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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





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AMENDMENT NO. 1





FORM 10-KSB/A


(Mark One)


|x |  | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ------------------------------------------------------------------------------




| |  | For the fiscal year ended December 31, 2001
| |  | -------------------------------------------




OR





| ̈ |  | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------




| |  | For the transition period from
 to
| |  | ----------------------------------




Commission file number 0-19724





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PROTEIN POLYMER TECHNOLOGIES, INC.


(Exact name of small business issuer as
specified in its charter)








Delaware

33-0311631(State or Other Jurisdiction of Incorporation or
Organization)

(IRS Employer Identification No.)





10655 Sorrento Valley Road, San Diego, CA 92121


(Address of Principal Executive Offices)





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Issuers Telephone Number:


(858) 558-6064





Securities registered pursuant to Section 12(b) of the Act:





None





Securities registered pursuant to Section 12(g) of the Act:





Common Stock


(Title of Class)





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Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the
past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x  No  ̈





Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation S-B contained herein, and no disclosure will be contained, to the best of the registrants
knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  ̈





The issuers revenues for the most recent fiscal year were $830,062.





The aggregate market value of the voting stock held by non-affiliates of the issuer on March 11, 2002 was $10,052,915.





State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: As of March
11, 2002, 25,700,650 shares of common stock were outstanding.





DOCUMENTS INCORPORATED BY REFERENCE:





Definitive Proxy Statement to be filed no later than April 30, 2002 pursuant to Regulation 14A with respect to the Registrants 2002 Annual Meeting
of Stockholders (incorporated by reference in Part III).


Transitional Small Business Disclosure Format: Yes  ̈ No  x





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Explanatory Note





This Amendment No. 1 to Protein Polymer Technologies, Inc.'s Annual Report on Form
10-KSB for the year ended December 31, 2001 amends Item 13 and Exhibits 10.38, 10.39, 10.40
and 10.41 to update Item 13(a)(3) and revise Exhibits 10.38, 10.39, 10.40 and 10.41 to
disclose additional portions of the exhibits for which we had originally requested
confidential treatment.





Except as noted herein, Protein Polymer Technologies, Inc.'s December 31, 2001 Annual
Report on Form 10-KSB remains as originally filed with the Securities and Exchange
Commission on March 18, 2002.








Item 13.Exhibits, Financial Statements and Reports on
Form 8-K





(a)(1) and (2)  Financial Statements and Schedules





The Financial Statements are incorporated herein as a part of Item 7.





(a)(3)  Exhibits





The following documents are included
or incorporated by reference:





Exhibit Number

Description3.1(6)

Certificate of Incorporation of the Company, as amended3.1.1(13)

Certificate of Designation of Series E Convertible Preferred Stock.3.1.2(13)

Certificate of Designation of Series F Convertible Preferred Stock.3.1.3(14)(18)

Certificate of Designation of Series G Convertible Preferred Stock.3.1.4

Certificate of Designation of Series H Convertible Preferred Stock.3.2(6)

Bylaws of the Company, as amended.10.1(1)

1989 Stock Option Plan, together with forms of Incentive Stock Option Agreement and Nonstatutory Option Agreement.10.2(4)

1992 Stock Option Plan of the Company, together with forms of Incentive Stock Option Agreement and Nonstatutory Option
Agreement.10.3(1)

Form of Employees Proprietary Information and Inventions Agreement.10.4(1)

Form of Consulting Agreement.10.5(1)

Form of Indemnification Agreement.10.6(4)

License Agreement, dated as of April 15, 1992, between the Board of Trustees of the Leland Stanford Junior University and the
Company.10.7(6)

Amended and Restated Registration Rights Agreement dated September 14, 1995, among the Company and the holders of its Series D
Preferred Stock.




2


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Exhibit Number

Description10.8(6)

Securities Purchase Agreement related to the sale of the Companys Series D Preferred Stock.10.9(7)

Letter Agreement dated as of October 4, 1996 between the Company and MBF I, LLC (MBF) relating to the provision of
consulting and advisory services.10.10(7)

Form of Warrant with respect to a warrant for 50,000 shares issued to MBF, and to be used with respect to additional warrants
which may be issued to MBF.10.11(7)

Registration Rights Agreement dated as of October 4, 1996 between the Company and MBF.10.12(7)

Securities Purchase Agreement dated as of January 6, 1997 among the Company and the investors named therein relating to the sale
and purchase of 1,904,000 shares of the Companys common stock.10.13(8)

Lease, with exhibits, dated March 1, 1996 between the Company and Sycamore/San Diego Investors.10.14(8)

Second Amendment to Lease between the Company and Sycamore/San Diego Investors, dated March 1, 1996.10.15(8)

1996 Non-Employee Directors Stock Option Plan.10.16(9)

Stockholder Protection Agreement, dated August 22, 1997, between the Company and Continental Stock Transfer & Trust Company
as rights agent.10.17(10)

Employee Stock Purchase Plan, together with Form of Stock Purchase Agreement.10.18(10)

Lease, with rider and exhibits, dated April 13, 1998, between the Company and Sycamore/San Diego Investors10.19(12)

First Amendment to Stockholder Protection Agreement dated April 24, 1998, between the Company and Continental Stock Transfer
& Trust Company as rights agent.10.20(13)

Securities Purchase Agreement related to the sale of the Companys Series E Convertible Preferred Stock dated as of April
13, 1998 among the Company and Investors named therein related to the purchase of 54,437.50 shares of Series E Preferred Stock.10.21(13)

Form of First Warrants to purchase Common Stock related to the sale of the Companys Series E Preferred Stock.10.22(13)

Form of Second Warrants to purchase Common Stock related to the sale of the Companys Series E Preferred Stock.10.23(13)

Letter of Agreement dated April 13, 1998 between the Company and Johnson & Johnson Development Corporation for the exchange
of up to 27,317 shares of Series D Preferred Stock for a like number of shares of Series F Preferred Stock.10.24(14)

Securities Purchase Agreement related to the sale of the Companys Series G Convertible Preferred Stock




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Exhibit Number

Description10.25(14)

Form of Warrant to Purchase Common Stock issued in connection with the Series G Preferred Stock10.26(14)

Second Amendment to Stockholder Protection Agreement, dated July 26, 1999 between the Company and Continental Stock Transfer and
Trust Company as rights agent10.27(15)**

License and Development Agreement dated as of January 26, 2000 between the Company and Prospectivepiercing Limited, to be known
as Femcare Urology Limited.10.28(15)**

Supply Agreement dated as of January 26, 2000 between the Company and Femcare Urology Limited.10.29(15)**

Escrow Agreement dated as of January 26, 2000 between the Company and Femcare Urology Limited.


10.30(15)

Employment Agreement, dated as of February 17, 2000, between the Company and J. Thomas Parmeter.10.31(15)

Employment Agreement, dated as of February 17, 2000, between the Company and John E. Flowers.10.32(15)

Employment Agreement, dated as of February 17, 2000, between the Company and Joseph Cappello.10.33(15)

Employment Agreement, dated as of February 17, 2000, between the Company and Franco A. Ferrari.10.34(15)

License Agreement dated as of February 18, 2000 between the Company and Sanyo Chemical Industries, Ltd.10.35(16)**

License Agreement dated December 21, 2000 between the Company and Genencor International, Inc.10.36(16)

Form of Warrant to Purchase Common Stock issued in connection with License Agreement between the Company and Genencor
International, Inc.10.37(17)

Securities Purchase Agreement related to the sale of the Companys Series H Preferred Stock.10.38**

Founder Stock Purchase Agreement dated April 12, 2001 between the Company and Spine Wave, Inc.10.39**

License Agreement dated April 12, 2001 between the Company and Spine Wave, Inc.10.40**

Escrow Agreement dated April 12, 2001 between the Company and Spine Wave, Inc.10.41**

Supply and Services Agreement dated April 12, 2001 between the Company and Spine Wave, Inc.10.42(18)

Amendment, dated as of February 17, 2000, to Employment Agreements shown above as exhibits 10.30, 10.31, 10.32 and 10.33




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Exhibit Number

Description23.1(18)

Consent of Peterson & Co., Independent Auditors23.2(18)

Consent of Ernst & Young LLP, Independent Auditors




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|(1) |  | Incorporated by reference to the Companys Registration Statement on Form S-1 (No. 33-43875) filed with the Commission on November 12, 1991, as amended by Amendments Nos.
1, 2, 3 and 4 thereto filed on November 25, 1991, December 23, 1991, January 17, 1992 and January 21, 1992, respectively.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Incorporated by reference to Registrants Report on Form 10-Q for the quarter ended March 31, 1992, as filed with the Commission on May 14, 1992.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | Incorporated by reference to Registrants Report on Form 10-Q for the quarter ended September 30, 1992, as filed with the Commission on November 13, 1992.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | Incorporated by reference to Registrants Report on Form 10-K for the fiscal year ended December 31, 1992, as filed with the Commission on March 31, 1993.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) |  | Incorporated by reference to Registrants Report on Form 10-KSB for the fiscal year ended December 31, 1994, as filed with the Commission on March 30, 1995.
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|(6) |  | Incorporated by reference to Registrants Report on Form 10-Q for the quarter ended September 30, 1995, as filed with the Commission on October 24, 1995.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Incorporated by reference to Registrants current Report on Form 8-K, as filed with the Commission on January 7, 1997.
|--- |  | ----------------------------------------------------------------------------------------------------------------------

|(8) |  | Incorporated by reference to Registrants Report on Form 10-KSB for the fiscal year ended December 31, 1996, as filed with the Commission on March 27, 1997.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | Incorporated by reference to Registrants Current Report on Form 8-K, as filed with the Commission on August 27, 1997.
|--- |  | ----------------------------------------------------------------------------------------------------------------------

|(10) |  | Incorporated by reference to Registrants Report on Form 10-KSB for the fiscal year ended December 31, 1997, as filed with the Commission on April 9, 1998.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) |  | Incorporated by reference to Registrants Report on Form 10-Q for the quarter ended March 31, 1998, as filed with the Commission on May 14, 1998.
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------

|(12) |  | Incorporated by reference to Registrants Report on Form 10-Q for the quarter ended June 30, 1998, as filed with the Commission on August 13, 1998.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

|(13) |  | Incorporated by reference to Registrants Report on Form 10-KSB for the fiscal year ended December 31, 1998, as filed with the Commission on April 9, 1999.
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

|(14) |  | Incorporated by reference to Registrants Report on Form 10-Q for the quarter ended September 30, 1999, as filed with the Commission on November 12, 1999.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) |  | Incorporated by reference to Registrants Report on Form 10-KSB for the fiscal year ended December 31, 1999, as filed with the Commission on March 24, 2000.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(16) |  | Incorporated by reference to Registrants Report on Form 10-KSB for the fiscal year ended December 31, 2000, as filed with the Commission on February 22, 2001.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|(17) |  | Incorporated by reference to Registrants Report on Form 10-QSB for the quarter ended September 30, 2001, as filed with the Commission on November 14, 2001.
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------
|(18) |  | Incorporated by reference to Registrants Report on Form 10-KSB for the fiscal year ended December 31, 2001, as filed with the Commission on March 18, 2002.
|**   |  | Portions of this document have been redacted pursuant to a Request for Confidential Treatment
filed with the Commission.                                    




(b)  Reports on Form 8-K.





No reports on Form 8-K were filed during the last quarter of the period covered by this report.




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SIGNATURE





In accordance with Section 13 or 15(d) of the Exchange Act, the registrant has caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized.





PROTEIN POLYMER TECHNOLOGIES, INC.By:

/s/    J. THOMAS PARMETERJ. Thomas Parmeter Chairman of the Board,
Chief Executive Officer, President





March 5, 2003







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EXHIBIT INDEX





|Exhibit Number |  | Description                                                                                   
|-------------- |  | ----------------------------------------------------------------------------------------------
|10.38**        |  | Founder Stock Purchase Agreement dated April 12, 2001 between the Company and Spine Wave, Inc.
|              
|10.39**        |  | License Agreement dated April 12, 2001 between the Company and Spine Wave, Inc.               
|              
|10.40**        |  | Escrow Agreement dated April 12, 2001 between the Company and Spine Wave, Inc.                
|              
|10.41**        |  | Supply and Services Agreement dated April 12, 2001 between the Company and Spine Wave, Inc.   
|              
|               |  |                                                                                               

|** | Portions of this document have been redacted pursuant to a Request for Confidential Treatment
filed with the Securities and Exchange Commission.
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------







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