<PAGE> 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.
<PAGE> 2
<TABLE>
<CAPTION>
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)
- ----------------- ---------------- ------------------ ------------- ------------------ ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE> 3
<TABLE>
<CAPTION>
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)
- ----------------- ---------------- ------------------ ------------- ------------------ ----------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
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 *
</TABLE>
- --------------
* 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.
