-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HHNoPoYk2779PDpYmoDGjfPtxiAkyORbHtrzLuSpGK8bAdurzu0TqlnHo2IP+ptW ZaRB7UW8JOFfiI1spgo6pA== 0000950152-98-000503.txt : 19980128 0000950152-98-000503.hdr.sgml : 19980128 ACCESSION NUMBER: 0000950152-98-000503 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980127 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: NCS HEALTHCARE INC CENTRAL INDEX KEY: 0001004990 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-DRUG STORES AND PROPRIETARY STORES [5912] IRS NUMBER: 341816187 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-35551 FILM NUMBER: 98514487 BUSINESS ADDRESS: STREET 1: 3201 ENTERPRISE PKWY STREET 2: STE 2200 CITY: BEACHWOOD STATE: OH ZIP: 44122 MAIL ADDRESS: STREET 1: 1400 MCDONALD INVESTMENT CENTER STREET 2: 800 SUPERIOR AVE CITY: CLEVELAND STATE: OH ZIP: 44114 424B3 1 NCS HEALTHCARE, INC. 424(B)(3) 1 FILED PURSUANT TO RULE 424(b)(3) REGISTRATION NO. 333-35551 PROSPECTUS SUPPLEMENT (To Prospectus dated October 14, 1997) NCS HEALTHCARE, INC. $100,000,000 Principal Amount of 5 3/4% Convertible Subordinated Debentures due 2004 and 3,058,103 Shares of Class A Common Stock, par value $.01 per share, Issuable Upon Conversion Thereof This Prospectus Supplement (the "Supplement") relates to the resale, pursuant to the Company's Registration Statement on Form S-3 (Commission File No. 333-35551) (the "Registration Statement"), by the selling securityholders named herein under the heading "Selling Securityholders" (the "Selling Securityholders"), of (i) up to $18,785,000 aggregate principal amount of 5 3/4% Convertible Subordinated Debentures due 2004 (the "Debentures") of NCS HealthCare, Inc., a Delaware corporation (the "Company"), originally issued in a private placement consummated on August 13, 1997 and (ii) up to 574,464 shares of the Class A Common Stock, par value $.01 per share (the "Class A Common Stock") of the Company (and such indeterminate number of additional shares as may be issued pursuant to anti-dilution adjustments) which are initially issuable upon conversion of the Debentures by any holders of Debentures that did not purchase the Debentures under the Registration Statement of which this Supplement is part. This Supplement should be read in conjunction with the Prospectus, dated October 14, 1997, to be delivered with this Supplement. All capitalized terms used but not defined in this Supplement shall have the meanings given them in the Prospectus. The Class A Common Stock of the Company is traded on The Nasdaq Stock Market's National Market System under the symbol "NCSS." On January 16, 1998, the closing price of the Class A Common Stock as reported by Nasdaq was $26.50 per share. The Debentures are unsecured obligations of the Company and are subordinate to all present and future Senior Indebtedness of the Company. At January 22, 1998, Senior Indebtedness was approximately $1.0 million. The Indenture contains no limitations on the incurrence of additional indebtedness or other liabilities by the Company or its subsidiaries. The Debentures are neither listed on a national securities exchange nor quoted on an automated quotation system. However, the Debentures are eligible for trading in the Private Offerings, Resales and Trading through Automated Linkages ("PORTAL") Market. Debentures sold pursuant to the Registration Statement will no longer be eligible for trading in the PORTAL Market. SELLING SECURITYHOLDERS The following table sets forth information concerning the aggregate principal amount of Debentures beneficially owned by each Selling Securityholder, as of January 13, 1998, and the number of shares of Class A Common Stock issuable upon conversion of Debentures held thereby, which may be offered from time to time pursuant to this Supplement. Other than their ownership of the Company's securities, none of the Selling Securityholders has had any material relationship with the Company within the past three years other than Smith Barney Inc. which, during such period has acted as an Initial Purchaser, financing advisor and underwriter for the Company. The table below has been prepared on the basis of information furnished to the Company by DTC and/or by or on behalf of the Selling Securityholders. Additional information concerning the Selling Securityholders may be set forth from time to time in additional supplements to the Prospectus. Any or all of the Debentures or shares of Class A Common Stock listed below may be offered for sale by the Selling Securityholders from time to time. 2
UNDERLYING TOTAL SHARES OF CLASS UNDERLYING A COMMON STOCK OR SHARES OF CLASS PRINCIPAL AMOUNT ADDITIONAL A COMMON STOCK PERCENTAGE OF OF DEBENTURES TOTAL PERCENTAGE OF SHARES OF CLASS OR ADDITIONAL CLASS A COMMON BENEFICIALLY PRINCIPAL AMOUNT DEBENTURES A COMMON SHARES OF CLASS STOCK OWNED THAT MAY OF DEBENTURES OUTSTANDING STOCK THAT MAY A COMMON STOCK OUTSTANDING BE SOLD PURSUANT BENEFICIALLY OWNED AFTER BE SOLD OWNED BY AFTER TO THIS OWNED BY SELLING COMPLETION OF PURSUANT TO THIS SELLING COMPLETION OF NAME (1) SUPPLEMENT (2) SECURITYHOLDER THE OFFERING SUPPLEMENT (3) SECURITYHOLDER THE OFFERING (4) - ----------------- ---------------- ------------------ ------------- ------------------ ----------------- ----------------- AAM/Zazove Institutional Income Fund, L.P. $ 800,000 $ 1,400,000 * % 24,464 42,813 * % Bennett, Joy 40,000 40,000 * 1,223 1,223 * Credit Suisse First Boston Corporation 695,000 695,000 * 21,253 21,253 * Forest Fulcrum Fund LP 1,680,000 3,420,000 3.4 51,376 104,587 * Forest Global Convertible Fund Series A-5 1,900,000 2,950,000 3.0 58,103 90,214 * Forest Global Convertible Fund Series B-2 155,000 155,000 * 4,740 4,740 * Forest Global Convertible Fund Series B-3 75,000 75,000 * 2,293 2,293 * Forest Global Convertible Fund Series B-5 275,000 275,000 * 8,409 8,409 * Fox Family Foundation 125,000 125,000 * 3,822 3,822 * Fox Family Portfolio Partnership 250,000 250,000 * 7,645 7,645 * Hendler, Florence 60,000 60,000 * 1,834 1,834 * LLT Limited 540,000 750,000 * 16,513 22,935 * McMahan Securities Co., L.P. 500,000 500,000 * 15,290 15,290 * Smith Barney Inc. 10,290,000 12,515,000 12.5 314,678 382,721 3.0
3
UNDERLYING TOTAL SHARES OF CLASS UNDERLYING A COMMON STOCK OR SHARES OF CLASS PRINCIPAL AMOUNT ADDITIONAL A COMMON STOCK PERCENTAGE OF OF DEBENTURES TOTAL PERCENTAGE OF SHARES OF CLASS OR ADDITIONAL CLASS A COMMON BENEFICIALLY PRINCIPAL AMOUNT DEBENTURES A COMMON SHARES OF CLASS STOCK OWNED THAT MAY OF DEBENTURES OUTSTANDING STOCK THAT MAY A COMMON STOCK OUTSTANDING BE SOLD PURSUANT BENEFICIALLY OWNED AFTER BE SOLD OWNED BY AFTER TO THIS OWNED BY SELLING COMPLETION OF PURSUANT TO THIS SELLING COMPLETION OF NAME (1) SUPPLEMENT (2) SECURITYHOLDER THE OFFERING SUPPLEMENT (3) SECURITYHOLDER THE OFFERING (4) - ----------------- ---------------- ------------------ ------------- ------------------ ----------------- ----------------- St. Albans Partners Ltd. 1,000,000 1,000,000 1.0 30,581 30,581 * Van Kampen American Capital Convertible Securities Fund 400,000 400,000 * 12,232 12,232 *
- -------------- * Less than 1% (1) The information regarding the Selling Securityholders and the amount of Debentures held by them as set forth herein is as of January 12, 1998, and will be updated as required. (2) At least $7,655,000 principal amount of Debentures covered by this Prospectus Supplement were held by Selling Securityholders named in the Prospectus dated October 14, 1997, but were subsequently acquired by one or more of the Selling Securityholders named herein. (3) Assumes conversion of the full amount of Debentures held by such holder at the initial rate of $32.70 in principal amount of Debentures per share of Class A Common Stock. The conversion rate and the number of shares of Class A Common Stock issuable upon conversion of the Debentures is subject to adjustment under certain circumstances. See "Description of Debentures -- Conversion Rights." Accordingly, the number of shares of Common Stock issuable upon conversion of the Debentures may increase or decrease from time to time. Under the terms of the Indenture, fractional shares will not be issued upon conversion of the Debentures; cash will be paid in lieu of fractional shares, if any. (4) Based upon 12,344,870 shares of Class A Common Stock outstanding as of January 16, 1998, treating as outstanding the total number of shares of Class A Common Stock shown as being issuable upon the assumed conversion by the named Selling Securityholder of the full amount of such Selling Securityholder's Debentures but not assuming the conversion of the Debentures of any other Selling Securityholder. The date of this Prospectus Supplement is January 27, 1998. -----END PRIVACY-ENHANCED MESSAGE-----