-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, q3AuDZk3SgWd4UxZtL99pn8zJZR4Tp56XFiSDPsfnqfFGZIlR/z38MI/61rJ2en1 o9n10yIxw9AkCfnxAPJLhQ== 0000950110-95-000446.txt : 19950616 0000950110-95-000446.hdr.sgml : 19950616 ACCESSION NUMBER: 0000950110-95-000446 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950615 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIO TECHNOLOGY GENERAL CORP CENTRAL INDEX KEY: 0000722104 STANDARD INDUSTRIAL CLASSIFICATION: MEDICINAL CHEMICALS & BOTANICAL PRODUCTS [2833] IRS NUMBER: 133033811 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-83902 FILM NUMBER: 95547375 BUSINESS ADDRESS: STREET 1: 70 WOOD AVENUE SOUTH CITY: ISELIN STATE: NJ ZIP: 08830 BUSINESS PHONE: 9086328800 MAIL ADDRESS: STREET 1: 70 WOOD AVENUE SOUTH CITY: ISELIN STATE: NJ ZIP: 08830 424B3 1 PROSPECTUS SUPPLEMENT SUPPLEMENT DATED JUNE 14, 1995 To Prospectus, Dated January 13, 1995, of BIO-TECHNOLOGY GENERAL CORP. 6,206,250 Warrants to purchase shares of Common Stock at a purchase price of $5.49 per share 6,206,250 shares of Common Stock issuable upon exercise of Warrants The following supplements the information contained in the attached Prospectus of Bio-Technology General Corp., dated January 13, 1995: Page 26 - DESCRIPTION OF CAPITAL STOCK The Warrants provide that if the Company enters into a Sale Transaction (as hereinafter defined) at a price per share of the Company's Common Stock less than $6.59 (adjusted for any stock splits, stock dividends or similar actions), the exercise price of the Warrants will be automatically reduced to a price per share of the Company's Common Stock equal to the difference between the Sale Price (as hereinafter defined) and $1.10 (adjusted for any stock splits, stock dividends or similar actions). For purposes hereof, the term "Sale Transaction" shall mean (i) the execution by the Company of a definitive merger agreement pursuant to which the outstanding shares of the Company's Common Stock will be converted into the right to receive cash, (ii) the execution by the Company of a definitive asset purchase agreement pursuant to which the Company proposes to sell substantially all its assets for cash, securities or a combination thereof and thereafter to distribute such consideration to the Company's stockholders, or (iii) a third party commences a cash tender offer for all of the Company's outstanding Common Stock. For purposes hereof, the term Sale Price shall mean (i) in the case of a merger, the cash offered per share of the Company's Common Stock, (ii) in the case of an asset sale, the fair market value of the consideration to be distributed to the Company's stockholders and (iii) in the case of a cash tender offer, the amount of cash offered. Page 27 - SELLING SECURITY HOLDERS The Company has been informed that after the date of the Prospectus D. Blech & Company, Inc. transferred its Warrants to Biotechnology Investment Group, L.L.C. in a transaction exempt from registration under the Securities Act. As a result of such transfer, D. Blech & Company, Inc. should be removed from the list of Selling Security Holders and Biotechnology Investment Group, L.L.C. should be added to the Selling Security Holder list as follows:
Number of Number of Shares of Shares of Number of Number of Common Stock Common Stock Warrants Warrants Selling Beneficially Registered Beneficially Registered Security Holder Owned(1) Herein(2) Owned(3) Herein(3) - --------------- ------------ ------------ ------------ ----------- Biotechnology Investment Group, L.L.C.(f) 1,814,432 562,500 562,500 562,500 - ------------- (f) Beneficial ownership includes 30,575 shares of Common Stock issuable upon the exercise of warrants issued in the December Private Placement, and 813,333 and 406,666 shares of Common Stock issuable upon the exercise of warrants with exercise prices of $4.92 and $9.84, respectively, that were issued by Gynex and which were converted into warrants to purchase shares of Common Stock of the Company upon the merger of Gynex with and into BTG Pharmaceuticals Corp., a wholly owned subsidiary of the Company.
Subsequent to the date of the Prospectus, David Blech, the sole shareholder of D. Blech & Company, Inc., filed a Schedule 13D which indicates that he beneficially owns less than 5% of the Company's Common Stock and that he "understands or has reason to believe that substantially all of the shares of Common Stock beneficially owned by various trusts for the benefit of [David Blech] were sold either voluntarily or pursuant to margin calls or similar creditor claims during the period beginning April 1994 and ending November 1994."
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