Filed Pursuant to Rule 424(b)(3) and (c)
File No. 333-53678
PROSPECTUS SUPPLEMENT NO. 3
INHALE THERAPEUTIC SYSTEMS, INC.
$230,000,000
OF
3.5% CONVERTIBLE SUBORDINATED NOTES
DUE OCTOBER 17, 2007
AND
4,558,065 SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THE NOTES
This prospectus supplement supplements the prospectus dated February 2,
2001 of Inhale Therapeutic Systems, Inc. relating to the public offering and
sale by selling security holders described below. This prospectus supplement
contains information on ownership of principal amount of notes beneficially
owned and offered and shares of our common stock issuable upon conversion of the
notes. This prospectus supplement should be read in conjunction with the
prospectus, and this prospectus supplement is qualified by reference to the
prospectus, except to the extent that the information provided by this
prospectus supplement supersedes the information contained in the prospectus.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS TO READ ABOUT
FACTORS YOU SHOULD CONSIDER BEFORE BUYING THE NOTES OR OUR COMMON STOCK.
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Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
The table and related notes, and the paragraphs immediately following the table
and related notes, appearing in the prospectus under the heading "Selling
Securityholders" is amended by the addition of the following table and related
notes, and the following paragraph immediately following the table and related
notes:
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SELLING SECURITY HOLDER PRINCIPAL AMOUNT OF COMMON STOCK COMMON COMMON STOCK OWNED
NOTES BENEFICIALLY ISSUABLE UPON STOCK AFTER COMPLETION
OWNED AND OFFERED CONVERSION OF OFFERED OF THE OFFERING
(1)(2) THE NOTES (2)
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Deutsche Bank Alex Brown Inc. 12,572,000 249,147 249,147
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GLG Global Convertible Fund 2,485,000 49,246 49,246 -
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GLG Global Convertible UCITS Fund 515,000 10,206 10,206 -
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GLG Market Neutral Fund 4,000,000 79,270 79,270 -
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Lehman Brothers Inc. 2,000,000 39,635 39,635 -
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Merrill Lynch Pierce Fenner & Smith Inc. 150,000 2,972 2,972 -
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R2 Investments, LDC 30,000,000 594,530 594,530 -
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(1) Amounts indicated may be in excess of the total amount registered due to
sales or transfers exempt from the registration requirements of the
Securities Act since the date upon which the selling holders provided to us
in the information regarding their notes.
(2) Amounts listed include additional amounts now being registered by the
selling holder for notes beneficially owned and offered and common stock
issuable upon conversion of the notes that were already included in the
prospectus dated February 2, 2001.
Additional information regarding selling holders will be provided by
amendment or supplement to this prospectus.
With the exception of Merrill Lynch Pierce Fenner & Smith Inc., Deutsche
Bank Securities Inc. and Lehman Brothers Inc., none of the selling holders nor
any of their affiliates, officers, directors or principal equity holders has
held any position or office or has had any material relationship with us within
the past three years, although the selling holders may hold additional
securities of Inhale. Merrill Lynch Pierce Fenner & Smith Inc., Deutsche Bank
Securities Inc. and Lehman Brothers Inc. were initial purchasers of the notes.
The selling holders purchased the notes in private transactions on or after
October 27, 2000. All of the notes were "restricted securities" under the
Securities Act prior to this registration.
Information concerning the selling holders may change from time to time and
any changed information will be set forth in supplements to this prospectus if
and when necessary. In addition, the conversion rate and therefore, the number
of shares of common stock issuable upon conversion of the notes, is subject to
adjustment under certain circumstances. Accordingly, the aggregate principal
amount of notes and the number of shares of common stock into which the notes
are convertible may increase or decrease.
The date of this prospectus supplement is May 25, 2001.