with the likely consequence
of a damage award, the Company or any sublicensee may be enjoined from using and
selling such product or be required to obtain a royalty-bearing license, if
available on acceptable terms. Alternatively, in the event a license is not
offered, the Company might be required to redesign those aspects of the product
held to infringe so as to avoid infringement. In such case, any redesign efforts
undertaken by the Company could require significant expense, necessitate an FDA
review, delay the introduction or the re-introduction of the Company's products
into certain markets, or be so significant as to be impractical. See
"Business -- ADAHF Patents and Licenses."
 
PROTECTION OF PROPRIETARY TECHNOLOGY AND INFORMATION
 
     The Company also relies on trade secrets, know-how and continuing
technological advancement to maintain its competitive position. Although the
Company has entered into confidentiality and invention agreements with its
employees and consultants, no assurance can be given that such agreements will
be honored or that the Company will be able to effectively protect its rights to
its unpatented trade secrets and know-how. Moreover, no assurance can be given
that others will not independently develop substantially equivalent proprietary
information and techniques or otherwise gain access to the Company's trade
secrets and know-how.
 
EVOLVING PRODUCT FORMULATIONS
 
     The Company expects that its toothpaste and other product formulations will
be modified from time to time as a result of the Company's ongoing research and
product testing programs. As a result of such modifications, the Company's
current proposed products, and those which it produces in the future, may differ
from those which were the subject of earlier research and testing. Therefore,
the research studies conducted to date and relied upon by the Company for
efficacy and claims substantiation, as well as the Patent Rights obtained at
this time, might not necessarily be applicable to the Company's present or
future product formulations. See "Business -- Research and Development" and
"-- ADAHF Patents and Licenses."
 
LIMITED MARKETING CAPABILITY
 
     The Company has limited marketing capabilities and resources. Achieving
market penetration will require significant efforts by the Company to create
awareness of, and demand for, its proposed products. Accordingly, the Company's
ability to build its customer base will be dependent on its marketing efforts,
including its ability to establish an effective internal sales organization or
establish strategic marketing arrangements with other companies. The failure by
the Company to develop successfully its marketing capabilities, both internally
and through wholesalers and brokers, would have a material adverse effect on the
Company's business. Further, there can be no assurance that the development of
such marketing capabilities will lead to sales of the Company's proposed
products. The Company will be limited in the claims it can make with respect to
its products in order to remain in compliance with the Monograph. See "Use of
Proceeds," "Business -- Marketing" and "Risk Factors -- Compliance with the
Monograph."
 
DEPENDENCE ON OTHERS TO MANUFACTURE
 
     The Company currently has limited manufacturing capability. The Company
does not intend to manufacture its toothpaste products for the United States
market at the outset, but will instead utilize contract manufacturers. The
Company currently does not have a written contract with its pilot production
manufacturer or any other manufacturer in the United States, and no assurance
can be given that one will be entered into. For the balance of the worldwide
toothpaste markets, as well as for the Company's other proposed products, the
Company may seek to sublicense or enter into joint ventures or strategic
partnerships with major consumer product companies or other entities on either
an exclusive or non-exclusive basis. Manufacturing arrangements in these markets
are likely to be encompassed in any agreements establishing such relationships
and may place primary manufacturing responsibility on others. The Company has no
plan, agreement,
 
                                        9
12
 
understanding or arrangement with respect to such relationships, and no
assurance can be given that any will be entered into.
 
     The Company's dependence upon others for the manufacture of its products
may adversely effect its future profit margins, if any, and may effect the
Company's ability to sell its proposed products on a timely and competitive
basis. See "Risk Factors -- Compliance with Other Government Regulation" and
"Business -- Manufacturing."
 
FUTURE CAPITAL NEEDS; UNCERTAINTY OF ADDITIONAL FINANCING
 
     The Company's cash requirements may vary materially from those now planned
depending on numerous factors, including the status of the Company's marketing
efforts, the Company's business development activities, the results of clinical
trials, the regulatory process and competition. The Company currently estimates
that the net proceeds of this offering, together with its projected cash flow
from operations, if any, will be sufficient to finance its working capital and
other requirements for a period of approximately 18 months from the date of this
Prospectus. Thereafter, or sooner if conditions make it necessary, the Company
may need to raise additional funds through public or private financings,
including equity financings which may be dilutive to stockholders. There can be
no assurance that the Company will be able to raise additional funds if its
capital resources are exhausted, or that funds will be available on terms
attractive to the Company or at all. If adequate funds are not available, the
Company may be required to delay, reduce the scope of, or eliminate the
commercial introduction of Enamelon toothpaste and otherwise reduce materially
its proposed operations. See "Use of Proceeds" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
 
PRODUCT LIABILITY
 
     The sale of any over-the-counter consumer product may result in claims of
adverse reactions by users. Although the Company has no intention of marketing
any product without reasonable belief in its safety and efficacy when used in
accordance with its instructions, misuse of the Company's products may result in
consumer injury. In addition, future developments, including possible adverse
medical studies and associated negative publicity, could have a material adverse
impact on the market for the Company's products and on its results of
operations. Further, the Company may be subject to certain consumer claims and
informal complaints relating to its products which are incidental and routine to
its business and for which the Company intends to maintain insurance coverage.
 
     Product liability insurance coverage is expensive and subject to many
exclusions, and there can be no assurance that the Company will be able to
obtain such insurance coverage in sufficient amounts or on favorable terms.
Exclusions or damage limitations may render any insurance coverage obtained
insufficient to protect the Company adequately from the successful assertion of
a product liability claim. There can be no assurance that insurance coverage
will be sufficient to satisfy product liability claims, if any, made against the
Company with respect to injuries arising from the use of such products. In the
event of a successful product liability claim against the Company, the lack or
insufficiency of insurance coverage and the negative publicity from such a suit
could have a material adverse effect on the Company and jeopardize its ability
to engage in its contemplated business activities. See "Business -- Liability
Insurance."
 
DEPENDENCE ON KEY PERSONNEL
 
     The success of the Company will be largely dependent upon the personal
efforts of Dr. Steven R. Fox, D. Brooks Cole, Norman Usen, and Anthony E.
Winston. The loss of the services of any of such persons could have a material
adverse effect on the Company's business and prospects. The Company has entered
into a five-year employment agreement with Dr. Fox as Chairman of the Board and
Chief Executive Officer. Notwithstanding, Dr. Fox currently continues to
practice dentistry on a part-time basis. The Company has entered into an
employment agreement with Mr. Cole as President and Chief Operating Officer
pursuant to which Mr. Cole serves at the pleasure of the Board of Directors.
Although the Company has entered into employment agreements with each of the
aforementioned individuals, there can be no assurance that the
 
                                       10
13
 
Company will be able to retain their services. The success of the Company will
also be dependent upon its ability to hire and retain additional qualified
management, marketing, and financial personnel, including a chief financial
officer. The Company will compete with other companies with greater financial
and other resources for such personnel. See "Management -- Employment and
Consulting Agreements."
 
CONTROL BY PRINCIPAL STOCKHOLDERS
 
     After this offering, the Company's directors, executive officers and
principal stockholders will beneficially own approximately 52.1% of the
Company's Common Stock (approximately 50.3% if the Underwriters' over-allotment
option is exercised in full). Consequently, they will have the ability to elect
all of the Company's directors and to control the outcome of all other issues
submitted to the Company's stockholders and direction of the day-to-day affairs
of the Company. See "Principal Stockholders."
 
ABSENCE OF PRIOR PUBLIC MARKET; DETERMINATION OF OFFERING PRICE
 
     Prior to this offering, there has been no public trading market for the
Common Stock, and there can be no assurance that an active public market for the
Common Stock will develop or continue following the offering. The initial public
offering price of the Common Stock will be determined by negotiation between the
Company and the Representative of the Underwriters and may not necessarily bear
any relationship to the Company's assets, book value, revenues or other
established criteria of value, and should not be considered indicative of the
price at which the Common Stock will trade after completion of the offering.
There can be no assurance that the market price of the Common Stock will not
decline below the initial public offering price. See "Underwriting."
 
POSSIBLE VOLATILITY OF STOCK PRICE
 
     Trading volume and prices for the Common Stock could be subject to wide
fluctuations in response to quarterly variations in operations, financial
results, announcements with respect to sales and earnings, technological
innovations, new product developments, the sale or attempted sale of a large
amount of securities in the public market, and other events or factors which
cannot be foreseen or predicted by the Company. In addition, various factors
affecting consumer products companies, as well as price and volume volatility
affecting small and emerging growth companies generally, but not necessarily
related to their particular operating performance, may have a significant impact
on the market price of the Common Stock.
 
IMMEDIATE SUBSTANTIAL DILUTION
 
     The Company's present stockholders acquired their shares of the Company's
Common Stock at costs substantially below the anticipated offering price of the
Common Stock to be sold in this offering. Therefore, investors purchasing Common
Stock in this offering will incur an immediate and substantial dilution in net
tangible book value per share of $6.35. See "Dilution."
 
SHARES ELIGIBLE FOR FUTURE SALE
 
     Future sales of shares of Common Stock by existing stockholders pursuant to
Rule 144 ("Rule 144") promulgated under the Securities Act of 1933, as amended
(the "Securities Act"), or otherwise, could have an adverse effect on the price
of the shares of Common Stock. Upon completion of this offering, the Company
will have 7,200,378 shares of Common Stock outstanding (7,500,378 shares if the
Underwriters' over-allotment option is exercised in full). In addition, the
Company has reserved for issuance 1,203,355 shares upon exercise of options
granted under the Plan, 296,645 shares upon exercise of options to be granted
under the Plan, and 1,010,652 shares for issuance upon exercise of outstanding
warrants, including up to 200,000 shares for issuance upon exercise of the
warrants issued to the Representative.
 
     The 2,000,000 shares of Common Stock offered hereby (2,300,000 if the
Underwriters' over-allotment option is exercised in full) will be freely
transferable without restriction or further registration under the Securities
Act except for any shares purchased by an "affiliate" of the Company within the
meaning of Rule 144. The remaining 5,200,378 outstanding shares of Common Stock
will be "restricted securities," as that
 
                                       11
14
 
term is defined in Rule 144, and may only be sold pursuant to a registration
statement under the Securities Act or an applicable exemption from registration
thereunder, including exemptions provided by Rule 144. Approximately 3,667,000
of such shares will be eligible for resale under Rule 144 commencing 90 days
following the completion of this offering. The remaining shares will become
eligible for resale under Rule 144 between October 1996 through January 1998. In
addition, the Company has granted to some security holders certain registration
rights. No prediction can be made as to the effect that future sales of Common
Stock, or the availability of shares of Common Stock for future sales, will have
on the market price of the Common Stock prevailing from time to time. Sales of
substantial amounts of Common Stock, or the perception that such sales could
occur, could adversely affect prevailing market prices for the Common Stock and
could impair the Company's ability to raise capital through the future sale of
its equity securities. The Company, its officers, directors and stockholders
beneficially owning 5% or more of the Common Stock holding an aggregate of
3,233,133 shares have agreed, for a period of 180 days from the date of this
Prospectus, not to offer, pledge, sell, contract to sell, grant any option for
the sale of, or otherwise dispose of, directly or indirectly, any securities of
the Company, without the prior written consent of the Representative. See
"Principal Stockholders," "Shares Eligible for Future Sale" and "Underwriting."
 
ISSUANCE OF PREFERRED STOCK; ANTITAKEOVER PROVISIONS OF DELAWARE LAW
 
     The Company's Amended Certificate of Incorporation authorizes the issuance
of 5,000,000 shares of Preferred Stock with such designations, rights and
preferences as may be determined from time to time by the Board of Directors.
Accordingly, the Board of Directors is empowered, without obtaining stockholder
approval, to issue Preferred Stock with dividend, liquidation, conversion,
voting or other rights that could adversely affect the voting power or other
rights of the holders of the Common Stock. In the event of issuance, the
Preferred Stock could be utilized, under certain circumstances, as a method of
discouraging, delaying or preventing a change in the control of the Company.
Certain provisions of Delaware law may also discourage third party attempts to
acquire control of the Company. See "Description of Securities."
 
                                       12
15
 
                                USE OF PROCEEDS
 
     The net proceeds to the Company from the sale of 2,000,000 shares of Common
Stock offered hereby are estimated to be approximately $16.1 million ($18.7
million if the Underwriters' over-allotment option is exercised in full) after
deducting underwriting discounts and commissions and estimated expenses of the
offering payable by the Company.
 
     The Company intends to use approximately $4.0 million of the net proceeds
for the anticipated initial marketing costs of its proposed toothpaste products
and approximately $4.0 million to fund additional research and development to
improve the efficacy of, and provide claims substantiation for, the Company's
proposed products. An additional $4.0 million of the net proceeds will be used
to purchase manufacturing equipment for the production of the Company's patent
pending, split system toothpaste tube and for high speed tube filling equipment.
The balance of the net proceeds will be used for working capital and other
general corporate purposes including general and administrative expenses. If the
Underwriters exercise the over-allotment option in full, the Company will
realize additional net proceeds, which will be added to the Company's working
capital.
 
     The foregoing represents the Company's best estimate of its allocation of
the net proceeds from the sale of the Common Stock offered hereby based upon the
current state of its business operations, its current plans and current economic
and industry conditions and is subject to reallocation among the categories
listed above or to new categories. The amounts and timing of actual expenditures
will depend on numerous factors, including the status of the Company's marketing
efforts, the Company's business development activities, the results of clinical
trials, the regulatory process and competition. Additionally, the Company
intends to review, from time to time, potential opportunities to acquire, or
enter into joint ventures or licensing relationships with respect to products
and businesses compatible with its existing business. The Company may,
therefore, use a portion of the net proceeds to make such acquisitions or to
fund such joint ventures, although the Company has no agreements or
understandings and is not involved in any negotiation with respect to any such
transactions.
 
     The Company believes that the net proceeds of this offering together with
its projected cash flow from operations, if any, will be sufficient to finance
its working capital and other requirements for a period of approximately 18
months from the date of this Prospectus. Pending the aforementioned uses, the
net proceeds from this offering will be invested in interest-bearing government
securities or short-term, investment grade securities.
 
                                DIVIDEND POLICY
 
     The Company has not paid any dividends on its Common Stock since its
inception and for the foreseeable future intends to follow a policy of retaining
all of its earnings, if any, to finance the development and continued expansion
of its business. There can be no assurance that dividends will ever be paid by
the Company. Any future determination as to payment of dividends will depend
upon the Company's financial condition, results of operations and such other
factors as the Board of Directors deems relevant.
 
                                       13
16
 
                                 CAPITALIZATION
 
     The following table sets forth the capitalization of the Company at March
31, 1996, and the pro forma effect of (i) the subsequent issuance of 6,894
shares of Series A Preferred Stock for $25,000, (ii) the automatic conversion of
558,399 shares of Series A Preferred Stock and (iii) the consummation of this
offering and the application of the estimated net proceeds in the manner set
forth under the caption "Use of Proceeds" as if it occurred on March 31, 1996.
This table should be read in conjunction with the Financial Statements and the
related Notes thereto included elsewhere in this Prospectus.
AT MARCH 31, 1996
                                                                         -----------------------
                                                                                      PRO FORMA
                                                                         ACTUAL      AS ADJUSTED
                                                                         -------     -----------
                                                                             (IN THOUSANDS)
Redeemable preferred stock:
     $0.01 par value, 827,250 shares authorized; and 268,851 pro forma
      as adjusted; 558,399 issued and outstanding; and no shares pro
      forma as adjusted(1).............................................  $ 1,879       $    --
Stockholders' equity:
  Preferred stock, $0.01 par value, 4,172,750 shares authorized; and
     4,731,149 pro forma as adjusted; no shares issued and outstanding;
     and no shares pro forma as adjusted...............................       --            --
  Common stock, $0.001 par value, 20,000,000 shares authorized;
     4,641,979 issued and outstanding; 7,200,378 pro forma as
     adjusted(2).......................................................        5             7
  Additional paid-in-capital...........................................    4,082        22,124
  Accumulated deficit..................................................   (2,710)       (2,710)
                                                                         --------
                                                                              --
                                                                                     -------- --
Total stockholders' equity.............................................    1,377        19,421
                                                                         --------
                                                                              --
                                                                                     -------- --
     Total capitalization..............................................  $ 3,256       $19,421
                                                                         ==========  ==========
- ---------------
(1) See "Description of Securities."
 
(2) Excludes an aggregate of 2,510,652 shares, consisting of (i)1,203,355 shares
    of Common Stock reserved for issuance upon exercise of outstanding options
    under the Plan, (ii) 296,645 shares of Common Stock reserved for future
    issuance under the Plan, (iii) 810,652 shares of Common Stock reserved for
    issuance upon exercise of outstanding warrants and (iv) 200,000 shares of
    Common Stock reserved for issuance upon exercise of warrants to be issued to
    the Representative of the Underwriters upon completion of this offering. See
    "Shares Eligible for Future Sale" and "Underwriting."
 
                                       14
17
 
                                    DILUTION
 
     The pro forma net tangible book value of the Company's Common Stock at
March 31, 1996, after giving effect to the issuance of 6,894 shares of Series A
Preferred Stock for $25,000 and the conversion of 558,399 shares of Series A
Preferred Stock, was approximately $2.9 million, or $0.56 per share of Common
Stock. Net tangible book value per share is equal to the total tangible assets
of the Company less total liabilities divided by the number of shares of Common
Stock outstanding. After giving effect to the sale of 2,000,000 shares of Common
Stock offered hereby (after deducting underwriting discounts and commissions and
estimated offering expenses), the adjusted pro forma net tangible book value of
the Company at March 31, 1996 would have been approximately $19.0 million, or
$2.65 per share, representing an immediate increase in net tangible book value
of $2.09 per share to existing stockholders and an immediate dilution in net
tangible book value of $6.35 per share, or 70.6% to investors purchasing shares
at the initial public offering price ("New Investors"). The following table
illustrates the per share dilution to New Investors:
Initial public offering price per share..............................            $9.00
    Pro forma net tangible book value per share before this offering.....  $0.56
    Increase in net tangible book value per share attributable to New
      Investors..........................................................   2.09
                                                                           -----
    As adjusted, net tangible book value per share as of March 31, 1996,
      after this offering................................................             2.65
                                                                                     -----
    Dilution in net tangible book value to New Investors.................            $6.35
                                                                                     =====
If the Underwriters' over-allotment option is exercised in full, the net
tangible book value per share of Common Stock after this offering would be $2.88
per share, which would result in dilution to New Investors of $6.12 (or 68.0%)
per share of Common Stock.
 
     The following table summarizes at March 31, 1996, the total consideration
paid and the average price paid per share of Common Stock by existing
stockholders and New Investors (before deducting the underwriting discount and
the other offering expenses payable by the Company):
COMMON STOCK
                                          ACQUIRED              TOTAL CONSIDERATION        AVERAGE
                                    ---------------------     -----------------------       SHARE
                                     NUMBER       PERCENT       AMOUNT        PERCENT     PER SHARE
                                    ---------     -------     -----------     -------     ---------
Existing stockholders.........  5,200,378       72.2%     $ 5,991,384       25.0%       $1.15
    New Investors.................  2,000,000       27.8       18,000,000       75.0         9.00
                                    ---------     ------      -----------     ------
      Total.......................  7,200,378      100.0%     $23,991,384      100.0%
                                    =========     ======      ===========     ======
The foregoing table excludes the exercise of all outstanding warrants and
stock options. To the extent that any existing warrants or options granted or to
be granted are exercised in the future below the offering price, there will be
further dilution to New Investors. See "Management -- Employee Benefit Plans."
 
                                       15
18
 
                            SELECTED FINANCIAL DATA
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
     Set forth below is selected financial data with respect to the statements
of operations of the Company for the period from June 9, 1992 (Inception) to
December 31, 1992, and for the twelve months ended December 31, 1993, 1994 and
1995, and the balance sheets of the Company at December 31, 1992, 1993, 1994 and
1995. Such data was derived from the Company's financial statements audited by
BDO Seidman, LLP, independent certified public accountants, certain of which are
included elsewhere in this Prospectus. Also set forth below is selected
financial data for the three months ended March 31, 1995 and 1996 and at March
31, 1996, which was derived from the unaudited financial statements of the
Company and includes, in the opinion of management, all adjustments (consisting
only of normal recurring adjustments) necessary to present fairly the financial
position and results of operations of the Company for such periods. The results
of operations for the three months ended March 31, 1995 and 1996 are not
necessarily indicative of results for a full fiscal year. The data should be
read in conjunction with the Financial Statements (including the Notes thereto)
and Management's Discussion and Analysis of Financial Condition and Results of
Operations included elsewhere in this Prospectus.
JUNE 9, 1992                                  THREE MONTHS
                                         (INCEPTION) TO    YEAR ENDED DECEMBER 31,     ENDED MARCH 31,
                                          DECEMBER 31,    -------------------------    ---------------
                                              1992        1993     1994      1995      1995      1996
                                         --------------   -----    -----    -------    -----    ------
SELECTED STATEMENT OF OPERATIONS DATA:
  Total expenses.......................       $ 37        $ 311    $ 536    $ 1,081    $ 262    $  552
  Other income (expense)...............         --           14     (263)        20        1        35
                                         ---------        ------   ------   --------   ------   -------
                                                           ----     ----       ----     ----       ---
  Net loss.............................       $(37)       $(297)   $(799)   $(1,061)   $(261)   $ (517)
                                         =========        ========== ========== ============ ==========
SELECTED PER SHARE DATA:
  Net loss per share(1)................                                     $ (0.20)            $(0.09)
                                                                            =======             ======
  Weighted average shares
     outstanding.......................                                       5,401              5,563
AT DECEMBER 31,
                                                 ---------------------------------     AT MARCH 31,
                                                 1992     1993     1994      1995          1996
                                                 ----     ----     ----     ------     ------------
SELECTED BALANCE SHEET DATA:
  Working capital (deficit)....................  $ 55     $474     $(58)    $1,628        $2,758
  Total assets.................................   112      795      265      2,041         3,525
  Redeemable preferred stock...................    --       --       --         --         1,879
  Stockholders' equity.........................   108      744      151      1,867         1,377
- ---------------
(1) Earnings per share are presented for 1995 and the three months ended March
    31, 1996 on a pro forma basis to reflect the automatic conversion of 558,399
    shares of Series A Preferred Stock as if it occurred on January 1, 1995.
    Earnings per share are not presented for prior periods since the Company
    does not believe historical earnings per share are meaningful as a result of
    changes in the Company's capital structure following the completion of this
    offering. See "Financial Statements."
 
                                       16
19
 
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
     The following discussion and analysis should be read in conjunction with
the Financial Statements and Notes thereto appearing elsewhere in this
Prospectus. Except for the historical information contained herein, the
following discussion contains forward-looking statements that involve risks and
uncertainties. The Company's actual results could differ materially from those
projected in the forward-looking statements discussed herein. Factors that could
cause or contribute to such differences include, but are not limited to, those
discussed in this section, as well as in the sections entitled "Risk Factors"
and "Business."
 
  Three Months Ended March 31, 1996 Compared to Three Months Ended March 31,
1995
 
     Total expenses were approximately $552,000 for the quarter ended March 31,
1996, compared with total expenses of $261,000 for the same period in the prior
year, an increase of $291,000, or 111.5%. This increase was primarily the result
of higher payroll and benefits expenses of $160,000 and higher research and
testing expenses of $153,000.
 
     The increase in the payroll and benefits expenses of 444.4%, from $36,000
to $196,000, primarily resulted from increased annual compensation for the
Company's Chief Executive Officer and its Vice-President of Product
Development/Operations, and the hiring of a new President.
 
     The increase in research and testing expenses of 355.8%, from $43,000 to
$196,000, resulted from the expansion of the Company's research and development
program at its laboratory facility and the initiation of clinical testing at
various independent oral care research facilities in the United States. During
the quarter ended March 31, 1996, four in vitro studies, comparing approximately
50 potential formulations, were performed at Indiana University to aid the
Company in its efforts to define and optimize the levels of ingredients for its
toothpaste. Also during this period in 1996, an animal study was performed at
the University of Connecticut that demonstrated the ability of the Enamelon
Technologies to enhance remineralization.
 
     These increases were offset in part by a $22,000 decrease in administrative
expenses.
 
     The Company anticipates that total expenses will increase over the next few
years as the Company increases its product development, manufacturing and
marketing activities. Such increased business activities will require additional
personnel and payments to third parties.
 
  Year Ended December 31, 1995 Compared to Year Ended December 31, 1994
 
     Total expenses were approximately $1,081,000 for 1995, compared with total
expenses of $536,000 in 1994, an increase of $545,000, or 101.7%. The increase
was primarily attributable to a $234,000 increase in payroll and benefits
expenses as well as a $128,000 increase in research and testing expenses and a
$183,000 increase in administrative expenses.
 
     The increase in payroll and benefits expenses of 174.6%, from $134,000 to
$368,000, was attributable to increased compensation for the Company's Chief
Executive Officer, Vice-President of Product Development/Operations and
Vice-President of Technology and Clinical Research.
 
     The increase in research and testing expenses of 87.1%, from $147,000 to
$275,000, was the result of the expansion of the Company's research and
development program at its laboratory facility, additional laboratory supplies,
expansion of the in vitro studies and the initiation of in vivo studies at the
University of Connecticut.
 
     During 1995, ten in vitro studies, comparing approximately 120 potential
formulations, were performed at Indiana University. Based on the data and the
results of in-house laboratory studies, the Company successfully transitioned
the science from a concept to a practical technology, which can be incorporated
into toothpaste. Results from animal studies at the University of Connecticut
provided the Company with the initial indication that the technology
successfully enhanced remineralization.
 
     The increase in administrative and other expenses of 71.8%, from $255,000
to $438,000, was primarily attributable to increased legal and accounting fees
incurred in connection with the Company's efforts to secure additional
investment capital and the preparation of interim financial statements.
 
                                       17
20
 
     The net loss in 1994 was increased by approximately $270,000 as a result of
the Company expensing deferred offering costs related to a proposed private
placement transaction that was not consummated. See "Financial Statements."
 
  Year Ended December 31, 1994 Compared to Year Ended December 31, 1993
 
     Total expenses were approximately $536,000 for 1994 compared with total
expenses of $310,000 in 1993, an increase of $226,000, or 72.9%. The increase
was attributable to a $35,000 increase in payroll expenses, a $55,000 increase
in research and testing expenses and $135,000 increase administrative expenses.
 
     The increase in payroll and benefits expenses of 35.4%, from $99,000 to
$134,000, was primarily attributable to additional office and clerical salaries.
 
     The increase in research and testing expenses of 59.8%, from $92,000 to
$147,000, corresponds with the expansion of the Company's research and
development program at its laboratory facility and research performed pursuant
to a consultant agreement.
 
     The increase in administrative and other expenses of 112.5%, from $120,000
to $255,000, is primarily attributable to the consulting fees paid to the
Company's current Chief Operating Officer commencing July 1994 though December
1995, legal fees and rent expense related to the Company's laboratory facility
pursuant to a lease commencing January 1, 1994.
 
     The net loss in 1994 was increased by approximately $270,000 as a result of
the Company expensing deferred offering costs related to a proposed private
placement transaction that was not consummated. See "Financial Statements."
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Since its inception in June 1992, the Company has financed its operations
primarily through private placements of Series A Preferred Stock and Common
Stock totaling approximately $5.6 million, net of expenses. At March 31, 1996,
the Company had cash and cash equivalents of approximately $3.0 million and
working capital of $2.8 million. The Company has no outstanding debt (other than
accounts payable and accrued expenses) or available lines of credit as of March
31, 1996.
 
     Since its inception and through March 31, 1996, the Company has incurred
losses aggregating approximately $2.7 million and had available net operating
loss carryforwards as of December 31, 1995 of approximately $2.2 million. The
net operating loss carryforwards will expire if not used by the period from 2007
through 2010 and may be limited by United States federal tax law as a result of
future changes in ownership.
 
     Through March 31, 1996, the Company has invested $150,000 in the purchase
of equipment and approximately $179,000 in costs associated with obtaining
patents, trademarks and license rights. The Company intends to use approximately
$4.0 million of the net proceeds of this offering to purchase additional
manufacturing equipment for the production of the Company's patent pending,
split system toothpaste tube and for high-speed tube filling equipment.
 
     The Company's cash requirements may vary materially from those now planned
depending on numerous factors, including the status of the Company's marketing
efforts, the Company's business development activities, the results of clinical
trials, the regulatory process and competition. The Company currently estimates
that the net proceeds of this offering, together with its projected cash flow
from operations, if any, will be sufficient to finance its working capital and
other requirements for a period of approximately 18 months from the date of this
Prospectus. See "Use of Proceeds."
 
     Recently issued accounting standards may affect the Company's Financial
Statements in the future. See "Financial Statements."
 
                                       18
21
 
                                    BUSINESS
 
OVERVIEW
 
     The Company is focused on developing and marketing over-the-counter oral
care products based on patented and patent pending technologies. The Company's
dental care products are intended to stop cavities before they begin and have
been proven scientifically to strengthen tooth enamel. The products are based on
the active ingredient sodium fluoride in a formulation that enhances tooth
"remineralization," whereby minerals, such as calcium and phosphate, are
reintroduced into tooth enamel. With toothpaste product development activities
nearing completion, the Company plans to introduce an all-family toothpaste into
test markets, consisting of approximately 5% of United States households, in the
early part of 1997. The Company currently expects to begin a national roll-out
of its toothpaste product in the first half of 1998.
 
     The significant events in the Company's progress to date include the
following:
 
        - In 1992, the Company was organized and received from the ADAHF
          exclusive worldwide remineralization licenses covering toothpaste,
          chewing gum, food and confectionery products, and a non-exclusive
          international license covering products not covered by the exclusive
          licenses (including oral spray, mouth rinse and professional gel
          products). The Company's non-exclusive international license is
          co-extensive with a non-exclusive international license granted to
          SmithKline Beecham Corp.
 
        - The Company conducted successful in vitro testing of toothpaste
          utilizing the Enamelon Technologies at the Oral Health Research
          Institute of Indiana University.
 
        - The Company conducted animal studies of toothpaste utilizing the
          Enamelon Technologies at the School of Dentistry of the University of
          Connecticut.
 
        - The Company has commenced small scale human clinical studies of its
          toothpaste to establish marketing and advertising claims.
 
        - The Company is finalizing the formulation of its toothpaste product
          and is focusing on the commercialization and marketing of that
          product.
 
MARKET OVERVIEW
 
     The worldwide toothpaste market is estimated to exceed $5 billion in annual
retail sales. Annual toothpaste sales in the United States are expected to be
$1.7 billion in 1996 and are projected to reach $2 billion by the turn of the
century. Over the last five years, the toothpaste market has become segmented as
new, premium-priced products offering benefits such as tartar control or
whitening or containing ingredients such as baking soda have steadily attracted
consumers away from older, more mature products. For example, a brand of
toothpaste introduced in 1992, with baking soda, peroxide, and fluoride, has
quickly become the number three brand with estimated annual retail sales of $175
million in 1996 and a United States market share estimated to exceed 10%.
 
TECHNOLOGY
 
     On a daily basis, teeth lose small amounts of calcium and phosphate, the
major structural ingredients of tooth enamel. This "demineralization" process is
caused by plaque acids produced from the bacterial breakdown of sugars from food
residues in the mouth. These acids dissolve the tooth enamel, producing lesions
(porous areas and soft spots in the tooth). As this process continues, the
mineral structure gradually is destroyed, eventually forming a dental cavity
which requires a dentist to remove the decay and fill the cavity.
 
     In the 1950's, scientists at Indiana University discovered that the
inclusion of fluoride in toothpaste reduces the incidence of tooth decay. When
teeth are brushed with a fluoride-containing toothpaste, the fluoride diffuses
into the tooth along with minerals existing in saliva, including calcium and
phosphate. The process is limited by the low levels of calcium and phosphate
ions found in saliva as well as by the small amounts of fluoride absorbed into
the tooth as a result of brushing with currently available fluoride toothpastes.
This slow remineralization process can be overcome by demineralization cycles
resulting in the gradual destruction of the mineral structure of teeth.
 
                                       19
22
 
     The Enamelon fluoride toothpaste simultaneously supplies the active
ingredient, sodium fluoride, and high concentrations of ions of the inactive
ingredients calcium and phosphate in soluble form while brushing. Under these
conditions, remineralization was shown in the Company's in vitro studies to be
enhanced with a higher level of fluoride uptake, and the tooth structure was
shown to be strengthened and hardened. This makes the tooth less soluble and
more resistant to attacks by acids from decay-causing bacteria. Additionally,
animal studies conducted by the Company have shown that enhanced
remineralization significantly reduced the incidence of lesions.
 
STRATEGY
 
     The Company's objective is to develop a variety of oral care, chewing gum,
food and confectionery products based on the Enamelon Technologies. The Company
has developed a strategic plan to accomplish this goal. The Company's primary
strategies are to:
 
        - Focus Initially on Toothpaste.  The Company is focusing on completing
          the development of its toothpaste products and packaging, along with
          the necessary manufacturing processes required to achieve desired
          production speeds while controlling manufacturing costs. The Company
          will seek to establish distinctive brand identity emphasizing the
          enhanced remineralization benefits of its products, which will be
          communicated to both consumers and dental professionals.
 
        - Conduct Further Testing.  The Company believes that a heightened
          understanding of the chemistry required for effective remineralization
          of tooth enamel will lead to stronger protection from competition.
          Further clinical testing is being conducted to establish efficacy and
          marketing claims.
 
        - Collaborate with Corporate Partners in Certain Product Areas and
          International Markets.  The Company intends to seek domestic and
          international strategic alliances with consumer product companies that
          will assist in the marketing and manufacturing of oral care products
          outside of the United States.
 
        - Capitalize on Additional Commercial Applications.  The Company
          believes that products such as gum, lozenges and mints may provide
          benefits similar to those of its toothpaste and represent large
          potential markets for the application of the Enamelon Technologies.
 
PRODUCTS
 
     The Company plans to introduce toothpaste as its initial product line. The
Company also is exploring application of the Enamelon Technologies to oral
spray, mouth rinse, professional gel, chewing gum and food and confectionery
products, which it intends to develop after the successful commercialization of
its toothpaste. See "Risk Factors -- Dependence on Successful Development of
Initial Products," "-- Uncertainties Related to Development of Additional
Products" and "Business -- ADAHF Patents and Licenses."
 
  Toothpastes
 
     The Company's introductory product will be an all-family toothpaste
intended to enhance remineralization of tooth enamel and help stop cavities
before they begin by providing a source of fluoride in a formulation of soluble
calcium and phosphate. Full scale product development activities for Enamelon
toothpaste are nearing completion. The Company plans to introduce the all-family
toothpaste into test markets consisting of approximately 5% of United States
households in the early part of 1997. Upon the successful completion of test
marketing, the Company intends to begin a national roll-out of this product in
the first half of 1998.
 
     The Company is planning to follow-up this introduction with a toothpaste
for sensitive teeth containing as active ingredients sodium fluoride and
potassium nitrate, the FDA-approved desensitizing agent. This toothpaste will
enhance remineralization of exposed dentin caused by receding gums and provide
cavity protection and pain relieving properties. Other entries such as tartar
control and gum care toothpastes also are anticipated as future product line
extensions. See "Risk Factors -- Uncertainties Related to Development of
Additional Products."
 
                                       20
23
 
     In order to dispense its toothpaste products, the Company also has
developed a patent pending, split system toothpaste tube that simultaneously
dispenses two formulations. The split system tube has dual chambers, maintaining
separation between two-component formulations until they are dispensed onto a
toothbrush. Unlike presently used split system toothpaste dispensing systems,
which employ expensive pumps, the Company's tube was designed to be filled with
conventional high-speed tube filling equipment, thus making the cost lower than
other dual chamber toothpaste dispensing systems. See "Business --
Manufacturing."
 
  Additional Potential Products
 
     Chewing Gum.  Chewing gum stimulates saliva which helps neutralize some of
the acids remaining in the mouth after eating. The Company believes that
providing greater levels of calcium and phosphate in chewing gum can have the
two-fold benefit of reducing demineralization through the increased stimulation
of saliva while increasing remineralization through the utilization of the
Enamelon Technologies. Accordingly, the Company believes that its proposed
chewing gum will be a beneficial supplement to brushing. Currently, the Company
does not have plans to develop and market independently a chewing gum.
Therefore, it may seek to sublicense or enter into joint ventures or strategic
partnerships with major chewing gum manufacturers or other entities that have
appropriate sales and marketing expertise to develop and market these products.
 
     Oral Spray, Mouth Rinse and Professional Gels.  The Company is pursuing the
development of other oral care products including oral sprays, mouthwash and
professional dental gels to be marketed outside of the United States.
 
     Food and Confectionery.  The Company believes that the addition of the
Enamelon Technologies to food and confectionery products, such as lozenges or
mints, can provide therapeutic effects similar to the Company's other proposed
products. The Company has not yet begun to evaluate the possible uses of the
Enamelon Technologies in these areas and intends to explore such applications
following the commercialization of its toothpastes.
 
     To date, the Company has concentrated development efforts on its proposed
toothpaste products. Expansion of the Company's product development activities
with respect to other potential applications of the Enamelon Technologies will
require significant efforts. See "Risk Factors -- Uncertainties Related to
Development of Additional Products."
 
RESEARCH AND DEVELOPMENT
 
     The Company's research programs commenced with in vitro testing conducted
at the Oral Health Research Institute of Indiana University and moved into
animal studies conducted at the University of Connecticut School of Dentistry.
Dr. Jason Michael Tanzer, a member of the Company's Scientific Advisory Board,
was the head of the division that conducted the Company's animal studies. The
research programs have now progressed to small scale human clinical studies
conducted at various leading independent oral care research facilities in the
United States. The overall objective of this research is to demonstrate the
efficacy of the Company's toothpaste formulations and to substantiate marketing
claims.
 
     The in vitro testing measured enamel hardness, fluoride uptake and, through
x-ray microradiography, changes in human and bovine enamel before and after
using the Enamelon Technologies. In addition to demonstrating enhancement of
remineralization, these studies were utilized to assist the Company in
optimizing the efficacy of product formulations. The Company successfully
conducted animal studies that demonstrated the enhancement of remineralization
by the Enamelon Technologies to a significantly greater degree than the
prevailing industry standard. In addition, the Company currently is conducting a
series of small scale human clinical studies, which are intended to show benefit
in humans and begin to establish marketing claims. See "Risk
Factors -- Dependence Upon Successful Development of Initial Product."
 
     The current focus of the Company's toothpaste development program is on
optimizing the dispensing characteristics and product aesthetics of an
all-family toothpaste, which include flavor, texture and overall mouth feel.
This will be followed by routine confirmatory stability and safety testing. The
formulations of the
 
                                       21
24
 
Company's proposed products constantly change as dictated by consumer testing
and research and development. See "Risk Factors -- Evolving Product
Formulations."
 
     Since January 1994, the Company has centralized its internal research and
development activities at its research laboratory. The laboratory is responsible
for all technology, formulation, flavor, packaging and process development,
efficacy and stability testing, and quality control.
 
     To date, the Company has expended approximately $710,000 on its research
and development activities, including $92,000 for the year ended December 31,
1993, $147,000 for the year ended December 31, 1994, $275,000 for the year ended
December 31, 1995 and $196,000 for the three months ended March 31, 1996. The
Company expects the level of its research and development expense to increase in
the future. The Company has allocated approximately $4.0 million of the net
proceeds for research and development activities. See "Use of Proceeds."
 
MANUFACTURING
 
     The Company does not intend to manufacture its toothpaste products for the
United States market at the outset, but will instead utilize contract
manufacturers. For the balance of the worldwide toothpaste markets, as well as
for the Company's other proposed products, the Company may seek to sublicense or
enter into joint ventures or strategic partnerships with major consumer product
companies or other third parties on either an exclusive or non-exclusive basis.
Manufacturing arrangements in these markets are likely to be reflected in any
agreements establishing such relationships and may place primary manufacturing
responsibilities on others.
 
     The Company possesses laboratory size batching and tube filling
capabilities, enabling it to produce small quantities of its proposed products
at Enamelon's laboratory facility. In connection with the commencement of a
pilot manufacturing program, the Company has established a working relationship
with an FDA-approved manufacturing facility capable of providing proper
batching, high speed filling and packaging, and quality production and inventory
controls according to the Company's specifications. The Company intends to use a
portion of the net proceeds of this offering to purchase manufacturing equipment
for the production of its patent pending, split system toothpaste tube and for
high speed tube filling. Such equipment will be owned by the Company for use by
the contract manufacturer. The Company believes that this will provide greater
long-term flexibility, permitting it to change manufacturers or even to commence
its own manufacturing operations. As demand for the Company's products
increases, it will be necessary to utilize other contract manufacturers. See
"Business -- Government Regulation," "Use of Proceeds," and "Risk
Factors -- Dependence on Others to Manufacture" and "-- Compliance with Other
Government Regulation."
 
MARKETING
 
     The Company will focus its initial marketing activities on entering the
toothpaste market. The toothpaste market is highly competitive and constantly
changing as consumers continue to be receptive to product improvements, taste
enhancements and innovative packaging changes. The Company believes that cavity
prevention remains one of the most important product attributes to attract
consumers, and it intends to emphasize these qualities of its proposed
toothpaste product.
 
     The Company anticipates that its evaluation and screening of consumer
acceptance of the final formula and packaging design for its all-family
toothpaste will be complete by the end of 1996. The Company currently estimates
that an additional three months will be needed to scale-up for manufacturing.
Introduction of a toothpaste product into several representative test markets,
consisting of approximately 5% of United States households, is expected to
commence in the early part of 1997. This test market introduction will allow the
Company to assess carefully all elements of the marketing mix and make desired
changes prior to launching its toothpaste nationally. Upon successful completion
of test marketing, the Company intends to initiate introduction of its
all-family toothpaste nationally in the first half of 1998. See "Risk
Factors -- Dependence on Successful Development of Initial Product" and
"-- Dependence on Consumer Acceptance of Enamelon Products."
 
     The Company recognizes that the highly competitive nature of the toothpaste
market will require significant expenditures during the introductory phase of
marketing. However, the Company believes, based
 
                                       22
25
 
on management's experience in the over-the-counter consumer products industry,
that the efficacy claims of its proposed toothpastes may permit development of
unique product advertising, thus enabling it to gain market share. Achieving and
maintaining market penetration will require significant efforts by the Company
to create awareness of and demand for the Company's proposed products.
 
     The Company's ability to build its customer base will be dependent on its
developing a successful marketing program. To the extent the Company
sublicenses, joint ventures or develops a strategic partnership with a
well-established company in international markets, its domestic marketing
capabilities may thereby be complemented and enhanced. See "Risk
Factors -- Limited Marketing Capability."
 
  Professional Marketing
 
     The Company presently anticipates establishing relationships with dental
professionals to create awareness and endorsements for its technology and
products. The Company's professional marketing activities are expected to
include placing advertisements and technical articles in professional journals
as well as attending professional conventions and distributing samples.
 
  Consumer and Trade Marketing
 
     The Company plans to build retail distribution and obtain retail shelf
space in food, drug and mass merchandisers through recruiting and supervising
experienced food and drug brokers who have strong regional ties with major
retailers. These efforts will be supported by competitive trade allowances,
television advertising and introductory trial promotions including sampling and
couponing.
 
  Foreign Marketing
 
     The Company will initially focus its marketing activities in the United
States. Accordingly, the Company has only preliminarily formulated plans for its
foreign marketing activities. However, the Company's role in marketing its
products in foreign countries will depend on the type of strategic relationships
it can develop with third-parties.
 
COMPETITION
 
     The United States toothpaste industry is dominated by Procter & Gamble
Co.'s Crest, Colgate-Palmolive Company's Colgate, SmithKline Beecham Corp.'s
Aquafresh, Chesebrough-Pond's USA Co.'s Mentadent, Church & Dwight Co., Inc.'s
Arm & Hammer Dental Care, and Block Drug Co., Inc.'s Sensodyne. The industry is
led by Procter & Gamble Co. and its leading brand, Crest, which established its
position as a market leader when it received the seal of the American Dental
Association's Council on Dental Therapeutics for its use of fluoride in the
early 1960's.
 
     Although the toothpaste market is mature, in recent years new products have
captured market share from established brands. Market share gains have been
achieved by higher priced, more therapeutically oriented new products with
unique marketing positions. Consequently, the Company believes that its proposed
toothpaste will capture consumer and professional interest because of its
ability to enhance remineralization of tooth enamel. See "Risk
Factors -- Dependence on Successful Development of Initial Products" and
"-- Competition."
 
     If the Company attempts to develop a chewing gum using the Enamelon
Technologies, then it will be entering a highly competitive industry. The $2.5
billion per year chewing gum market in the United States is dominated by major
competitors including Wm. Wrigley Jr. Co., Warner-Lambert Company and RJR
Nabisco, Inc. The Company also intends to compete in the food and confectionery
industries. To the extent that the Company will sublicense or enter into joint
ventures or strategic partnerships with major consumer
 
                                       23
26
 
products companies, of which no assurance can be given, it may be aligning
itself with one or more of its major competitors instead of competing with them.
 
     Addtionally, the Company is pursuing the development of its rights to
manufacture and market oral sprays, mouth rinses and professional gels outside
of the United States, in addition to its proposed toothpaste, chewing gum, food
and confectionery products. The Company's competition in markets outside the
United States will vary by product and from country to country. However, in
general, such markets tend to be highly competitive and dominated by large
multinational and domestic corporations.
 
ADAHF PATENTS AND LICENSES
 
     The ADAHF Patent Rights licensed to the Company relate to four issued
patents and one United States pending patent application. Two of the issued
patents cover the following Amorphous Calcium Carbonate ("ACC") products:
Amorphous Calcium Phosphate ("ACP"); Amorphous Calcium Carbonate Phosphate
("ACCP"); and Amorphous Calcium Phosphate Fluoride ("ACPF"). The two other
patents and the United States pending patent application cover advanced
technology, including Amorphous Calcium Phosphate Carbonate Fluoride ("ACPCF")
and other technology not patented in the first two United States patents.
Foreign patent applications are pending with respect to one of the United States
pending applications in approximately 28 countries. The ADAHF patents may claim
the effectiveness of ingredients that do not fall under the Monograph. The
Company's products currently under development do not rely on those ingredients
as active ingredients, but rely only on sodium fluoride as the sole active
ingredient. See "Risk Factors -- Compliance with the Monograph" and
" -- Compliance with Other Government Regulation."
 
     In June 1992, the Company entered into a License Agreement (the "License
Agreement") with the ADAHF. This License Agreement, as restated and amended,
grants the Company the exclusive United States license to manufacture and sell
toothpastes, chewing gum, food and confectionery products utilizing the ADAHF
Patented Technology. The License Agreement extends until three years after the
Company determines and thereafter notifies the ADAHF that the following two
conditions have been met: (i) the material claimed in the ADAHF patents and
patent application has been stabilized in the form to be used in toothpastes,
chewing gums, confections and foods to enable it to be stored and marketed in a
manner similar to other such products and (ii) a licensed product has received
the first FDA approval necessary, if any, for marketing to professionals or the
general public. The exclusive license under the License Agreement may be
extended by the Company in additional four-year increments as to each of the
product categories or as to all such product categories, provided that the
Company has complied with its royalty and other obligations under the License
Agreement and has, as to each relevant product category or categories, sold
products generating more than $17,000 in royalties in the last year of the
preceding exclusivity period. Unless the License Agreement is otherwise
terminated as provided therein, it will extend for the term of the last to
expire of any patent licensed under the License Agreement in the United States.
If the period of exclusivity under the License Agreement is not renewed, then
the license becomes non-exclusive for the remaining term of the agreement.
 
     The License Agreement may not be assigned, transferred or sublicensed by
the Company without the prior written consent of the ADAHF, which consent may
not be unreasonably withheld. However, the License Agreement may be assigned to
another company in which the Company owns more than 50% of the voting stock
without the prior written consent of the ADAHF.
 
     The License Agreement provides that improvements that are used with or that
require use of toothpastes, chewing gums, foods or confections that embody
material claimed in the ADAHF Patent Rights, as well as any improvements and
inventions that are made jointly by the Company and the ADAHF that do not relate
to remineralization or commercialization of such products or of the subject
matter of the ADAHF Patent Rights, will be owned by the ADAHF and licensed to
the Company. The Company has the right to veto the granting of licenses relating
to such improvements and inventions that are developed in part by the Company.
 
     In November 1992, the Company entered into a Foreign License Agreement (the
"Foreign License Agreement"), which was subsequently restated and amended with
the ADAHF and grants the Company an exclusive license to manufacture and sell
toothpastes, chewing gum, food and confections using the inventions
 
                                       24
27
 
that are the subject matter of foreign patent applications filed by the ADAHF in
approximately 28 countries. In addition, the Foreign License Agreement grants
the Company the non-exclusive right to manufacture and sell other products in
such countries using inventions that are the subject of such foreign patent
applications, including oral sprays, mouth rinses and professional gels. The
Foreign License Agreement expires upon the earlier of the termination of the
License Agreement, except as to those countries for which the royalty paid per
country in the preceding year exceeded $7,000, or the expiration of the last to
expire of any foreign patent licensed under the Foreign License Agreement or the
abandonment or lapse of all foreign patents and applications.
 
     The Company was notified in July 1995 that the ADAHF entered into a license
agreement with SmithKline Beecham Corp. for exclusive rights in the United
States for the fields of use other than toothpastes, chewing gum, food and
confections (including oral sprays, mouth rinses and professional gels)
utilizing the ADAHF Patented Technology. The Company's non-exclusive rights for
these additional applications outside of the United States are co-extensive with
the non-exclusive rights granted to SmithKline Beecham Corp. for these products
outside of the United States.
 
     The License Agreement and Foreign License Agreement are both subject to (i)
licenses granted to the United States, which are not transferable by the
government and (ii) rights retained by the ADAHF to make and use its inventions
for research and testing, but not to sell or use them commercially in fields
licensed exclusively to the Company.
 
     Under the Foreign License Agreement, as restated, the Company was also
granted an option and right of first refusal during the term of the Foreign
License Agreement, for a limited license under future patents and patent
applications for inventions and material covered by and claimed in the ADAHF's
foreign patent rights, for all territories not included within the United States
or licensed territories under the licenses, with respect to toothpastes, chewing
gum, food and confectionery products. Before granting such a license for a
territory to third-parties, the ADAHF must first notify the Company, which will
then have the right to obtain a license for that territory on terms consistent
with the Foreign License Agreement. To the extent the ADAHF has not granted a
license to a third-party notwithstanding the Company's failure to exercise its
right of first refusal, the Company has the additional option to receive a
license in any of such territories on terms consistent with the Foreign License
Agreement.
 
     Under the License Agreement, the Company is required to make royalty
payments of 4% of net sales, subject to minimum royalty payments of $3,000 in
1992, $5,000 in 1993 and $7,000 in each subsequent year. Under the Foreign
License Agreement, the Company is required to pay 7% of net sales (4% if such
sales are made by an entity that joint ventures with the Company) and bear the
costs of prosecution of foreign patent applications. If the Company sublicenses
a foreign patent, it is required to pay to the ADAHF 25% of the gross income
resulting from such sublicense actually received by the Company.
 
     The ADAHF has made no representation or warranty, express or implied, with
respect to the efficacy or possible commercial exploitation of the Company's
proposed products.
 
GOVERNMENT REGULATION
 
     Under the federal Food, Drug, and Cosmetic Act, as amended, and the
implementing regulations promulgated by the FDA, a non-prescription
(over-the-counter) drug may be marketed in one of two ways. The FDA has
established a program to promulgate "monographs" determining the conditions
under which most non-prescription drugs may be marketed without the requirement
of an NDA. The monographs establish those active ingredients that are safe and
effective at specified levels and all aspects of the labeling that are permitted
for these products. The monographs establish all of the conditions for marketing
a non-prescription drug without the need for an NDA. Any non-prescription drug
that does not comply with the final monograph may lawfully be marketed only if
it has an approved NDA. Because it is time consuming and costly to obtain FDA
approval of an NDA, most non-prescription drugs (except those that have recently
been switched from prescription to non-prescription status) are marketed
pursuant to an FDA over-the-counter drug monograph.
 
                                       25
28
 
     The FDA has published the Monograph for over-the-counter anticaries drug
products, the category of over-the-counter drug products covering the Company's
proposed oral care products. The Monograph establishes conditions under which
non-prescription drug products that aid in the prevention of dental caries or
cavities are generally recognized as being safe and effective and not
misbranded. The Company intends to rely on the advice of FDA counsel to satisfy
formulation and labeling requirements of the Monograph as they apply to the
Company's products. See "Risk Factors -- Compliance with the Monograph."
 
     Although the Company intends to make only such packaging claims as are
permitted by the Monograph in order to avoid the substantial expense and time
required to receive FDA approval under an NDA, it may seek to file an NDA with
the FDA in order to make further claims not covered by the Monograph. If the
Company decides to or is required to make such additional claims, it may seek
strategic partners to assist in the financing of the NDA process. Further, the
Company may not have sufficient financing or other resources available to
complete the NDA process and assuming such financing and resources are
available, there is no assurance that the FDA will approve the NDA.
 
     Each domestic drug product manufacturing facility must be registered with
the FDA. Each manufacturer must inform the FDA of every drug product it has in
commercial distribution and keep such list updated. Domestic manufacturing
facilities are also subject to at least biannual inspection by the FDA for
compliance with Good Manufacturing Practice regulations promulgated by the FDA.
Compliance with Good Manufacturing Practice regulations is required at all times
during the manufacture and processing of drug products. Accordingly, to the
extent that the Company utilizes contract manufacturers, such manufacturers must
be in compliance with all FDA requirements.
 
     The Company is also subject to regulation under various federal and state
laws regarding, among other things, occupational safety, environmental
protection, hazardous substance control and product advertising and promotion.
In connection with its research and development activities, the Company is
subject to federal, state and local laws, rules, regulations and policies
governing the use, generation, storage, discharge, handling and disposal of
certain materials and wastes. The Company believes that it has complied with
these laws and regulations in all material respects and it has not been required
to take any action to correct any material noncompliance. The Company does not
currently anticipate that any material capital expenditures will be required in
order to comply with federal, state and local environmental laws or that
compliance with such laws will have a material effect on the financial condition
or competitive position of the Company. The Company may also be subject to
foreign government regulations regarding over-the-counter drug products.
Accordingly, the Company intends to submit applications to foreign regulatory
agencies, if necessary, to make therapeutic health claims for its products to be
marketed abroad. See "Risk Factors -- Compliance with Other Government
Regulation."
 
TRADEMARKS AND PROPRIETARY INFORMATION
 
  Trademarks
 
     The Company intends to protect the names of certain of its products and
formulations by registration of its trademarks, where appropriate, both in the
United States and in foreign countries.
 
     The Company has filed applications in the United States Patent and
Trademark Office to register the word mark ENAMELON, on the Principal Register,
for toothpaste, chewing gum, certain confection products, and various oral care
products, such as medicated mouth washes and professional dental gels. The
applications covering toothpaste, chewing gum and confection have been allowed,
subject to use of the mark. The application for the oral care products has been
allowed, subject to publication for opposition and use of the mark. The Company
has also applied to register the ENAMELON mark for toothpaste, chewing gum and
certain confection products in eight foreign countries. It is possible that
prior registrations and/or uses of the mark (or a confusingly similar mark) may
exist in one or more countries, in which case the Company might thereby be
precluded from registering and/or using the ENAMELON mark in such countries.
Accordingly, other trademarks are being considered by the Company.
 
                                       26
29
 
     The Company has also applied to register its stylized "E" logo in the
United States and Canada, for toothpaste, chewing gum, certain confection
products, and various oral care products. The United States application for the
first three types of goods has been approved, subject to use of the mark. The
United States application for oral care products, and the single Canada
application for all of such goods, have each been approved, subject to
publication for opposition and use of the mark.
 
     The Company has also filed applications, in the United States and Canada,
to register the word mark FLUOREMIN for toothpaste. Each of such applications
has been allowed, subject to use of the mark.
 
     In connection with its trademark protection and registration program, the
Company acquired from a third party its rights in and to the mark ENAMELINE, for
use in connection with chewing gum, including the United States registration for
such mark. The assignment was made on a quitclaim basis without any
representations or warranties as to the validity or subsistence of the rights
and registration so assigned, and the Company may or may not make use of the
mark ENAMELINE.
 
  Proprietary Information
 
     Much of the Company's technology is dependent upon the knowledge,
experience and skills of key scientific and technical personnel. To protect
rights to its proprietary know-how and technology, Company policy requires all
employees and consultants to execute confidentiality agreements that prohibit
the disclosure of confidential information to anyone outside the Company. These
agreements also require disclosure and assignment to the Company of discoveries
and inventions made by such persons while devoted to Company activities. There
can be no assurance that these agreements will not be breached, that the Company
will have adequate remedies for any such breach or that the Company's trade
secrets will not otherwise become known or be independently developed by
competitors. In addition, it is possible others may infringe the patent rights
of the Company. See "Risk Factors -- Protection of Proprietary Technology and
Information."
 
LIABILITY INSURANCE
 
     The Company's business involves exposure to potential product liability
risks that are inherent in manufacturing and marketing of pharmaceutical
products. Although the Company has not experienced any product liability claims
to date, any such claims could have a material adverse impact on the Company.
See "Risk Factors -- Product Liability." The Company currently has general
liability insurance with coverage limits of $1,000,000 per occurrence and
$2,000,000 on an annual aggregate basis and product liability insurance with
coverage limits of $1,000,000 per occurrence and $1,000,000 on an aggregate
basis. The Company intends to increase both its general liability insurance and
product liability insurance to coverage limits of $5,000,000 per occurrence and
$5,000,000 on an annual aggregate basis. While the Company's insurance polices
provide coverage on a claims made basis and are subject to annual renewal, there
can be no assurance that the Company will be able to maintain such insurance on
acceptable terms, that the Company will be able to secure increased coverage or
that any insurance will provide adequate protection against potential
liabilities.
 
PERSONNEL
 
     The Company presently has seven full-time employees, Dr. Steven R. Fox,
Chairman of the Board and Chief Executive Officer, D. Brooks Cole, President and
Chief Operating Officer, Norman Usen, Vice President of Operations and Vice
President of Product Development, Anthony E. Winston, Vice President of
Technology and Clinical Research, an administrative assistant and two laboratory
technicians. The laboratory is also staffed by two part-time technicians. The
Company currently is seeking to hire a chief financial officer, a full-time
product development specialist and an additional part-time technician.
 
PROPERTIES
 
     The Company currently subleases office facilities located at 15 Kimball
Avenue, Yonkers, New York from an affiliate. Commencing on January 1, 1996, the
Company obtained a one year lease of an additional 1,300 square feet of space at
its current address. See "Certain Transactions." The Company leases its
laboratory facilities in East Brunswick, New Jersey pursuant to a five year
lease expiring December 31, 1998. The leased premises are approximately 4,000
square feet.
 
                                       27
30
 
                                   MANAGEMENT
 
DIRECTORS AND EXECUTIVE OFFICERS
 
     The following table sets forth information regarding the Company's
directors and executive officers.
NAME                AGE                             POSITION
- --------------------------------  ---   -------------------------------------------------------------
Dr. Steven R. Fox...............  42    Chairman of the Board, Chief Executive Officer and Treasurer
D. Brooks Cole..................  56    President and Chief Operating Officer
Norman Usen.....................  55    Vice President-Operations, Vice President-Product Development
                                        and Secretary
Anthony E. Winston..............  51    Vice President-Technology and Clinical Research
Dr. S.N. Bhaskar................  72    Director
Dr. Bert D. Gaster..............  68    Director
Richard A. Gotterer.............  33    Director
Eric D. Horodas, Esq............  43    Director
The business experience, principal occupations and employment, as well as
the periods of service, of each of the directors and executive officers of the
Company during at least the last five years are set forth below.
 
     Steven R. Fox, D.D.S., F.I.C.D., F.A.C.D., is the founder of the Company,
and has been Chairman of the Board of Directors and Chief Executive Officer of
the Company since June 1992. From June 1992 through December 1995 and from June
1992 through June 1996, respectively, Dr. Fox was also the Company's President
and Treasurer. Dr. Fox is a member of the faculty of the Harvard School of
Dental Medicine. Since July 1978, Dr. Fox has been a practicing dentist and
currently practices dentistry on a part-time basis. Dr. Fox was an Assistant
Clinical Professor at New York University's College of Dentistry from 1979 to
1987. Dr. Fox has been active in various professional organizations, including
the International Dental Research Society, the American Dental Association and
the Ethics Committee of the Ninth District Dental Society.
 
     D. Brooks Cole has been the President and Chief Operating Officer of the
Company since January 1996. Commencing in September 1993, Mr. Cole was retained
by the Company as a consultant. Mr. Cole has over twenty-five years of
experience in the marketing of over-the-counter drugs, oral care products and
cosmetics. Mr. Cole was employed by the Mentholatum Company, Inc., an
over-the-counter drug company, in various positions from 1980 to 1993, most
recently as President of the United States Division, and a member of the
Executive Committee and the Board of Directors from 1983 to 1993. He was
employed at Avon Products, Inc., a cosmetics company, in various positions from
1971 to 1980, most recently as a Vice President from 1976 to 1980. Mr. Cole was
employed at Vick Chemical Company, a consumer drug company, and served in
several sales, promotion and product marketing positions from 1961 to 1971. Mr.
Cole was a Vice President of the Non Prescription Drug Manufacturers Association
and served on its Board of Directors and Executive Committee from 1990 to 1993.
 
     Norman Usen had been Vice President-Research and Development and Product
Development of the Company since July 1993. In May 1995, Mr. Usen became the
Company's Vice President-Product Development, Vice President-Operations and
Secretary. Mr. Usen is a consultant specializing in consumer product development
with thirty years' experience in product development, contract manufacturing and
consumer research. He had substantial responsibility for the development of Arm
& Hammer Toothpaste and Toothpowder for Church & Dwight Co., Inc. from 1982 to
1991. Since 1992, Mr. Usen, as President and sole stockholder of Nu-Products,
Inc. ("NP"), has been an independent consultant. From August 1993 through April
1995, NP was retained by the Company as a consultant on a part-time basis to
coordinate product development. See "Management -- Employment and Consulting
Agreements."
 
     Anthony E. Winston has been the Vice President-Technology and Clinical
Research since January 1995. Mr. Winston has over 25 years of technology
development and clinical research experience most recently as Technical Director
for Church & Dwight Co., Inc. where he was responsible for technology
development, clinical research, ADA and FDA interface, claim substantiation and
patent protection for Arm & Hammer's baking soda toothpastes, including their
latest introduction: Peroxy Care(R). Mr. Winston is the holder or
 
                                       28
31
 
co-holder of more than 60 United States patents, of which 14 are for toothpaste
products, with two additional oral care patents pending.
 
     S.N. Bhaskar, D.D.S., M.S., Ph.D., Major General U.S. Army (Ret.) has been
a director of the Company since August 1994 and the Chairman of the Scientific
Advisory Board since August 1992. Since 1981, Dr. Bhaskar has been in a private
dental practice in Monterey and Salinas, California. From January 1955 to
December 1980, Dr. Bhaskar was Major General, Dental Corps in the United States
Army, Assistant Surgeon General for Dental Services of the United States Army
and Chief of the United States Army Dental Corps. He is an Honorary Fellow of
the Academy of General Dentistry, a Diplomat to the American Board of Oral
Medicine and the American Board of Oral Pathology, and a member of the Dental
Research Advisory Committee to the United States Army. Dr. Bhaskar is a former
Vice Chairman of Atrix Laboratories, Inc. and a consultant to the Board of
Directors at Vipont, Inc., a publicly-traded company engaged in the development
and marketing of oral care products.
 
     Bert D. Gaster, D.D.S., M.S.D. has been a director of the Company since
November 1992 and is a tenured Associate Professor at New York University's
College of Dentistry. Dr. Gaster has held various faculty positions with New
York University's College of Dentistry since 1972, including that of Clinic
(Module) Director for nine years. Dr. Gaster is a member of the American College
of Prosthodontics, has served on the Budget Policy Development Committee and
currently is a Director of the New York University Dental Alumni Association.
Dr. Gaster is currently an attending Prosthodontist with four hospitals in the
New York metropolitan area.
 
     Richard A. Gotterer has been a director of the Company since November 1992
and has been a portfolio manager of fixed income securities at Schroder Wertheim
Investment Services, an investment banking firm since September 1993. Mr.
Gotterer was a private investor from June 1990 through August 1993. Mr. Gotterer
was the Vice President of Finance and Chief Financial Officer of Channel
American LPTV Holdings, Inc., an entertainment company, from February 1988 to
May 1990. He was a financial analyst with Oppenheimer & Co., Inc., an investment
banking firm, from October 1985 to October 1987.
 
     Eric D. Horodas, Esq. has been a director of the Company since November
1992. Mr. Horodas is President of Markev Realty Corporation, and is Vice
President and Secretary of Baco Realty Corporation, both of which are actively
engaged in originating, managing and servicing commercial real estate and
mortgage investments. He has also been acting as a consultant to various
insurance regulators and insurance industry members in connection with the
restructuring and rehabilitation of financially troubled insurance companies
since October 1993. Mr. Horodas was a founding partner and member of the
Management Committee of the law firm of Rubinstein & Perry, from February 1988
until October 1993.
 
     All directors hold office until the next annual meeting of stockholders or
until their successors are elected and qualify. Officers are elected annually
by, and serve at the discretion of, the Board of Directors.
 
SCIENTIFIC ADVISORY BOARD
 
     The Company has established a five-member Scientific Advisory Board (the
"SAB"). Each member is a distinguished chemist or dental researcher chosen for
his continuing commitment to chemistry and dental science. The SAB provides
expertise and advice to the Company in several areas including guidance for the
ethical and scientific conduct of the scientific testing of the Company's
proposed products. The SAB also works in cooperation with the Company and the
scientists at the American Dental Association's Paffenbarger Research Center at
the United States Government's National Institute of Standards and Technology,
where the ADAHF Patented Technology was developed.
 
     Consulting compensation at annual rates ranging from $5,000 to $15,000 are
paid to certain members of the SAB. In addition, the Company intends to grant,
from time to time, stock options to members of the SAB. See
"Management -- Employee Benefit Plans" for a description of options already
granted to certain SAB
 
                                       29
32
 
members. SAB members are elected annually by, and serve at the discretion of,
the Board of Directors. Currently, the members of the SAB are as follows:
 
     S.N. Bhaskar, D.D.S., Ph.D., Major General United States Army (Ret.) serves
as the Chairman of the SAB and is also a member of the Company's Board of
Directors. See "Management -- Directors and Executive Officers."
 
     Robert Bruce Merrifield, Ph.D. is the recipient of the 1984 Nobel Prize in
Chemistry as well as numerous other scientific honors, and has been the John D.
Rockefeller, Jr. Professor at The Rockefeller University since 1966. He has been
a member of the faculty at The Rockefeller Institute for Medical Research since
1963. Dr. Merrifield is an Associate Editor of The International Journal of
Peptide and Protein Research, on the Editorial Board of Analytical Biochemistry,
and a member of the American Chemical Society, American Society of Biological
Chemists, American Institute of Chemists and the National Academy of Sciences.
Dr. Merrifield has been the Nobel Guest Professor, Uppsala, Sweden.
 
     Ming S. Tung, Ph.D. is the inventor of the ADAHF Patented Technology
licensed to the Company, and has been the Project Leader on the chemistry of
calcium phosphates, prevention of dental caries, and coatings of the tooth
research projects at the American Dental Association Health Foundation
Paffenbarger Research Center, National Institute of Standards and Technology,
since 1974. Dr. Tung was associated with Brown University and the University of
Maryland conducting research on biopolymers, self-association proteins and
allosteric proteins from 1965 to 1974.
 
     Joseph L. Henry, D.D.S., M.S., Ph.D., F.A.C.D., F.R.S.H., F.I.C.D. has held
faculty positions at the Harvard School of Dental Medicine, including Interim
Dean for the Dental School and Associate Dean for Government and Community
Affairs, since 1975. In December 1994, Dr. Henry retired as Associate Dean at
the Harvard School of Dental Medicine, and Professor and Chairman of the
Department of Oral Diagnosis and Oral Radiology at the Harvard School of Dental
Medicine. Dr. Henry held various faculty positions at Howard University College
of Dentistry from 1953 to 1975, including Professor of Oral Medicine,
Superintendent and Director of Clinics, and served as Dean of the Dental College
for nine years.
 
     Jason Michael Tanzer, D.M.D., Ph.D., F.A.C.D. has been a Professor and head
of the Division of Oral Medicine, Department of Oral Diagnosis, at the
University of Connecticut School of Dental Medicine since 1977, and a Professor,
Department of Laboratory Medicine, University of Connecticut School of Medicine
since 1979. Dr. Tanzer was the recipient of the Basic Research in Oral Science
Award in April 1973 and the Dental Caries Research Award in March 1985, both
from the International Association for Dental Research. Dr. Tanzer has also been
appointed Chairman of the Distinguished Scientist Awards Committee for the
International Association for Dental Research to serve from 1993 through 1998.
 
COMMITTEES OF THE BOARD OF DIRECTORS
 
     The Audit Committee, established in July 1993, currently consists of Dr.
Bhaskar and Mr. Gotterer (Chairman). The functions of the Audit Committee are to
recommend annually to the Board of Directors the appointment of the independent
public accountants of the Company, review the scope of their annual audit and
other services they are asked to perform, review the report on the Company's
financial statements following the audit, review the accounting and financial
policies of the Company and review management's procedures and policies with
respect to the Company's internal accounting controls.
 
     The Compensation Committee, also established in July 1993, currently
consists of Dr. Gaster and Mr. Horodas (Chairman). The functions of the
Compensation Committee are to review and approve salaries, benefits and bonuses
for all executive officers of the Company, and to review and recommend to the
Board of Directors matters relating to employee compensation and employee
benefit plans. The Compensation Committee also administers the Plan. See
"Management -- Employee Benefit Plans."
 
                                       30
33
 
EXECUTIVE COMPENSATION
 
     The table below summarizes the compensation received by the Company's Chief
Executive Officer and Vice President -- Technology and Clinical Research ("named
executive officers") for services rendered during the fiscal years ended
December 31, 1995, 1994 and 1993. No other executive officer of the Company
received compensation in excess of $100,000 during such years.
 
                           SUMMARY COMPENSATION TABLE
LONG-TERM
                                                                                         COMPENSATION
                                                                                         ------------
                                                                 ANNUAL COMPENSATION      SECURITIES
                       NAME AND                                 ----------------------    UNDERLYING
                 PRINCIPAL POSITION(1)                   YEAR   SALARY ($)   BONUS ($)    OPTION (#)
- -------------------------------------------------------  ----   ----------   ---------   ------------
Steven R. Fox..........................................  1995    $  75,000    $10,000        450,000
  Chairman of the                                        1994       75,000         --             --
  Board, President,                                      1993       75,000         --             --
  Chief Executive Officer and Treasurer(2)
Anthony E. Winston.....................................  1995    $ 129,875         --        160,000
  Vice President --                                      1994           --         --             --
  Technology and                                         1993           --         --             --
  Clinical Research(3)
- ---------------
(1) See "Management -- Employment and Consulting Agreements" for a description
    of Dr. Fox's employment agreement with the Company as Chairman of the Board
    and Chief Executive Officer which commenced on January 1, 1994; Anthony E.
    Winston's employment agreement with the Company as the Company's Vice
    President-Technology and Clinical Research which commenced on January 1,
    1995; D. Brooks Cole's employment agreement with the Company whereby Mr.
    Cole became the Company's President and Chief Operating Officer as of
    January 1, 1996; and Norman Usen's employment agreement with the Company as
    the Company's Vice President -- Research and Development and Vice
    President -- Operations.
 
(2) Dr. Fox resigned as the Company's President effective on January 1, 1996.
 
(3) Mr. Winston became the Company's Vice President -- Technology and Clinical
    Research as of January 24, 1995.
 
     The following table sets forth the individual grants of stock options made
during the fiscal year ended December 31, 1995 to each of the named executive
officers.
 
                       OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
                            ------------------------------------------------------     POTENTIAL REALIZABLE
                                           PERCENT                                             VALUE
                            NUMBER OF      OF TOTAL                                  AT ASSUMED RATES OF STOCK
                            SECURITIES     OPTIONS                                      PRICE APPRECIATION
                            UNDERLYING     GRANTED         EXERCISE                     FOR OPTION TERM(1)
                             OPTIONS     TO EMPLOYEES      OR BASE      EXPIRATION   -------------------------
           NAME             GRANTED(#)  IN FISCAL YEAR   PRICE ($/SH)      DATE        5%($)          10%($)
- --------------------------  ---------   --------------   ------------   ----------   ----------     ----------
Steven R. Fox.............   450,000         48.0%          $ 3.00        5/31/00    $3,532,823     $4,485,903
Anthony E. Winston........   150,000         16.0             1.33        1/31/00     1,402,208      1,685,790
                              10,000          1.1             4.00        6/30/00        68,943         90,707
- ---------------
(1) The potential realizable value through the expiration date of the options
    has been determined on the basis of the anticipated initial public offering
    price, compounded annually over the remaining term of the respective option,
    net of exercise price. These values have been determined based upon assumed
    rates of appreciation and are not intended to forecast the possible future
    appreciation, if any, of the price or value of the Company's Common Stock.
 
                                       31
34
 
     The following table sets forth the number of exercisable or vested and
unexercisable or unvested options during the fiscal year ended December 31, 1995
held by each of the named executive officers and the year-end value of such
unexercised options.
 
                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR END OPTION VALUES
VALUE OF
                                                                NUMBER OF              UNEXERCISED
                                                               UNEXERCISED            IN-THE-MONEY
                                                                OPTIONS AT               OPTIONS
                                                            FISCAL YEAR-END(#)    AT FISCAL YEAR-END($)
                                                               EXERCISABLE/           EXERCISABLE/
                          NAME                                UNEXERCISABLE           UNEXERCISABLE
- ---------------------------------------------------------  --------------------   ---------------------
Steven R. Fox............................................        450,000/0            $ 2,700,000/0
Anthony E. Winston.......................................        160,000/0              1,200,500/0
COMPENSATION OF DIRECTORS.
 
     Members of the Board of Directors presently receive no additional
remuneration for acting in that capacity. The Company anticipates that upon
completion of this offering, each non-employee director will receive $500 for
attendance at each meeting plus reimbursement for expenses for each meeting
attended. See "Management -- Employee Benefit Plans" and "-- Employment and
Consulting Agreements" for a description of options granted to members of the
Board of Directors. It is anticipated that each member of the Audit Committee
and the Compensation Committee will receive $250 for each meeting attended
together with reimbursement of expenses.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
 
     Dr. Bert D. Gaster and Mr. Eric D. Horodas served as members of the
Company's compensation committee during the last completed fiscal year. There
are no compensation committee (or board of directors) interlock relationships
with respect to the Company.
 
EMPLOYMENT AND CONSULTING AGREEMENTS
 
     The Company has entered into an employment agreement with Dr. Steven R.
Fox, pursuant to which Dr. Fox is employed as Chairman of the Board of Directors
and Chief Executive Officer for a term of five years commencing on January 1,
1994. The agreement, as amended, provides that Dr. Fox shall devote such time to
the Company as necessary to perform his responsibilities thereunder, but no less
then forty hours per week, in consideration of an annual salary of $75,000,
which increased to $175,000 per year in January 1996. The employment agreement
acknowledges that Dr. Fox shall be entitled to maintain his dental practice and
see patients on a basis that does not interfere with the performance of his
duties thereunder. Dr. Fox continues to practice dentistry on a part-time basis.
Pursuant to the agreement, if Dr. Fox opposes a change of control of the
Company, as defined in the agreement, and thereafter elects to terminate his
employment with the Company, he is entitled to a one time payment of either (i)
two and nine-tenths (2.9) times the sum of Dr. Fox's current base annual salary
plus any amounts due to him under the Company's Incentive Compensation Plan if a
majority of the Company's Board of Directors opposed the change of control or
(ii) two and one-half (2.5) times the sum of Dr. Fox's current base annual
salary plus any amounts due to him under the Company's Incentive Compensation
Plan if a majority of the Company's Board of Directors voted in favor of the
change of control. However, such payment shall not exceed the maximum payment
permitted by Section 280G of the Internal Revenue Code of 1986, as amended.
Pursuant to the Company's Incentive Compensation Plan, Dr. Fox shall be entitled
to 50% of all amounts allocated to such plan. See "Management -- Employee
Benefit Plans."
 
     The Company has entered into an employment agreement with D. Brooks Cole,
pursuant to which Mr. Cole is employed as President and Chief Operating Officer.
The agreement, as amended, provides that
 
                                       32
35
 
Mr. Cole shall devote all of his business time to the Company in consideration
of an annual salary of $150,000, subject to adjustment. In addition, Mr. Cole
shall be entitled to 15% of all amounts allocated to the Company's Incentive
Compensation Plan. Mr. Cole serves at the pleasure of the Board of Directors;
however, if the Company elects to terminate the agreement, Mr. Cole is entitled
to six months severance pay including all salary and benefits. Pursuant to the
employment agreement, Mr. Cole was granted a seven-year option to purchase
99,000 shares of Common Stock at an exercise price equal to $1.33 per share,
immediately exercisable from the date of the grant, and expiring seven years
thereafter. Prior to the commencement of this agreement, Mr. Cole had been
retained by the Company on a consulting basis at a rate of $3,000 per month,
plus, for the period from July 1994 through July 1995, 3,000 Common Stock
options per month at an exercise price of $1.33 per share. Effective November 1,
1995, the consulting fee was increased to $4,000 per month.
 
     The Company has entered into an employment agreement with Norman Usen,
pursuant to which Mr. Usen is employed full-time as Vice President -- Product
Development and Vice President-Operations for a term of three years commencing
on May 1, 1995. The consulting agreement between the Company and NP terminated
upon the commencement of Mr. Usen's employment agreement. Pursuant to the
employment agreement, Mr. Usen will devote his full time to the Company in
consideration of an annual salary of $105,000 the first year of the term,
$115,000 the second year of the term, and $125,000 for the third year of the
term. If Mr. Usen is terminated from the Company without cause, as defined in
the agreement, then he shall be entitled to continue to receive his salary and
benefits until the end of the term of the agreement. As additional compensation,
Mr. Usen shall be entitled to 12.5% of all amounts allocated to the Company's
Incentive Compensation Plan. Pursuant to the employment agreement, Mr. Usen was
granted seven-year options to purchase an aggregate 90,000 shares of Common
Stock at an exercise price equal to $1.33 per share. The options previously
granted to NP were terminated and reissued to Mr. Usen. See "Certain
Transactions."
 
     The Company has entered into an employment agreement with Anthony E.
Winston, pursuant to which Mr. Winston is employed full-time as Vice
President -- Technology and Clinical Research for a term of two years commencing
in January 1995. Pursuant to the employment agreement, Mr. Winston will devote
his full time to the Company in consideration of an annual salary of $135,000.
If Mr. Winston is terminated from the Company without cause, as defined in the
agreement, then he shall be entitled to continue to receive his salary and
benefits until the end of the term of the agreement. As additional compensation,
Mr. Winston shall be entitled to 5% of all amounts allocated to the Company's
Incentive Compensation Plan. Pursuant to the employment agreement, Mr. Winston
was granted ten-year options to purchase an aggregate 150,000 shares of Common
Stock at an exercise price equal to $1.33 per share.
 
EMPLOYEE BENEFIT PLANS
 
  1993 Stock Option Plan
 
     In July 1993, the Board of Directors adopted the Plan which was approved by
the Company's stockholders in September 1993. The Plan provides for the grant to
qualified employees (including officers and directors) of the Company of options
to purchase shares of Common Stock. A total of 1,500,000 shares of Common Stock
have been reserved for issuance upon exercise of stock options granted under the
Plan. The Plan is administered by the Board of Directors or a committee of the
Board of Directors (the "Committee") whose members are not entitled to receive
options under the Plan (excluding options granted exclusively for directors
fees). The Committee has complete discretion to select the optionee and to
establish the terms and conditions of each option, subject to the provisions of
the Plan. Options granted under the Plan may or may not be "incentive stock
options" as defined in Section 422 of the Internal Revenue Code ("Incentive
Options") depending upon the terms established by the Committee at the time of
grant, but the exercise price of options granted may not be less than 100% of
the fair market value of the Common Stock as of the date of grant (110% of the
fair market value if the grant is an Incentive Option granted to an employee who
owns more than 10% of the outstanding Common Stock). Options may not be
exercised more than 10 years after the grant (five years if the grant is an
Incentive Option to any employee who owns more than 10% of the outstanding
Common Stock). Options granted under the Plan are not transferable and may be
exercised only by the respective grantees during their lifetimes or by their
heirs, executors or administrators in the event of death. Under the Plan, shares
subject to canceled or terminated options are reserved for subsequently granted
 
                                       33
36
 
options. The number of options outstanding and the exercise price thereof are
subject to adjustment in the case of certain transactions such as mergers,
recapitalizations, stock splits or stock dividends.
 
     As of the date of this Prospectus, the Company has granted options
exercisable for periods of three to ten years to purchase an aggregate of
1,203,355 shares of Common Stock, at an exercise price ranging from $1.33 to
$4.00 per share, to certain employees, officers and directors of the Company,
including options to purchase an aggregate of 450,000 shares granted to the
Company's Chairman of the Board at $3.00 per share, options to purchase an
aggregate of 130,515 shares granted to other members of the Company's Board of
Directors at prices ranging from $1.86 to $2.67 per share, and options to
purchase an aggregate of 41,628 shares granted to members of the Company's
Scientific Advisory Board other than members of the Company's Board of Directors
at $2.67 per share. See "Management -- Employment and Consulting Agreements" for
a description of options granted to an affiliate of an officer of the Company.
 
INCENTIVE COMPENSATION PLAN
 
     The Company has established a five-year incentive compensation program to
award officers and key employees for their efforts on behalf of the Company as
measured by yearly increases in the net income (before income taxes and
extraordinary items) generated by the Company. The program provides for
incentive compensation utilizing an objective formula based upon guidelines in
accordance with the Company's goals. The Company will establish a yearly bonus
pool commencing with the closing date of the offering, equal to five percent of
its net income before income taxes including the amount provided for by the
incentive compensation plan, and extraordinary items ("ICP Income"), to be
distributed to officers and key employees. For the subsequent four fiscal years,
such bonus pool shall only be established in the event the Company's ICP Income
equals or exceeds by at least 5% the Company's ICP Income for the prior fiscal
year. Amounts remaining in the yearly bonus pool which are not distributed do
not carry over into the subsequent year's pool. The maximum amount an executive
or key employee may receive from the bonus pool is limited to two times such
person's salary.
 
INDEMNIFICATION
 
     Pursuant to the Company's Certificate of Incorporation and By-laws,
officers and directors of the Company shall be indemnified by the Company to the
fullest extent allowed under Delaware law for claims brought against them in
their capacities as officers or directors. Indemnification is not allowed if the
officer or director does not act in good faith and in a manner reasonably
believed to be in the best interests of the Company, or if the officer or
director had no reasonable cause to believe his conduct was lawful. Accordingly,
indemnification may occur for liabilities arising under the Securities Act. The
Company and the Underwriters have agreed to indemnify each other (including
officers and directors) against certain liabilities, including liabilities under
the Securities Act. See "Underwriting." Insofar as indemnification for
liabilities arising under the Securities Act may be permitted for directors,
officers and controlling persons of the Company pursuant to the foregoing
provisions or otherwise, the Company 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 and is, therefore, unenforceable.
 
                                       34
37
 
                             PRINCIPAL STOCKHOLDERS
 
     The following table sets forth, as of May 31, 1996, and as adjusted to
reflect the sale of 2,000,000 shares of Common Stock offered hereby, certain
information, with respect to the beneficial ownership of shares of Common Stock
by (i) each person known by the Company to be the owner of more than 5% of the
outstanding shares of Common Stock, (ii) each director, (iii) each named
executive officer and (iv) all directors and executive officers as a group:
PERCENTAGE OF
                                                         AMOUNT AND         OUTSTANDING SHARES OWNED
                                                         NATURE OF         ---------------------------
                   NAME AND ADDRESS                      BENEFICIAL          BEFORE           AFTER
                 OF BENEFICIAL OWNERS                   OWNERSHIP(1)       OFFERING(2)     OFFERING(3)
- ------------------------------------------------------  ------------       -----------     -----------
Dr. Steven R. Fox(4)..................................    3,543,240(5)         62.7%           46.3%
Dr. Bert Gaster.......................................       21,753(6)        *               *
Mr. Richard Gotterer..................................       87,012(6)          1.7%            1.2%
Mr. Eric Horodas......................................      105,762(6)(7)       2.0%            1.5%
Dr. S.N. Bhaskar......................................       65,256(8)          1.2%          *
Anthony E. Winston....................................      160,000(9)          3.0%            2.2%
All directors and executive officers as a group (8
  persons)............................................    4,316,785(10)        68.7%           52.1%
- ---------------
  * Represents less than 1%.
 
 (1) Unless otherwise indicated, the Company believes that all persons named in
     the table have sole voting and investment power with respect to all shares
     of Common Stock beneficially owned by them. A person is deemed to be the
     beneficial owner of securities that can be acquired by such person within
     60 days from the date hereof upon the exercise of warrants or options. Each
     beneficial owner's percentage ownership is determined by assuming that
     options or warrants that are held by such person (but not those held by any
     other person) and which are exercisable within 60 days from the date hereof
     have been exercised.
 
 (2) Based on 5,200,378 shares issued and outstanding, after giving effect to
     the automatic conversion of 558,399 shares of Series A Preferred Stock into
     558,399 shares of Common Stock.
 
 (3) Based on 7,200,378 shares issued and outstanding.
 
 (4) The address of Mr. Fox is c/o Enamelon, Inc., 15 Kimball Avenue, Yonkers,
     NY 10704.
 
 (5) Includes 36,348 shares held in trust for the benefit of Dr. Fox's minor
     children. Also includes 450,000 shares issuable upon exercise of currently
     exercisable stock options.
 
 (6) Includes 21,753 shares issuable upon exercise of currently exercisable
     stock options.
 
 (7) Includes 9,375 shares issuable upon exercise of warrants.
 
 (8) Includes 65,256 shares issuable upon exercise of currently exercisable
     stock options.
 
 (9) Includes 160,000 shares issuable upon exercise of currently exercisable
     stock options.
 
(10) Includes 1,074,277 shares issuable upon exercise of currently exercisable
     stock options and 9,375 shares issuable upon exercise of currently
     exercisable warrants.
 
     By virtue of his ownership of shares of Common Stock and position with the
Company, Steven R. Fox may be deemed a "parent" and a "founder" of the Company
as such terms are defined under the federal securities laws.
 
                              CERTAIN TRANSACTIONS
 
     The Company has subleased its office facilities without a written
agreement, since December 1, 1992, from Dr. Steven R. Fox, the Chairman of the
Board, at a rent of $600 per month. Commencing January 1, 1996 for a period of
one year, the Company entered into a lease with a relative of Dr. Fox for
additional office facilities at a rent of $2,500 per month. See
"Business -- Properties" for a description of such facilities.
 
                                       35
38
 
     For information concerning employment and consulting agreements with, and
compensation of, the Company's executive officers and directors, see
"Management -- Executive Compensation," "-- Employment and Consulting
Agreements" and "-- Employee Benefit Plans."
 
     The Company believes that the terms of each of the foregoing transactions
and those which will exist after the consummation of the offering are no less
favorable to the Company than could have been obtained from non-affiliated third
parties, although no independent appraisals were obtained. In the future, all
transactions between the Company and its affiliates will also be on terms which
the Company believes will continue to be no less favorable to the Company than
the Company could obtain from non-affiliated parties.
 
                           DESCRIPTION OF SECURITIES
 
COMMON STOCK
 
     The Company is authorized to issue 20,000,000 shares of Common Stock,
$0.001 par value per share, of which 5,200,378 shares (assuming the automatic
conversion of 558,399 shares of Series A Preferred Stock into 558,399 shares of
Common Stock) are currently outstanding and held of record by approximately 225
holders. Holders of shares of Common Stock are entitled to one vote for each
share held of record on all matters to be voted on by stockholders. There are no
preemptive, subscription, conversion or redemption rights pertaining to the
shares of Common Stock. Holders of shares of Common Stock are entitled to
receive dividends when, as and if declared by the Board of Directors from funds
legally available therefor and to share ratably in the assets of the Company
available upon liquidation, dissolution or winding up. The holders of shares of
Common Stock do not have cumulative voting rights for the election of directors
and, accordingly, the holders of more than 50% of the shares of Common Stock are
able to elect all directors. If the officers and directors of the Company were
to exercise all of their presently exercisable warrants and options, they would
continue to control a majority of the votes following completion of the
offering. After the completion of this offering, they would be entitled to vote
52.1% of the shares of Common Stock, and, accordingly, in all likelihood they
will be able to elect all of the Company's directors. All of the outstanding
shares of Common Stock are duly authorized, validly issued, fully paid and
non-assessable.
 
PREFERRED STOCK
 
     The Company is authorized by its Amended Certificate of Incorporation to
issue 5,000,000 shares of Preferred Stock, $0.01 par value per share. Pursuant
to the Company's Certificate of Designation, 827,250 shares have been designated
as Series A Preferred Stock, of which 558,399 shares were previously issued. By
their terms, all shares of Series A Preferred Stock then outstanding shall
automatically be converted into Common Stock upon (i) the consummation of a firm
underwritten public offering of the Company's Common Stock at a price of at
least $7.00 per share (ascribing no value to any warrants or other securities
sold if the Common Stock is sold in units), which results in aggregate gross
proceeds to the Company of not less than $10,000,000 or (ii) a merger,
consolidation or sale of all or substantially all of the assets of the Company,
which results in the Company or all of the holders of Common Stock receiving
consideration per share of Common Stock so owned of at least $7.00, at the
conversion price per share with respect to the Series A Preferred Stock then in
effect immediately prior to the consummation of such event. Therefore, all
558,399 issued and outstanding shares of Series A Preferred Stock will be
automatically converted into 558,399 shares of Common Stock upon consummation of
this offering. Accordingly, following the completion of the offering and the
automatic conversion of the outstanding shares of Series A Preferred Stock into
shares of Common Stock, there will be 268,851 shares of Series A Preferred Stock
authorized of which none shall be outstanding.
 
LIMITATIONS UPON TRANSACTIONS WITH "INTERESTED STOCKHOLDERS"
 
     Section 203 of the Delaware General Corporation Law 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 (i)
prior to the date of the business combination, the transaction is approved by
the board of directors of the corporation, (ii) upon
 
                                       36
39
 
consummation of the transaction which resulted in the stockholder becoming an
interested stockholder, the interested stockholder owns at least 85% of the
outstanding voting stock or (iii) on or after such date the business combination
is approved by the board of directors and by the affirmative vote of at least
66 2/3% of the outstanding voting stock which is not owned by the interested
stockholder. A "business combination" includes mergers, asset sales and other
transactions resulting in a financial benefit to the stockholder. 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. The
restrictions of Section 203 do not apply, among other things, if a corporation,
by action of its stockholders, adopts an amendment to its certificate of
incorporation or by-laws expressly electing not to be governed by Section 203,
provided that, in addition to any other vote required by law, such amendment to
the certificate of incorporation or by-laws must be approved by the affirmative
vote of a majority of the shares entitled to vote. Moreover, an amendment so
adopted is not effective until twelve months after its adoption and does not
apply to any business combination between the corporation and any person who
became an interested stockholder of such corporation on or prior to such
adoption. The Company's Amended Certificate of Incorporation and By-laws do not
currently contain any provisions electing not to be governed by Section 203 of
the Delaware General Corporation Law. The provisions of Section 203 of the
Delaware General Corporation Law may have a depressive effect on the market
price of the Common Stock because they could impede any merger, consolidating
takeover or other business combination involving the Company or discourage a
potential acquirer from making a tender offer or otherwise attempting to obtain
control of the Company.
 
TRANSFER AGENT AND REGISTRAR
 
     The Transfer Agent and Registrar for the Common Stock is
____________________.
 
                                       37
40
 
                        SHARES ELIGIBLE FOR FUTURE SALE
 
     Future sales of shares by current stockholders could adversely affect the
price of the Company's Common Stock. Upon completion of this offering, the
Company will have 7,200,378 shares of Common Stock outstanding (7,500,378 shares
if the Underwriters' over-allotment option is exercised in full), of which
5,200,378 shares of Common Stock (72.2% of the shares to be outstanding) were
issued by the Company in private transactions. In addition, the Company has
reserved for issuance 1,203,355 shares upon exercise of options granted under
the Plan, 296,645 shares upon the exercise of options to be granted under the
Plan, 810,652 shares for issuance upon exercise of outstanding warrants and up
to 200,000 shares for issuance upon exercise of the Representative's Warrants.
Of the shares of Common Stock to be issued and outstanding after this offering,
the 2,000,000 shares of Common Stock sold in this offering will be freely
tradeable without restriction or further registration under the Securities Act,
except for any shares purchased by an "affiliate" of the Company within the
meaning of Rule 144. The remaining 5,193,484 outstanding shares of Common Stock
are "restricted securities," as that term is defined under Rule 144, and may not
be sold in the absence of registration under the Securities Act unless an
exemption from registration is available, including the exemption provided by
Rule 144. Approximately 3,667,000 of such shares will be eligible for sale under
Rule 144 commencing 90 days following the completion of this offering. The
remaining shares will be eligible for sale between October 1996 through January
1998.
 
     In general, under Rule 144 as currently in effect, a person (or persons
whose shares are aggregated), including a person deemed to be an "affiliate" of
the Company, who has beneficially owned his or her shares for at least two years
is entitled to sell within any three-month period that number of restricted
securities that does not exceed the greater of one percent of the then
outstanding shares of Common Stock (72,004 shares based on the number of shares
to be outstanding after the offering), or the average weekly trading volume of
the Common Stock during the four calendar weeks immediately preceding such sale.
Sales under Rule 144 are further subject to certain restrictions relating to the
manner of sale, notice and the availability of current public information about
the Company. After three years have elapsed from the later of the issuance of
restricted securities by the Company or their acquisition from an affiliate,
such shares may be sold without limitations by persons who have not been
affiliates of the Company for at least three months.
 
     Rule 701 under the Securities Act provides that, beginning 90 days after
the date of this Prospectus, shares of Common Stock acquired on the exercise of
outstanding employee options may be resold by persons other than affiliates
subject only to the manner of sale provisions of Rule 144, and by affiliates
subject to all provisions of Rule 144 except its two-year minimum holding
period. The Company intends to file one or more registration statements on Form
S-8 under the Securities Act to register shares of Common Stock subject to stock
options granted under the Plan.
 
     The Company has agreed not to register, issue, sell or otherwise dispose of
any of its securities, subject to certain exceptions, for a period of 180 days
from the date of this Prospectus without the prior written consent of the
Representative. The Company's officers, directors and principal stockholders
have agreed (i) not to, directly or indirectly, issue, agree or offer publicly
to sell, grant an option for the purchase or sale of, assign, transfer, pledge,
hypothecate, distribute or otherwise encumber or dispose of, any shares of
Common Stock or other equity securities of the Company or other securities
convertible into or exercisable for such shares of Common Stock or other equity
securities for 180 days from the date of this Prospectus without the prior
written consent of the Representative, and (ii) not to register any shares held
by them for a period of 180 days from the date of this Prospectus.
 
REGISTRATION RIGHTS
 
     The holders of 211,875 shares of Common Stock and warrants to purchase
152,814 shares of Common Stock of the Company at an exercise price $1.33 per
share have been granted certain incidental registration rights relating to the
underlying Common Stock. These securities were purchased in private transactions
with the Company in September 1994 and May 1995. The piggyback registration
rights expire on June 30, 1997 and do not apply to registrations relating to
initial public offerings, mergers, acquisitions or pursuant to Form S-8 (or any
successor form).
 
                                       38
41
 
     At any time (subject to certain limitations) at least six months after the
Company completes an initial public offering, the holders of at least 40% of the
Common Stock issued or issuable upon conversion of the Series A Preferred Stock
have three "demand" registration rights for a period of five years after such
offering and unlimited demand registration rights for a filing on Form S-3,
provided the anticipated aggregate offering price in each such filing exceeds
$500,000, for a period of five years after the issuance of the Series A
Preferred Stock. The holders also have unlimited "piggy-back" registration
rights (subject to certain limitations) for a period of seven years after the
issuance of the Series A Preferred Stock.
 
     Prior to this offering, there has been no public trading market for the
shares of Common Stock and there can be no assurance that a regular trading
market will develop after this offering, or that if developed it will be
sustained. In addition, no prediction can be made as to the effect, if any, that
market sales of shares of Common Stock or the availability of such shares for
sale will have on the market prices prevailing from time to time. Nevertheless,
the possibility that substantial amounts of shares of Common Stock may be sold
in the public market may adversely affect prevailing market prices for the
shares of Common Stock and could impair the Company's ability to raise capital
through the sale of its equity securities.
 
     The Company intends to file a registration statement under the Securities
Act to register the shares of Common Stock issued and reserved for issuance in
compensatory arrangements and under its stock plan. Registration would permit
the resale of such shares by non-affiliates in the public market without
restriction under the Securities Act.
 
                                       39
42
 
                                  UNDERWRITING
 
     The Underwriters below, for whom Rodman & Renshaw, Inc. is acting as
Representative (the "Representative"), have severally agreed, subject to the
terms and conditions contained in the Underwriting Agreement, to purchase from
the Company the number of shares of Common Stock set forth below opposite their
respective names:
UNDERWRITER                               NUMBER OF SHARES
    ---------------------------------------------------------------------  ----------------
Rodman & Renshaw, Inc................................................
                                                                               ---------
              Total......................................................      2,000,000
                                                                               =========
The Underwriting Agreement provides that the obligations of the several
Underwriters thereunder are subject to approval of certain legal matters by
counsel and to various other conditions. The nature of the Underwriters'
obligations is such that they are committed to purchase and pay for all of the
above shares of Common Stock offered hereby if any are purchased.
 
     The Underwriters, through the Representative, have advised the Company that
they propose to offer the shares of Common Stock initially at the public
offering price set forth on the cover page of this Prospectus; that the
Underwriters may allow to selected dealers a concession of $          per share
and that such dealers may reallow a concession of $          per share to
certain other dealers who are members of the National Association of Securities
Dealers, Inc. After the public offering, the offering price and other selling
terms may be changed by the Underwriters. Pending approval of its listing
application, it is anticipated that the Common Stock will be quoted on The
Nasdaq National Market.
 
     The Company has granted to the Underwriters a 30-day over-allotment option
to purchase from the Company up to an aggregate of 300,000 additional shares of
Common Stock exercisable at the public offering price less the underwriting
discount. If the Underwriters exercise such over-allotment option, then each of
the Underwriters will have a firm commitment, subject to certain conditions, to
purchase approximately the same percentage thereof as the number of shares of
Common Stock to be purchased by it as shown in the above table bears to
2,000,000 shares of Common Stock offered hereby. The Underwriters may exercise
such option only to cover over-allotments made in connection with the sale of
the shares of Common Stock offered hereby.
 
     In connection with this offering, the Company has agreed to sell to the
Representative, for nominal consideration, warrants to purchase a number of
shares of Common Stock equal to 10% of the shares of Common Stock sold in the
offering, exclusive of any shares of Common Stock sold pursuant to the
Underwriters' over-allotment option (the "Representative's Warrants"). The
Representative's Warrants are initially exercisable at a price of $     per
share of Common Stock (120% of the initial public offering price) for a period
of four years, commencing one year from the effective date of the offering and
are restricted from sale, transfer, assignment or hypothecation for a period of
12 months from the effective date of the offering, except to officers, partners
or successors of the Representative. The exercise price of the Representative's
Warrants and the number of shares of Common Stock issuable upon exercise thereof
are subject to adjustment under certain circumstances. The Representative's
Warrants grant to the holders thereof certain rights of registration for the
securities issuable upon exercise of the Representative's Warrants. The
Representative's Warrants are not redeemable by the Company, under any
circumstances.
 
     In addition, the Representative has a right of first refusal to perform
services for the Company with respect to certain future transactions for a
period of two years after the effective date of the offering.
 
     The holders of the Representative's Warrants will have no voting, dividend
or other rights as stockholders of the Company unless and until the exercise of
such warrants. The number of securities deliverable upon any exercise of the
Representative's Warrants and the exercise price of such warrants are subject to
adjustment to protect against any dilution upon the occurrence of certain
events.
 
                                       40
43
 
     During the exercise period, the Representative and any transferee is given,
at nominal cost, the opportunity to profit from a rise in the market price for
the Company's Common Stock, if any, at the expense of the Company's then
stockholders. For the life of the Representative's Warrants, the Company may be
deprived of favorable opportunities to procure additional equity capital, if it
should be needed for the purpose of the business of the Company, and the holders
of the Representative's Warrants may be expected to exercise such Warrants at a
time when the Company would, in all likelihood, be able to obtain equity
capital, if then needed, by the sale of additional securities on terms more
favorable than those provided in the Representative's Warrants.
 
     The executive officers, directors and principal stockholders of the Company
have agreed that they will not publicly sell or dispose of any shares of Common
Stock for a period of 180 days from the date of this Prospectus without the
prior written consent of the Representative. See "Shares Eligible for Future
Sale."
 
     The Company has agreed to indemnify the Underwriters against certain
liabilities, losses and expenses, including liabilities under the Securities
Act, or to contribute to certain payments that the Underwriters may be required
to make in respect thereof.
 
     The foregoing does not purport to be a complete statement of the terms and
conditions of the Underwriting Agreement and related documents, copies of which
are on file at the offices of the Representative, the Company and the Securities
and Exchange Commission, forms of which have been filed as exhibits to the
Registration Statement of which this Prospectus forms a part.
 
     Prior to this offering, there has been no public market for the Common
Stock. Consequently, the initial public offering price has been determined
through negotiations between the Company and the Representative. Such price was
based on a number of factors, including, without limitation, estimates of the
business potential and earnings prospects of the Company, the present state of
the Company's development, an assessment of the Company's management, the
consideration of the above factors in relation to market valuations of
comparable companies, and the current condition of the industry and the economy
as a whole.
 
                                 LEGAL MATTERS
 
     The legality of the securities offered hereby will be passed upon for the
Company by Snow Becker Krauss P.C., New York, New York. Snow Becker Krauss P.C.
owns 27,264 shares of Common Stock and SBK Investment Partners, a partnership
consisting of members of Snow Becker Krauss P.C., owns 110,000 shares of Common
Stock and holds an option to purchase 32,628 shares of Common Stock. Certain
legal matters in connection with this offering will be passed upon for the
Underwriters by Squadron, Ellenoff, Plesent & Sheinfeld, LLP, New York, New
York.
 
                                    EXPERTS
 
     The financial statements included in this Prospectus have been audited by
BDO Seidman, LLP, independent certified public accountants, to the extent and
for the periods indicated in their report appearing elsewhere herein and are
included in reliance on such report given upon the authority of said firm as
experts in auditing and accounting.
 
                                       41
44
 
                             ADDITIONAL INFORMATION
 
     The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-1 including all amendments
thereto (the "Registration Statement") under the Securities Act with respect to
the Common Stock offered by this Prospectus. This Prospectus does not contain
all of the information set forth in the Registration Statement, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. For further information with respect to the Company and this
offering, reference is made to the Registration Statement, including the
exhibits filed therewith. The Registration Statement may be inspected and copies
may be obtained from the Public Reference Section at the Commission's principal
office, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549, and at
the Northeast Regional Office, 7 World Trade Center, 13th Floor, New York, New
York 10048 and the Chicago Regional Office, Suite 1400, 500 West Madison Street,
Chicago, Illinois 60661-2511, upon payment of the fees prescribed by the
Commission. Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete and where the contract
or other document has been filed as an exhibit to the Registration Statement,
each such statement is qualified in all respects by such reference to the
applicable document filed with the Commission.
 
     The Company intends to distribute to its stockholders annual reports
containing audited financial statements certified by its certified public
accountants and such other periodic reports as the Company may determine to be
appropriate or as may be required by law.
 
                                       42
45
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                                    CONTENTS
Report of independent certified public accountants....................................    F-2
Financial statements:
     Balance sheets...................................................................    F-3
     Statements of operations.........................................................    F-4
     Statements of stockholders' equity...............................................    F-5
     Statements of cash flows.........................................................    F-6
     Notes to financial statements....................................................    F-7
F-1
46
 
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
Enamelon, Inc.
Yonkers, New York
 
     We have audited the accompanying balance sheets of Enamelon, Inc. (a
development stage company) as of December 31, 1994 and 1995, and the related
statements of operations and cash flows for each of the years in the three-year
period ended December 31, 1995 and the statements of stockholders' equity for
the period from June 9, 1992 (inception) to December 31, 1995. 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 generally accepted auditing
standards. 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, the financial statements referred to above present fairly,
in all material respects, the financial position of Enamelon, Inc. as of
December 31, 1994 and 1995, and the results of its operations and its cash flows
for each of the years in the three-year period ended December 31, 1995 in
conformity with generally accepted accounting principles.

New York, New York                                BDO Seidman, LLP
April 5, 1996
 
                                       F-2
47
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                                 BALANCE SHEETS
DECEMBER 31,
                                                         --------------------------     MARCH 31,
                                                            1994           1995           1996
                                                         -----------    -----------    -----------
                                                                                        (UNAUDITED)
ASSETS
CURRENT:
  Cash and cash equivalents (Note 1)..................   $    50,097    $ 1,790,666    $ 3,015,090
  Prepaid expenses and other assets...................         6,714         11,077         11,911
                                                         -----------    -----------    -----------
     Total current assets.............................        56,811      1,801,743      3,027,001
Equipment, less accumulated depreciation of $7,897,
  $20,545 and $26,028 (Note 1)........................        41,776         58,077        123,972
Deferred costs, less accumulated amortization of
  $12,383, $23,227 and $26,608 (Notes 1, 2 and 3).....       155,495        172,157        365,548
Other assets -- security deposit......................        11,098          8,939          8,939
                                                         -----------    -----------    -----------
                                                         $   265,180    $ 2,040,916    $ 3,525,460
                                                         ===========    ===========    ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
  Accrued expenses....................................   $   114,652    $   173,939    $   269,431
                                                         -----------    -----------    -----------
     Total current liabilities........................       114,652        173,939        269,431
                                                         -----------    -----------    -----------
Commitments (Notes 3, 6, 7 and 8)
Redeemable preferred stock, net of offering costs
  (Notes 3 and 8).....................................            --             --      1,879,000
                                                         -----------    -----------    -----------
STOCKHOLDERS' EQUITY (NOTE 4):
  Preferred stock, $0.01 par value -- shares
     authorized 5,000,000; none issued or
     outstanding......................................            --             --             --
  Common stock, $0.001 par value -- shares authorized
     20,000,000; issued and outstanding 3,784,800,
     4,635,273 and 4,641,979..........................         3,785          4,635          4,641
  Additional paid-in capital..........................     1,279,408      4,055,925      4,082,743
  Accumulated deficit during the development stage....    (1,132,665)    (2,193,583)    (2,710,355)
                                                         -----------    -----------    -----------
     Total stockholders' equity.......................       150,528      1,866,977      1,377,029
                                                         -----------    -----------    -----------
                                                         $   265,180    $ 2,040,916    $ 3,525,460
                                                         ===========    ===========    ===========
See accompanying notes to financial statements.
 
                                       F-3
48
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                            STATEMENTS OF OPERATIONS
PERIOD FROM
                                   YEAR ENDED DECEMBER 31,            THREE MONTHS ENDED        JUNE 9, 1992
                             -----------------------------------           MARCH 31,           (INCEPTION) TO
                               1993        1994         1995       -------------------------     MARCH 31,
                             ---------   ---------   -----------      1995          1996            1996
                                                                   -----------   -----------   --------------
                                                                   (UNAUDITED)   (UNAUDITED)    (UNAUDITED)
Expenses:
  Payroll and benefits.....  $  98,749   $ 133,714   $   368,110    $   36,454    $  195,991    $     804,361
  Research and testing.....     92,059     147,412       274,864        42,718       195,603          709,938
  Administrative and
     other.................    119,688     255,154       437,607       182,269       160,613        1,002,335
                             ---------   ---------   -----------     ---------     ---------      -----------
     Total expenses........    310,496     536,280     1,080,581       261,441       552,207        2,516,634
Other charges (income):
  Interest and dividends...    (13,825)     (7,325)      (19,663)         (716)      (35,435)         (76,248)
  Write-off of deferred
     offering costs (Note
     1)....................         --     269,969            --            --            --          269,969
                             ---------   ---------   -----------     ---------     ---------      -----------
Net loss...................  $(296,671)  $(798,924)  $(1,060,918)   $ (260,725)   $ (516,772)   $  (2,710,355)
                             =========   =========   ===========     =========     =========      ===========
Pro forma net loss per
  common share (Note 1)....                               $(0.20)                     $(0.09)
                                                       =========                   =========
Pro forma weighted average
  common shares
  outstanding..............                            5,401,199                   5,563,389
                                                       =========                   =========
See accompanying notes to financial statements.
 
                                       F-4
49
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                  STATEMENTS OF STOCKHOLDERS' EQUITY (NOTE 4)
 
Period from June 9, 1992 (inception) to December 31, 1995
ACCUMULATED
                                                       COMMON STOCK           ADDITIONAL        DEFICIT DURING          TOTAL
                                                  ----------------------        PAID-IN         THE DEVELOPMENT     STOCKHOLDERS'
                                                   SHARES      PAR VALUE        CAPITAL              STAGE             EQUITY
                                                  ---------    ---------    ---------------    -----------------    -------------
Issuance of common stock in June and December
  1992..........................................  3,331,458     $ 3,331       $   111,684         $        --        $    115,015
Issuance of common stock for legal services
  rendered......................................      9,792          10            29,960                  --              29,970
Net loss........................................         --          --                --             (37,070)            (37,070)
                                                  ---------      ------        ----------         -----------         -----------
BALANCE, DECEMBER 31, 1992......................  3,341,250       3,341           141,644             (37,070)            107,915
Issuance of common stock at $3.06 per share in
  private placement, net of costs...............    293,619         294           868,648                  --             868,942
Issuance of common stock for legal services
  rendered......................................     17,268          17            63,348                  --              63,365
Net loss........................................         --          --                --            (296,671)           (296,671)
                                                  ---------      ------        ----------         -----------         -----------
BALANCE, DECEMBER 31, 1993......................  3,652,137       3,652         1,073,640            (333,741)            743,551
Issuance of common stock at $1.33 per share in
  private placement, net of costs...............    118,125         118           141,783                  --             141,901
Issuance of common stock for legal services
  rendered......................................     14,538          15            63,985                  --              64,000
Net loss........................................         --          --                --            (798,924)           (798,924)
                                                  ---------      ------        ----------         -----------         -----------
BALANCE, DECEMBER 31, 1994......................  3,784,800       3,785         1,279,408          (1,132,665)            150,528
Issuance of common stock at $1.33 per share in
  private placement, net of costs...............     93,750          94           124,906                  --             125,000
Issuance of common stock at $4.00 per share in
  private placement, net of costs...............    648,723         648         2,504,024                  --           2,504,672
Issuance of common stock for professional
  services rendered.............................    108,000         108           147,587                  --             147,695
Net loss........................................         --          --                --          (1,060,918)         (1,060,918)
                                                  ---------      ------        ----------         -----------         -----------
BALANCE, DECEMBER 31, 1995......................  4,635,273       4,635         4,055,925          (2,193,583)          1,866,977
Issuance of common stock for legal services
  rendered (unaudited)..........................      6,706           6            26,818                  --              26,824
Net loss (unaudited)............................         --          --                --            (516,772)           (516,772)
                                                  ---------      ------        ----------         -----------         -----------
BALANCE, MARCH 31, 1996 (UNAUDITED).............  4,641,979     $ 4,641       $ 4,082,743         $(2,710,355)       $  1,377,029
                                                  =========      ======        ==========         ===========         ===========
See accompanying notes to financial statements.
 
                                       F-5
50
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                            STATEMENTS OF CASH FLOWS
YEAR ENDED DECEMBER 31,             THREE MONTHS ENDED
                                               -------------------------------------           MARCH 31,
                                                 1993         1994          1995        -----------------------
                                               ---------    ---------    -----------      1995
                                                                                        ---------
                                                                                        (UNAUDITED)                 PERIOD FROM
                                                                                                                    JUNE 9, 1992
                                                                                                                   (INCEPTION) TO
                                                                                                        1996       MARCH 31, 1996
                                                                                                     ----------    --------------
                                                                                                     (UNAUDITED)    (UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss...................................  $(296,671)   $(798,924)   $(1,060,918)   $(260,725)   $ (516,772)    $ (2,710,355)
  Adjustments to reconcile net loss to net
     cash used in operating activities:
       Write-off of deferred offering
          costs..............................         --      269,969             --           --            --          269,969
       Stock issued for services.............         --           --        147,695           --        26,824          174,519
       Depreciation and amortization.........      4,342       15,433         23,490        4,694         8,863           52,632
       Increase in prepaid expenses and other
          assets.............................     (9,916)      (7,896)        (2,203)      (1,388)         (832)         (20,847)
       Increase in deferred costs............         --           --             --           --            --           (1,133)
       Increase in accrued expenses..........     47,086       63,633         59,287      210,752        95,491          269,430
                                               ---------    ---------    -----------    ---------    ----------      -----------
       Net cash used in operating
          activities.........................   (255,159)    (457,785)      (832,649)     (46,667)     (386,426)      (1,965,785)
                                               ---------    ---------    -----------    ---------    ----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of equipment.....................     (9,437)     (39,559)       (28,949)          --       (71,378)        (150,000)
  Patents, trademarks and licenses...........    (72,863)     (35,707)       (27,505)     (25,006)      (31,772)        (179,378)
                                               ---------    ---------    -----------    ---------    ----------      -----------
       Net cash used in investing
          activities.........................    (82,300)     (75,266)       (56,454)     (25,006)     (103,150)        (329,378)
                                               ---------    ---------    -----------    ---------    ----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from sale of common stock.........    868,942      141,901      2,718,459           --            --        3,844,317
  Proceeds from sale of preferred stock......         --           --             --           --     1,979,000        1,979,000
  Offering costs.............................    (73,958)     (75,520)       (88,787)          --      (265,000)        (513,064)
  Proceeds from loans........................         --           --             --       27,625            --               --
                                               ---------    ---------    -----------    ---------    ----------      -----------
       Net cash provided by financing
          activities.........................    794,984       66,381      2,629,672       27,625     1,714,000        5,310,253
                                               ---------    ---------    -----------    ---------    ----------      -----------
Net increase (decrease) in cash and cash
  equivalents................................    457,525     (466,670)     1,740,569      (44,048)    1,224,424        3,015,090
Cash and cash equivalents, beginning of
  period.....................................     59,242      516,767         50,097       50,097     1,790,666               --
                                               ---------    ---------    -----------    ---------    ----------      -----------
Cash and cash equivalents, end of period.....  $ 516,767    $  50,097    $ 1,790,666    $   6,049    $3,015,090     $  3,015,090
                                               =========    =========    ===========    =========    ==========      ===========
SUPPLEMENTAL DISCLOSURES OF NONCASH FINANCING
  ACTIVITIES:
  The Company issued common stock for
     professional services performed by
     unrelated parties.......................  $  63,365    $  64,000    $   147,695    $      --    $   26,824     $    331,854
                                               =========    =========    ===========    =========    ==========      ===========
See accompanying notes to financial statements.
 
                                       F-6
51
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                         NOTES TO FINANCIAL STATEMENTS
 (INFORMATION AS OF MARCH 31, 1996 AND FOR THE PERIODS ENDED MARCH 31, 1995 AND
                              1996 IS UNAUDITED.)
 
1. ORGANIZATION AND SUMMARY OF ACCOUNTING POLICIES
 
  Organization
 
     Enamelon, Inc. (a development stage company) (the "Company"), a Delaware
corporation, was founded in June 1992 to take advantage of a technological
development by scientists at the American Dental Association Health Foundation
("ADAHF"), a not-for-profit research affiliate of the American Dental
Association. This technological development is the subject of four patents and
one patent pending application owned by the ADAHF and has been licensed to the
Company. The Company has developed additional technologies relating to the
prevention of tooth decay before it begins and has five United States patent
applications pending. The Company plans to develop and market dentifrices,
chewing gum, food and confectionery products, employing such patented and/or
patent pending technologies. To date, the Company has no material operations and
its activities have been limited to finalization of domestic and foreign patent
agreements, organizational and initial capitalization activities, and assisting
in the research and development of prototype dentifrice products. Once the
effectiveness of the initial toothpaste formulas are determined, full scale
development activities will commence to establish the commercial viability of
such products.
 
  Use of Estimates
 
     The preparation of financial statements in conformity with generally
accepted accounting principles 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.
 
  Fair Value of Financial Instruments
 
     The carrying amounts of cash, prepaid expenses and accrued expenses
approximate fair value because of the short maturity of these items.
 
  Cash and Cash Equivalents
 
     Cash and cash equivalents are comprised of highly liquid debt instruments
with original maturities of three months or less, principally Treasury Bills and
money market accounts.
 
  Equipment
 
     Equipment is stated at cost. Depreciation is computed over the estimated
useful lives of the assets using the straight-line method.
 
  Deferred Costs
 
     Organization costs are amortized using the straight-line method over a
sixty-month period.
 
     Licensing costs and patent rights are amortized using the straight-line
method over seventeen years, which is the term of the licensing agreements and
the estimated useful lives of the patents, respectively.
 
     Trademarks are being amortized using the straight-line method over
seventeen years.
 
     Deferred offering costs related to a proposed private placement had been
deferred until the proceeds of the private placement were raised. Since the
related private placement transaction did not occur as expected, these costs
were expensed in 1994.
 
                                       F-7
52
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
 
     Deferred offering costs related to a proposed public offering pending as of
March 31, 1996 will be charged against the proceeds of the offering. If the
offering is not consummated as expected, such costs will be expensed.
 
  Income Taxes
 
     Income taxes are computed in accordance with the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
109"), which requires, among other things, a liability approach to calculating
deferred income taxes. SFAS 109 requires a company to recognize deferred tax
liabilities and assets for the expected future tax consequences of temporary
differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes. Deferred tax
assets must be reduced by a valuation allowance to amounts expected to be
realized.
 
  Earnings Per Share
 
     Earnings per share are presented for 1995 and the three months ended March
31, 1996 on a pro forma basis to give effect to the conversion of the redeemable
preferred stock as a result of the proposed public offering discussed in Note 8.
The calculation of earnings per share reflects the conversion of the preferred
stock as if it occurred on January 1, 1995. Earnings per share are not presented
for prior periods since the Company does not believe historical earnings per
share are meaningful as a result of changes in the Company's capital structure
contemplated by the proposed public offering.
 
     The weighted average number of common shares outstanding used in computing
the pro forma net loss per common share for the year ended December 31, 1995 and
the three months ended March 31, 1996 was adjusted for the effects of the
application of Securities and Exchange Commission (SEC) Staff Accounting
Bulletin (SAB) No. 83. Pursuant to SAB No. 83, common stock issued by the
Company at a price less than the initial public offering price during the twelve
months immediately preceding the initial filing of the offering contemplated by
this Prospectus, together with common stock purchase warrants and options issued
during such period with an exercise price less than the initial public offering
price, are treated as outstanding for all periods presented. Earnings (loss) per
share are computed using a treasury stock method, under which the number of
shares outstanding reflects an assumed use of the proceeds from the issuance of
such shares and from the assumed exercise of such warrants and options, to
repurchase shares of the Company's common stock at the initial public offering
price.
 
  Interim Financial Information
 
     The financial statements as of March 31, 1996 and for the three months
ended March 31, 1996 and 1995 are unaudited but include all adjustments
(consisting of normal recurring adjustments) that the Company considers
necessary for a fair presentation of its financial position, results of
operations and cash flows for the interim periods. Results for the interim
period ended March 31, 1996 are not necessarily indicative of results for the
entire year.
 
  Recent Accounting Standards
 
     SFAS No. 121. In March 1995, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of," which requires that certain long-lived assets be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable. The adoption of this pronouncement is not expected to
have a significant effect on the Company's financial statements.
 
                                       F-8
53
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
 
     SFAS No. 123. In October 1995, the Financial Accounting Standards Board
issued SFAS No. 123, "Accounting for Stock-Based Compensation," which allows the
choice of either the intrinsic value method or the fair value method of
accounting for employee stock options. The Company has selected the option to
continue the use of the current intrinsic value method.
 
  Presentation of Prior Year Data
 
     Certain reclassifications have been made to conform prior year data with
the current presentation.
 
2. DEFERRED COSTS
 
     Deferred costs are summarized as follows:
DECEMBER 31,
                                                            --------------------    MARCH 31,
                                                              1994        1995        1996
                                                            --------    --------    ---------
Patent rights.........................................  $107,201    $132,207    $ 162,281
    Trademarks............................................    40,582      43,082       44,780
    Licensing costs.......................................    18,962      18,962       18,962
    Organization costs....................................     1,133       1,133        1,133
    Offering costs........................................        --          --      165,000
                                                            --------    --------     --------
                                                             167,878     195,384      392,156
    Less: Accumulated amortization........................    12,383      23,227       26,608
                                                            --------    --------     --------
                                                            $155,495    $172,157    $ 365,548
                                                            ========    ========     ========
3. REDEEMABLE PREFERRED STOCK
 
     In January 1996, the Company issued 500,000 units at $4.00 per unit, each
consisting of 1.103 shares of 5% convertible preferred stock (the "Series A
Preferred Stock") and 1 common stock purchase warrant, exercisable at $5.75 per
share. The Company received proceeds of $1,879,000, net of expenses.
 
     The Series A Preferred Stock may be redeemed by the holder of the shares on
the seventh anniversary of the issuance at a redemption price of $8.00 per
share. Each holder of the Series A Preferred Stock has the right to convert the
preferred shares into shares of common stock, on a stock-for-stock basis. The
Series A Preferred Stock becomes mandatorily converted into common stock upon
(i) the consummation of a public offering at a price of at least $7.00 per share
or, (ii) a merger, consolidation or sale of substantially all of the assets of
the Company, which results in the Company or its common stockholders receiving
consideration per share of at least $7.00 per share.
 
     In connection with the placement of the transaction, the Company issued
warrants to purchase 100,000 shares at an exercise price of $4.80 and 23,750
shares at $3.60 per share, which expire January 23, 2003.
 
     In April 1996, the Company issued an additional 6,250 units at $4.00 per
unit, each consisting of 1.103 shares of Series A Preferred Stock and 1 common
stock purchase warrant, exercisable at $5.75 per share. The Company received
proceeds of $25,000 related to this issuance.
 
4. STOCKHOLDERS' EQUITY
 
     In November 1992, the Board of Directors amended the Company's Certificate
of Incorporation to increase the number of authorized common shares from 15,000
shares to 3,000,000 shares and effected a 100-for-one stock split. The Company
effectuated a 1.19688-for-one reverse stock split of its common stock in July
1993, a one-for-1.65068 stock split of its common stock in September 1994 and a
three-for-one stock split in
 
                                       F-9
54
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
 
June 1995. All common shares, common stock options and price per share
information disclosed in the financial statements and notes thereto have been
adjusted to give retroactive effect for these stock splits. The Board of
Directors amended the Company's Certificate of Incorporation to increase the
Company's authorized shares of common stock from 3,000,000 to 20,000,000.
 
     In December 1992, 9,792 shares of stock were issued for services performed
by unrelated parties. In September 1993, November 1993 and January 1994, an
additional 4,545 shares, 12,723 shares and 14,538 shares, respectively, were
issued for services performed by unrelated parties. In May and June 1995, an
additional 105,000 shares and 3,000 shares, respectively, were issued for
services performed by unrelated parties. In January 1996, an additional 6,706
shares were issued for services performed by unrelated parties. Common stock
issued for services was valued at the estimated fair value of the stock issued.
 
     In January 1993, the Company issued an aggregate 293,619 shares of its
common stock to private investors, officers and directors of the Company for the
aggregate consideration of $900,000.
 
     In September 1994, the Company sold 118,125 shares of common stock and
warrants to purchase 59,064 shares of common stock at an exercise price of $1.33
per share for an aggregate amount of $157,500.
 
     In May 1995, the Company issued an aggregate 93,750 shares of its common
stock and warrants to purchase 93,750 shares of common stock at an exercise
price of $1.33 per share to private investors, officers and directors of the
Company for an aggregate consideration of $125,000.
 
     On various dates through December 31, 1995, the Company issued an aggregate
648,723 shares of its common stock pursuant to a private placement memorandum
dated June 20, 1995 to private investors, officers and directors of the Company
for an aggregate consideration of $2,504,672, net of expenses. In connection
with the private placement, the Company authorized the issuance of warrants to
purchase 26,276 shares of common stock at an exercise price of $4.00 per share,
and 1,562 shares of common stock at an exercise price of $3.60 per share, which
expire December 14, 2000, to representatives in the offering.
 
  Stock Option Plan
 
     In 1993, the Company adopted the 1993 Stock Option Plan (the "Option
Plan"). The Option Plan provides for the grant of options to qualified employees
(including officers and directors) of the Company to purchase an aggregate of
1,500,000 shares of common stock. The Option Plan is administered by the Board
of Directors or a committee of the Board of Directors (the "Compensation
Committee") whose members are not entitled to receive options under the Option
Plan (excluding options granted exclusively for directors' fees). Options
granted under the Plan may or may not be "incentive stock options" as defined in
the Internal Revenue Code ("Incentive Options") depending upon the terms
established by the Compensation Committee at the time of grant. The exercise
price shall not be less than the fair market value of the Company's common stock
as of the date of grant (110% of the fair market value if the grant is an
Incentive Option to an employee who owns more than 10% of the Company's
outstanding common stock). Options granted under the Plan are subject to a
maximum term of 10 years.
 
                                      F-10
55
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
 
     A summary of activity for the Company's Plan, including those options
granted pursuant to the terms of certain employment and other agreements (see
Note 6), is as follows:
EXERCISE PRICE
                                                                 OPTION SHARES    RANGE PER SHARE
                                                                 -------------    ---------------
Balance, December 31, 1992...............................             --                 --
    Granted..................................................        348,036        $1.86-$2.67
    Exercised................................................             --                 --
    Cancelled................................................             --                 --
                                                                   ---------        -----------
    Balance, December 31, 1993...............................        348,036        $1.86-$2.67
    Granted..................................................         27,000        $1.33-$2.67
    Exercised................................................             --                 --
    Cancelled................................................             --                 --
                                                                   ---------        -----------
    Balance, December 31, 1994...............................        375,036        $1.33-$2.67
    Granted..................................................        937,081        $1.33-$4.00
    Exercised................................................             --                 --
    Cancelled................................................       (108,762)       $1.86-$2.67
                                                                   ---------        -----------
    Balance, December 31, 1995...............................      1,203,355        $1.33-$4.00
    Granted..................................................             --                 --
    Exercised................................................             --                 --
    Cancelled................................................             --                 --
                                                                   ---------        -----------
    Balance, March 31, 1996..................................      1,203,355        $1.33-$4.00
                                                                   =========        ===========
All of the issued and outstanding options are exercisable.
 
5. INCOME TAXES
 
     The Company's net operating loss carryforwards and deferred tax asset
account are summarized as follows:
NET OPERATING LOSS    DEFERRED TAX
                                                                        CARRYFORWARD          ASSET
                                                                     ------------------    ------------
1994..........................................................       $1,132,000          $453,000
    1995..........................................................        2,193,000           877,000
                                                                         ==========          ========
The deferred tax asset has been fully reserved by a valuation allowance of
the same amount.
 
     The net operating loss carryforwards will expire if not used by the period
from 2007 through 2010 and may be limited by United States federal tax law as a
result of future changes in ownership.
 
6. COMMITMENTS
 
Leases
 
     The Company leases office facilities in New York from a related party and
laboratory facilities in New Jersey. The lease for the laboratory facilities
includes provisions requiring the Company to pay a proportionate
 
                                      F-11
56
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
 
share of the increase in real estate taxes and operating expenses over base
period amounts. The minimum rents for the leased property for subsequent years
are as follows:
YEAR ENDING DECEMBER 31,
    --------------------------------------------------------------------------
1996......................................................................   $ 76,000
    1997......................................................................     49,000
    1998......................................................................     52,000
                                                                                 --------
                                                                                 $177,000
                                                                                 ========
Rent expense for the years ended December 31, 1994 and 1995 was $34,155 and
$35,500, respectively. For the three months ended March 31, 1995 and 1996, rent
expense was $8,265 and $20,500, respectively, and $97,955 for the period from
June 9, 1992 (inception) to March 31, 1996.
 
  Patent License Agreements
 
     In June 1992, the Company entered into a patent licensing agreement with
the ADAHF, the holder and/or the applicant for the patents for the Amorphous
Calcium Compounds ("ACC"). The agreement, as modified, grants the Company the
exclusive United States license to manufacture and sell dentifrices, chewing
gum, food and confection formulated according to the patented process in return
for royalty payments to the licensor. In November 1992, the Company entered into
an exclusive international patent licensing agreement which, as modified,
granted the Company patent license rights in Austria, Belgium, Canada, China,
Denmark, France, Germany, Greece, Ireland, Italy, Japan, Luxembourg, Monaco, the
Netherlands, Portugal, Spain, Sweden, Switzerland, Liechtenstein, Taiwan and the
United Kingdom. The grants extend to improvements in patent compounds and
utilities in dentifrices, chewing gum, food and confectionery products developed
by the ADAHF.
 
     The exclusive United States license has been granted for an initial term
from the date of the agreement until three years following the physical and
chemical stabilization of the formula in a commercially viable product, and
following the first Food and Drug Administration ("FDA") approval necessary to
market any ACC products in their commercially viable form to professionals or
the general public. The foreign license expires upon the earlier of the
termination of the United States license or the expiration of the foreign
patents licensed thereunder. The licenses are renewable in four year increments
for the life of the ACC patents subject to minimum royalty payment terms, and
transferable under certain conditions with the prior written consent of the
licensor, which consent may not be unreasonably withheld. The licenses are
subject to cancellation in the event the Company fails to comply with its terms
and conditions, including payment of royalties and other amounts due thereunder.
 
     The Company was also granted an option and right of first refusal, as
amended, for a limited license under future patents and patent applications for
ACC for all territories not included within the licensed territories under the
foreign patent license, with respect to dentifrices, chewing gum, food and
confection. Before granting such a license to third parties, the ADAHF must
first offer the license to the Company on the terms consistent with the foreign
license agreement. To the extent the ADAHF has not granted the license to a
third party due to the Company's failure to exercise its right of first refusal,
the Company has the option to receive a license in any of such territories with
the terms consistent with the foreign license agreement.
 
     In consideration for the grant of the exclusive United States license, the
Company is required to make royalty payments of four percent of net sales,
subject to minimum royalty payments of $7,000 in 1994 and each subsequent year.
In consideration for the grant of foreign patent rights, the Company is required
to pay seven percent of net sales and four percent in a joint venture and bear
the costs of prosecution of foreign patent
 
                                      F-12
57
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
 
applications. However, to the extent the ADAHF grants a foreign license to a
third party to use ACC in products other than dentifrices, chewing gum, food and
confection, then such third party must share with the Company the costs
associated with the foreign patent applications. If the Company sublicenses a
foreign patent, it will pay to the ADAHF twenty-five percent of the gross income
resulting from such sublicense actually received by the Company.
 
7. EMPLOYMENT AND CONSULTING AGREEMENTS
 
     The Company has entered into a five-year employment agreement for the
services of a Chairman of the Board of Directors and Chief Executive Officer
commencing January 1, 1994. The agreement, as amended, provides for an annual
salary of $75,000 (increasing to $175,000 upon the Company's attaining certain
levels of cash balances or earlier as mutually agreed upon), subject to
adjustment, as well as 50% of all amounts allocated by the Board of Directors to
the Company's Incentive Compensation Program, as defined below. The agreement
also provides for a lump-sum payment equal to either 2.9 or 2.5 times the
officer's annual base salary in the event of a change in control of the Company
that is opposed by the officer, depending on whether the change in control is
approved by a majority of the Board of Directors. The Company has granted this
officer an option to purchase 450,000 shares of common stock at an exercise
price of $3.00 per share.
 
     The Company has entered into an employment agreement for the services of a
President and Chief Operating Officer commencing upon the Company achieving
certain levels of cash balances. The agreement provides for an annual salary of
$150,000, subject to adjustment, as well as 15% of all amounts allocated by the
Board of Directors to the Company's Incentive Compensation Program, as defined
below. In addition, the Company has granted this individual an option to
purchase 99,000 shares of common stock as of the commencement of the term of the
employment agreement at an exercise price of $3.00 per share which expires seven
years from the date of grant. If the Company elects to terminate the agreement,
six months' severance pay including all salary and benefits is due. Prior to the
commencement of the agreement, this individual was retained on a consulting
basis for $3,000 per month plus, for the period from July 1994 through July
1995, 3,000 options per month at an exercise price of $1.33 per share. Effective
November 1, 1995, the consulting fee was increased to $4,000 per month.
 
     The Company entered into a one-year renewable consulting agreement (the
"Consulting Agreement") for assistance on all aspects of the testing and
development of the Company's products, and in obtaining all required approvals
by the FDA. During 1994 and 1995, the Company incurred fees and expenses of
approximately $69,000 and $37,000, respectively, for research and testing
performed pursuant to this agreement. In addition, the following nonqualified
stock options were issued pursuant to the Option Plan as part of the Consulting
Agreement: an option to purchase 54,381 shares of common stock effective July
22, 1993 and expiring July 21, 1998 at an exercise price of $1.86 per share and
an option to purchase 54,381 shares of common stock effective July 22, 1993 and
expiring July 21, 1998 at an exercise price of $2.67. In May 1995, the Company
entered into a three-year employment agreement with the sole owner of the entity
that holds the Consulting Agreement to become the Company's Vice President --
Product Development/Operations and Secretary. This agreement, which replaced the
Consulting Agreement, provides for annual compensation of $105,000 in the first
year, $115,000 in the second year and $125,000 in the third year, subject to
adjustment, as well as 12.5% of all amounts allocated by the Board of Directors
to the Company's Incentive Compensation Program, as defined below. The options
granted pursuant to the Consulting Agreement were cancelled pursuant to the
employment agreement and regranted to the officer at an exercise price of $1.33
per share. In addition, the Company has granted this individual an option to
purchase 90,000 shares of common stock as of the commencement of the term of the
employment agreement at an exercise price of $1.33 per share which expires seven
years from the date of grant.
 
                                      F-13
58
 
                                 ENAMELON, INC.
                         (A DEVELOPMENT STAGE COMPANY)
 
                   NOTES TO FINANCIAL STATEMENTS -- CONTINUED
 
     The Company has entered into a two-year employment agreement commencing
January 1995 for the services of a Vice-President of Technology and Clinical
Research. The agreement provides for an annual salary of $135,000, as well as 5%
of all amounts allocated by the Board of Directors to the Company's Incentive
Compensation Program. In addition, the Company has granted this individual an
option to purchase 150,000 shares of common stock at an exercise price of $1.33
per share, which expires ten years from the date of grant.
 
     The Company has established a five-year incentive compensation program (the
"Incentive Compensation Program") for certain of its officers and key employees.
The Incentive Compensation Program provides for the establishment of a yearly
pool, commencing with the effective date of a proposed initial public offering,
equal to 5% of the Company's net income before expenses pursuant to the
Incentive Compensation Program, taxes and extraordinary items ("Plan Net
Income"). For the subsequent four fiscal years, such pool shall only be
established in the event that the Company's Plan Net Income equals or exceeds by
at least 5% the Company's Plan Net Income for the prior fiscal year.
 
8. SUBSEQUENT EVENT
 
     In May 1996, the Company entered into an agreement with an underwriter in
connection with a proposed public offering of the Company's common stock. The
offering is expected to be consummated in the second or third quarter of 1996 at
a minimum offering price of $7.50 per share.
 
                                      F-14
59
 
- ------------------------------------------------------
- ------------------------------------------------------
 
     NO DEALER, SALESPERSON, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION IN CONNECTION WITH THIS OFFERING OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION
OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER
TO SELL OR SOLICITATION OF ANY OFFER TO BUY BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER TO SELL OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE
PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO, SO OR TO ANY
PERSON TO WHOM 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 TIME SUBSEQUENT TO THE DATE HEREOF.
 
     UNTIL             , 1996 ALL DEALERS EFFECTING TRANSACTIONS IN THE
REGISTERED SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE
REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF
DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO
THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
 
                            ------------------------
 
                               TABLE OF CONTENTS
PAGE
                                             -----
Prospectus Summary.........................      3
Risk Factors...............................      6
Use of Proceeds............................     13
Dividend Policy............................     13
Capitalization.............................     14
Dilution...................................     15
Selected Financial Data....................     16
Management's Discussion and Analysis of
  Financial Condition and Results
  of Operations............................     17
Business...................................     19
Management.................................     28
Principal Stockholders.....................     35
Certain Transactions.......................     35
Description of Securities..................     36
Shares Eligible for Future Sale............     38
Underwriting...............................     40
Legal Matters..............................     41
Experts....................................     41
Additional Information.....................     42
Index to Financial Statements..............    F-1
- ------------------------------------------------------
- ------------------------------------------------------

- ------------------------------------------------------
- ------------------------------------------------------
 
                                     [LOGO]
 
                                 ENAMELON, INC.
                                2,000,000 SHARES
 
                                  COMMON STOCK
                              --------------------
 
                                   PROSPECTUS
                              --------------------
                             RODMAN & RENSHAW, INC.
                                 JUNE   , 1996
 
- ------------------------------------------------------
- ------------------------------------------------------
60
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by the Registrant in connection
with the issuance and distribution of the securities being registered hereunder.
All of the amounts shown are estimates (except for the SEC and the NASD filing
fees).
SEC filing fee.................................................   $  8,758.62
        NASD, Inc. filing fee..........................................      2,800.00
        NASDAQ listing fee.............................................     20,000.00
        Transfer agent's fee...........................................      5,000.00
        Printing and engraving expenses................................    125,000.00
        Legal fees and expenses........................................    250,000.00
        Blue sky filing fees and expenses (including counsel fees).....     30,000.00
        Accounting fees and expenses...................................    100,000.00
        Miscellaneous expenses.........................................     58,441.38
                                                                          -----------
                  Total................................................   $600,000.00
                                                                          ===========
ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Under Section 145 of the Delaware General Corporation Law, the Registrant
has broad powers to indemnify its directors and officers against liabilities
they may incur in such capacities, including liabilities under the Securities
Act of 1933, as amended (the "Securities Act"). The Registrant's Bylaws provide
that the Registrant will indemnify its directors, executive officers, other
officers, employees and agents to the fullest extent permitted by Delaware law.
 
     The Registrant's Certificate of Incorporation provides for the elimination
of liability for monetary damages for breach of the directors' fiduciary duty of
care to the Registrant and its stockholders. These provisions do not eliminate
the directors' duty of care and, in appropriate circumstances, equitable
remedies such as injunctive or other forms of non-monetary relief will remain
available under Delaware law. In addition, each director will continue to be
subject to liability for breach of the director's duty of loyalty to the
Registrant, for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for any transaction from which the
director derived an improper personal benefit, and for payment of dividends or
approval of stock repurchases or redemptions that are unlawful under Delaware
law. The provision does not affect a director's responsibilities under any other
laws, such as the federal securities laws or state or federal environmental
laws.
 
     Reference is made to Section 7 of the Underwriting Agreement (Exhibit 1.1
to this Registration Statement) which provides for indemnification by the
Underwriters and their controlling persons, on the one hand, and of the
Registrant and its controlling persons on the other hand, against certain civil
liabilities, including liabilities under the Securities Act.
 
     The Registrant has applied for a director and officer liability insurance
policy, under which each director and certain officers of the Company would be
insured against certain liabilities.
 
ITEM 15.  RECENT SALE OF UNREGISTERED SECURITIES.
 
     Effective November 30, 1992, the Company effectuated a 100-for-one stock
split of its Common Stock. In July 1993, the Company effectuated a
1.19688-for-one stock split of its Common Stock. In September 1994, the Company
effectuated a one-for-1.65068 stock split of its Common Stock. In June 1995, the
Company effectuated a three-for-one stock split of its Common Stock. All of the
following information regarding the issuance of shares of the Company's Common
Stock has been adjusted, where appropriate, to
 
                                      II-1
61
 
reflect such stock splits. Since June 1992, the Registrant has sold the
following securities without registration under the Securities Act:
 
          (1) In June 1992, the Registrant sold 3,132,408 shares of its Common
     Stock in consideration of $14,400 ($.005 per share) to Dr. Steven R. Fox,
     Chairman of the Board of Directors of the Registrant. In December 1992, the
     Registrant sold an aggregate of 133,782 shares of its Common Stock to three
     persons for the aggregate consideration of $615 ($.005 per share). Eric D.
     Horodas and Richard A. Gotterer, Directors of the Registrant, each acquired
     65,259 shares of Common Stock.
 
          (2) In December 1992, the Registrant sold an aggregate of 65,268
     shares of its Common Stock to six unaffiliated persons in consideration for
     $100,000 ($1.53 per share).
 
          (3) In December 1992, the Registrant sold an aggregate of 9,792 shares
     of its Common Stock to two unaffiliated persons in consideration for
     services rendered to the Registrant valued at $29,970 ($3.06 per share).
 
          (4) In January 1993, the Registrant sold an aggregate 293,619 shares
     of its Common Stock to 58 persons for an aggregate consideration of
     $900,000 ($3.06 per share). Albert M. Goldstein, formerly a director of the
     Registrant, subscribed for and purchased 4,077 shares of the Registrant's
     Common Stock in such transaction.
 
          (5) In September 1993, the Registrant sold 4,545 shares of its Common
     Stock to one unrelated person in consideration for services rendered to the
     Registrant, valued at $16,680 ($3.66 per share).
 
          (6) In November 1993, the Registrant sold 12,723 shares of its Common
     Stock to Snow Becker Krauss P.C. in consideration for services rendered to
     the Registrant, valued at $46,685 ($3.66 per share). In January 1994, the
     Registrant sold 14,538 shares of its Common Stock to Snow Becker Krauss
     P.C. in consideration for services rendered to the Registrant, valued at
     $64,000 ($4.40 per share). In May 1995, the Registrant sold 105,000 shares
     of its Common Stock to SBK Investment Partners, a partnership consisting of
     members of Snow Becker Krauss P.C. in consideration for services rendered
     to the Registrant, valued at $139,650 ($1.33 per share).
 
          (7) In September 1994, the Registrant sold an aggregate of 118,125
     shares of its Common Stock and Warrants to purchase 59,064 shares of Common
     Stock at an exercise price of $1.33 a share to 6 unaffiliated persons, for
     an aggregate consideration of $157,500 ($1.33 per share ascribing no value
     to the Warrants).
 
          (8) In May 1995, the Registrant sold an aggregate of 93,750 shares of
     its Common Stock and Warrants to purchase 93,750 shares of Common Stock at
     an exercise price of $1.33 a share to 8 persons, for an aggregate
     consideration of $125,000 ($1.33 per share ascribing no value to the
     Warrants). Eric Horodas, a Director of the Registrant, acquired 9,375
     shares of Common Stock and 9,375 Warrants.
 
          (9) In June 1995 the Registrant sold an aggregate of 3,000 shares of
     its Common Stock to an unrelated party in consideration for services
     rendered to the Registrant, valued at $8,045 ($2.68 per share).
 
          (10) In August through December 1995, the Registrant sold an aggregate
     of 648,723 shares of its Common Stock to an aggregate of 112 unaffiliated
     persons, for an aggregate consideration of $2,594,892 ($4.00 per share).
 
          (11) In connection with the offering in 15(10) above, the Registrant
     authorized the issuance of warrants to purchase an aggregate of 26,276
     shares of Common Stock at an exercise price of $4.00 per share, and 1,562
     shares of Common Stock at an exercise price of $3.60 per share.
 
          (12) In January 1996 the Registrant sold an aggregate of 6,706 shares
     of its Common Stock to an unrelated party in consideration for services
     rendered to the Registrant, valued at $26,824 ($4.00 per share).
 
                                      II-2
62
 
          (13) In January 1996, the Registrant sold an aggregate of 500,000
     Units to an aggregate of 19 unaffiliated persons, for an aggregate
     consideration of $2,000,000 ($4.00 per Unit). Each Unit consisted of 1.103
     shares of 5% Convertible Preferred Stock and 1 Common Stock Purchase
     Warrant, exercisable at $5.75 per share.
 
          (14) In connection with the placement of the offering in 15(13) above,
     the Registrant authorized the issuance of warrants to purchase an aggregate
     of 100,000 shares of Common Stock at an exercise price of $4.80 per share,
     and 23,750 shares of Common Stock at an exercise price of $3.60 per share.
 
          (15) In April 1996, the Registrant sold an aggregate of 6,250 Units to
     an unrelated party, for an aggregate consideration of $25,000 ($4.00 per
     Unit). Each Unit consisted of 1.103 shares of 5% Convertible Preferred
     Stock and 1 Common Stock Purchase Warrant, exercisable at $5.75 per share.
 
     The issuances described in paragraphs 15(1) to 15(3), 15(5) to 15(7),
15(9), 15(11) to 15(12), and 15(14) above were made in reliance upon the
exemption from the registration requirements of the Securities Act provided by
Section 4(2) of the Securities Act for transactions by an issuer not involving a
public offering. The issuances described in paragraphs 15(4), (8), (10), (13)
and (15) above were made in reliance upon the exemption from the registration
requirements of the Securities Act for transactions by an issuer not involving a
public offering provided by Section 4(6) of the Securities Act and Regulation D
promulgated thereunder. The recipients of the securities in each of the above
transactions represented their intentions to acquire the securities for
investment only and not with a view to or a sale in connection with any
distribution thereof. Allen & Company Incorporated acted as the placement agent
for the issuances described in paragraph 15(13) above and received a fee of
100,000 warrants described in 15(14). Claremont York Capital acted as a finder
in such transaction and received 23,750 warrants as described in 15(14). No
underwriter or underwriting discount or commission was involved in any other
issuance.
 
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
 
     (a) Exhibits
 
     The following Exhibits are filed herewith and made a part hereof.
1.1   --  Form of Underwriting Agreement.
 3.1   --  Certificate of Incorporation of the Registrant, as amended.
 3.2   --  Amended and Restated By-Laws of the Registrant.
 4.1*  --  Specimen Copy of Stock Certificate for shares of Common Stock.
 4.2   --  Form of Warrant to be issued to the Representative.
 4.3   --  Form of Registration Rights Agreement between the Registrant and certain
           purchasers of Units.
 5.1   --  Securities Opinion of Snow Becker Krauss P.C.
10.1   --  Restated Patent License Agreement by and between the Registrant and the
           American Dental Association Health Foundation dated as of June 24, 1992.
10.2   --  Amendment Agreement by and between the Registrant and theAmerican Dental
           Association Health Foundation dated as of June 12, 1995.
10.3   --  Restated Foreign Patent License Agreement by and between the Registrant
           and the American Dental Association Health Foundation dated as of
           November 18, 1992.
10.4   --  The Registrant's 1993 Stock Option Plan.
10.5   --  The Registrant's Incentive Compensation Plan.
10.6   --  Employment Agreement between the Registrant and Dr. Steven R. Fox, as
           amended as of June 1, 1995.
10.7   --  Amended and Restated Employment Agreement between the Registrant and D.
           Brooks Cole dated as of June 1, 1995.
10.8   --  Employment Agreement between the Registrant and Norman Usen dated as of
           May 1, 1995.
10.9   --  Employment Agreement between the Registrant and Anthony E. Winston dated
           as of January 17, 1995.
II-3
63
10.10  --  Lease Agreement with Elaine Fox dated December 19, 1995.
10.11  --  Lease Agreement with Unum Life Insurance Company of America dated
           December 27, 1993.
10.12  --  Lease Agreement with East Brunswick Woods Associates, L.P. dated
           November 1995.
23.1   --  The consent of Snow Becker Krauss P.C. is included in Exhibit 5.1.
23.2   --  The consent of BDO Seidman, LLP, independent certified public
           accountants, is included in Part II of this Registration Statement.
24.1   --  Powers of Attorney (included on the signature page of this Registration
           Statement).
- ---------------
* To be filed by Amendment.
 
     (b) Financial Statement Schedule
 
     All other schedules have been omitted because the information to be set
forth therein is not applicable or is shown in the financial statements or the
notes thereto.
 
ITEM 17.  UNDERTAKINGS.
 
          (a) The undersigned Registrant hereby undertakes (1) to file, during
     any period in which it offers or sells securities, a post-effective
     amendment to this registration statement to:
 
             (i) include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933, as amended (the "Securities Act");
 
             (ii) reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information in the
        registration statement;
 
             (iii) 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, 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.
 
          (b) The undersigned Registrant hereby undertakes to provide to the
     underwriter at the closing specified in the underwriting agreements,
     certificates in such denominations and registered in such names as required
     by the underwriter to permit prompt delivery to each purchaser.
 
          (c) Insofar as indemnification for liabilities arising under the Act
     may be permitted to directors, officers and controlling persons of the
     Registrant pursuant to the foregoing provisions, 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 Act 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, the
     Registrant will, unless in the opinion of its 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.
 
                                      II-4
64
 
          (d) The undersigned Registrant hereby undertakes that (1) For purposes
     of determining any liability under the Securities Act, the information
     omitted from the form of prospectus filed as part of this registration
     statement in reliance upon Rule 430A and contained in a form of prospectus
     filed by the Registrant pursuant to Rule 424(b)(1), or (4) or 497(h) under
     the Securities Act as part of this registration statement as of the time it
     was declared effective.
 
          (2) For the purpose of determining any liability under the Securities
     Act, each post-effective amendment that contains a form of prospectus shall
     be deemed to be a new registration statement relating to the securities
     offered therein, and that offering of such securities at that time shall be
     deemed the initial bona fide offering thereof.
 
                                      II-5
65
 
                                   SIGNATURES
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF YONKERS, STATE OF NEW
YORK, ON THE 19TH DAY OF JUNE 1996.
 
                                          ENAMELON, INC.
 
                                      By:        /s/  DR. STEVEN R. FOX
                                          --------------------------------------
                                                   (DR. STEVEN R. FOX,
                                           CHAIRMAN OF THE BOARD OF DIRECTORS,
                                          CHIEF EXECUTIVE OFFICER AND TREASURER)
 
                               POWER OF ATTORNEY
 
     EACH OF THE UNDERSIGNED HEREBY AUTHORIZES DR. STEVEN R. FOX AS HIS
ATTORNEY-IN-FACT TO EXECUTE IN THE NAME OF EACH SUCH PERSON AND TO FILE SUCH
AMENDMENTS (INCLUDING POST-EFFECTIVE AMENDMENTS) TO THIS REGISTRATION STATEMENT
AS THE REGISTRANT DEEMS APPROPRIATE AND APPOINTS SUCH PERSON AS ATTORNEY-IN-FACT
TO SIGN ON HIS BEHALF INDIVIDUALLY AND IN EACH CAPACITY STATED BELOW AND TO FILE
ALL AMENDMENTS, EXHIBITS, SUPPLEMENTS AND POST-EFFECTIVE AMENDMENTS TO THIS
REGISTRATION STATEMENT.
 
     PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES STATED:
SIGNATURE                                   TITLE                     DATE
- ------------------------------------------  ---------------------------------------------------
/s/  DR. STEVEN R. FOX            Chairman of the Board of Directors,   June 19, 1996
- ------------------------------------------    Chief Executive Officer and
           (DR. STEVEN R. FOX)                Treasurer (Principal Executive
                                              Officer and Principal Financial and
                                              Accounting Officer)

         /s/  DR. BERT D. GASTER            Director                              June 19, 1996
- ------------------------------------------
           (DR. BERT D. GASTER)

         /s/  RICHARD A. GOTTERER           Director                              June 19, 1996
- ------------------------------------------
          (RICHARD A. GOTTERER)

           /s/  ERIC D. HORODAS             Director                              June 19, 1996
- ------------------------------------------
            (ERIC D. HORODAS)

          /s/  DR. S.N. BHASKAR             Director                              June 19, 1996
- ------------------------------------------
            (DR. S.N. BHASKAR)
II-6
66
 
                               CONSENT OF COUNSEL
 
     The consent of Snow Becker Krauss P.C. is contained in its opinion which
was filed as Exhibit 5.1 to this Registration Statement.
 
                                      II-7
67
 
              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
     We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement of our report dated April 5, 1996, relating to the
financial statements of Enamelon, Inc., which is contained in that Prospectus.
 
     We also consent to the reference to us under the caption "Experts" in the
Prospectus.
 
                                          BDO SEIDMAN, LLP
 
New York, New York
 
June 19, 1996
 
                                      II-8
68
 
                               INDEX TO EXHIBITS
SEQUENTIALLY
                                                                              NUMBERED
 EXHIBIT                            DESCRIPTION                                 PAGE
- ---------- --------------------------------------------------------------   ------------
1.1   --  Form of Underwriting Agreement.
 3.1   --  Certificate of Incorporation of the Registrant, as amended.
 3.2   --  Amended and Restated By-Laws of the Registrant.
 4.1*  --  Specimen Copy of Stock Certificate for shares of Common Stock.
 4.2   --  Form of Warrant to be issued to the Representative.
 4.3   --  Form of Registration Rights Agreement between the Registrant
           and certain purchasers of Units.
 5.1   --  Securities Opinion of Snow Becker Krauss P.C.
10.1   --  Restated Patent License Agreement by and between the
           Registrant and the American Dental Association Health
           Foundation dated as of June 24, 1992.
10.2   --  Amendment Agreement by and between the Registrant and
           theAmerican Dental Association Health Foundation dated as of
           June 12, 1995.
10.3   --  Restated Foreign Patent License Agreement by and between the
           Registrant and the American Dental Association Health
           Foundation dated as of November 18, 1992.
10.4   --  The Registrant's 1993 Stock Option Plan.
10.5   --  The Registrant's Incentive Compensation Plan.
10.6   --  Employment Agreement between the Registrant and Dr. Steven R.
           Fox, as amended as of June 1, 1995.
10.7   --  Amended and Restated Employment Agreement between the
           Registrant and D. Brooks Cole dated as of June 1, 1995.
10.8   --  Employment Agreement between the Registrant and Norman Usen
           dated as of May 1, 1995.
10.9   --  Employment Agreement between the Registrant and Anthony
           Winston dated as of January 17, 1995.
10.10  --  Lease Agreement with Elaine Fox dated December 19, 1995.
10.11  --  Lease Agreement with Unum Life Insurance Company of America
           dated December 27, 1993.
10.12  --  Lease Agreement with East Brunswick Woods Associates, L.P.
           dated
           November 1995.
23.1   --  The consent of Snow Becker Krauss P.C. is included in Exhibit
           5.1.
23.2   --  The consent of BDO Seidman, LLP, independent certified public
           accountants, is included in Part II of this Registration
           Statement.
24.1   --  Powers of Attorney (included on the signature page of this
           Registration Statement).
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* To be filed by Amendment.