-----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, C2qMwiejP8LvhLppG3+ozCdZffkHFHiZt91qfAQ6BSAmyyL//5PTI0P2DfneFiGH 7gBpTE0uBgB3Wg1ZBYuCGQ== 0000921895-99-000302.txt : 19990505 0000921895-99-000302.hdr.sgml : 19990505 ACCESSION NUMBER: 0000921895-99-000302 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHEFFIELD PHARMACEUTICALS INC CENTRAL INDEX KEY: 0000894158 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 133808303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 033-95732 FILM NUMBER: 99609819 BUSINESS ADDRESS: STREET 1: 425 WOODSMILL RD CITY: ST LOUIS STATE: MO ZIP: 63017 BUSINESS PHONE: 3145799899 MAIL ADDRESS: STREET 1: 425 WOODSMILL RD CITY: ST LOUIS STATE: MO ZIP: 63017 FORMER COMPANY: FORMER CONFORMED NAME: SHEFFIELD MEDICAL TECHNOLOGIES INC DATE OF NAME CHANGE: 19940606 424B3 1 PROSPECTUS SUPPLEMENT RULE 424(b)(3) FILE NO. 33-95732 SHEFFIELD PHARMACEUTICALS, INC. SUPPLEMENT NO. 1 DATED MAY 4, 1999 TO PROSPECTUS DATED SEPTEMBER 6, 1995 As a result of adjustments in the number of shares issuable upon exercise of warrants held by certain Selling Stockholders in accordance with applicable anti-dilution provisions and the transfer of certain options, the cover page of the Prospectus dated September 6, 1995 (the "Prospectus") and the table of Selling Stockholders in the Selling Stockholders section of the Prospectus are hereby supplemented and amended as follows: (a) The cover page of the Prospectus is amended to provide that the total number of shares of Common Stock being offered by Selling Stockholders has been reduced from 5,102,724 shares to 1,756,725 shares. (b) The Selling Stockholders table on page 12 of the Prospectus is amended and restated in its entirety as follows:
Shares Beneficially Shares to be Shares Beneficially Owned Prior to Sold in Owned After Offering(1)(2) Offering Offering(3) ----------------------------- ----------------- -------------------------- NAME(1) NUMBER PERCENT NUMBER PERCENT - ------- ------ ------- ------ ------- SMT Investment Partnership 191,000(4) * 191,000 0 --- The Fort Hill Group, Inc. 30,000(5) * 30,000 0 --- Global Equities 37,500(6) * 37,500 0 --- Kerry Nagle 45,000(7) * 45,000 0 --- Chan Koo Chung 15,000(8) * 15,000 0 --- Monica Koechin 400,000(9) 1.5% 400,000 0 --- John Casey 18,750(10) * 18,750 0 --- Lommen Family Trust 12,000(11) * 12,000 0 --- Kelly Family Trust 10,500(12) * 10,500 0 --- Larry Peery 4,500(13) * 4,500 0 --- John P. Boesel 58,125(14) * 58,125 0 --- George D. Anderson 18,750(15) * 18,750 0 --- Gabiano, Inc. 12,000(16) * 12,000 0 --- Schlegel Investment Co. Money Investment Plan 15,000(17) * 15,000 0 --- Keith V. Denner 15,000(18) * 15,000 0 --- Gloria Iorio 9,600(19) * 9,600 0 --- Thomas R. Reardon 15,000(20) * 15,000 0 --- Eugene J. O'Neill 24,000(21) * 24,000 0 --- XPER International Ltd. 10,000(22) * 10,000 0 --- Global Gestion 196,000(23) * 196,000 0 ---
Shares Beneficially Shares to be Shares Beneficially Owned Prior to Sold in Owned After Offering(1)(2) Offering Offering(3) ----------------------------- ----------------- -------------------------- Arab Petroleum Investment Corp. 500,000(24) 1.8% 500,000 0 --- Edward C. Rubatino 12,500(25) * 12,500 0 --- JDW Irrevocable Trust 25,000(26) * 25,000 0 --- John G. Cage 14,000(27) * 14,000 0 --- Karen Blandini 5,000(28) * 5,000 0 --- Kossert Enterprises 12,500(29) * 12,500 0 --- Les Schultz 25,000(30) * 25,000 0 --- Ward T. Bell 5,000(31) * 5,000 0 --- John Schroeder 17,500(32) * 17,500 0 --- James Allen 2,500(33) * 2,500 0 --- Al Yee 2,500(33) * 2,500 0 --- James Desmond 13,700(34) * 13,700 0 ---
- -------------------------------------- * Less than 1%. (1) The persons named in the table, to the Company's knowledge, have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to community property laws where applicable and the information contained in the footnotes hereunder. (2) Determined in accordance with Rule 13-3(d) of the Exchange Act of 1934. (3) Assumes all shares of Common Stock offered hereby are sold pursuant to the registration statement of which the prospectus constitutes a part. (4) Represents shares issuable upon exercise of stock purchase warrants. SMT has the right upon exercise of warrant issued by the Company to SMT, to acquire up to 191,000 shares of Common Stock. (5) Represents shares issuable upon exercise of certain stock purchase warrants. The Fort Hill Group, Inc. is a former financial advisor to the Company. (6) Includes 32,500 shares issuable upon exercise of certain stock purchase warrants. (7) Includes 15,000 shares of Common Stock issuable upon exercise of PP Unit Warrants. (8) Includes 5,000 shares of Common Stock issuable upon exercise of PP Unit Warrants. (9) Includes (i) 10,000 shares of Common Stock issuable upon exercise of PP Unit Warrants, (ii) 35,000 shares of Common Stock issuable upon exercise of PP II Unit Warrants and (iii) 100,000 shares issuable upon exercise of certain stock options. (10) Includes 6,250 shares of Common Stock issuable upon exercise of PP Unit Warrants. (11) Includes 4,000 shares of Common Stock issuable upon exercise of PP Unit Warrants. (12) Includes 3,500 shares of Common Stock issuable upon exercise of PP Unit Warrants. (FOOTNOTES CONTINUED ON NEXT PAGE) -2- (13) Includes 1,500 shares of Common Stock issuable upon exercise of PP Unit Warrants. (14) Includes (i) 3,125 shares of Common Stock issuable upon exercise of PP Unit Warrants and, (ii) 25,000 shares of Common Stock issuable upon exercise of certain stock options. (15) Includes 6,250 shares of Common Stock issuable upon exercise of PP Unit Warrants. (16) Includes 4,000 shares of Common Stock issuable upon exercise of PP Unit Warrants. (17) Includes 5,000 shares of Common Stock issuable upon exercise of PP Unit Warrants. (18) Includes 5,000 shares of Common Stock issuable upon exercise of PP Unit Warrants. (19) Includes 3,200 shares of Common Stock issuable upon exercise of PP Unit Warrants. (20) Includes 5,000 shares of Common Stock issuable upon exercise of PP Unit Warrants. (21) Includes 8,000 shares of Common Stock issuable upon exercise of PP Unit Warrants. (22) Includes 5,000 shares of Common Stock issuable upon exercise of PP Unit Warrants. (23) Includes (i) 32,000 shares of Common Stock issuable upon exercise of PP Unit Warrants and (ii) 50,000 shares of Common Stock issuable upon exercise of PP II Unit Warrants. (24) Includes 250,000 shares of Common Stock issuable upon exercise of PP II Unit Warrants. (25) Includes 6,250 shares of Common Stock issuable upon exercise of PP II Unit Warrants. (26) Represents 12,500 shares of Common Stock issuable upon exercise of PP II Unit Warrants. (27) Includes 7,000 shares of Common Stock issuable upon exercise of PP II Unit Warrants. (28) Includes 2,500 shares of Common Stock issuable upon exercise of PP II Unit Warrants. (29) Includes 6,250 shares of Common Stock issuable upon exercise of PP II Unit Warrants. (30) Includes 12,500 shares of Common Stock issuable upon exercise of PP II Unit Warrants. (31) Includes 2,500 shares of Common Stock issuable upon exercise of PP II Unit Warrants. (32) Includes 12,500 shares of Common Stock issuable upon exercise of certain stock purchase options. (33) Represents shares of Common Stock issuable upon exercise of certain stock purchase options. (34) Includes 2,500 shares of Common Stock issuable upon exercise of certain stock purchase options. -3- -----END PRIVACY-ENHANCED MESSAGE-----