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Filing Pursuant to Rule 424(b)(2)
Registration Statement No. 333-48384
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 27, 2000)
114,795 SHARES
ARADIGM CORPORATION
COMMON STOCK
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You should read this prospectus supplement and the accompanying
prospectus carefully before you invest. Both documents contain information you
should consider carefully before making your investment decision.
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
PLAN OF DISTRIBUTION
We have entered into a common stock purchase agreement with Acqua
Wellington North American Equities Fund, Ltd. Under the purchase agreement, we
may issue and sell to Acqua Wellington, from time to time and at our sole
discretion, shares of our common stock for cash consideration up to an aggregate
of $50,000,000 at a per share purchase price equal to the average price of our
common stock over a period of time less a small discount.
We are offering 114,795 shares of our common stock to Acqua Wellington
pursuant to this prospectus supplement. The common stock will be purchased at an
average purchase price of $18.923 per share. We will not pay any other
compensation in conjunction with the sale of our common stock.
Acqua Wellington and its pledgees, donees, transferees and other
subsequent owners, may offer their shares at various times in one or more of the
following transactions:
- in the over-the-counter market; or
- in privately negotiated transactions
at prevailing market prices at the time of sale, at prices related to those
prevailing market prices, at negotiated or at fixed prices.
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Acqua Wellington may also sell its shares under Rule 144 instead of this
prospectus, if Rule 144 is available for those sales.
The transactions in the shares may be effected by one or more of the
following methods:
- ordinary brokerage transactions and transactions in which the
broker solicits purchasers;
- purchases by a broker or dealer as principal, and the resale by
that broker or dealer for its account under this prospectus,
including resale to another broker or dealer;
- block trades in which the broker or dealer will attempt to sell the
shares as agent but may position and resell a portion of the block
as principal in order to facilitate the transaction; or
- negotiated transactions between selling stockholders and purchasers
without a broker or dealer.
Aqua Wellington is an "underwriter" within the meaning of the Securities
Act in connection with its sale of the shares purchased from us described in
this prospectus supplement. Broker-dealers or other persons acting on the behalf
of parties that participate in the distribution of the shares may also be deemed
to be underwriters. Any commissions or profits they receive on the resale of the
shares may be deemed to be underwriting discounts and commissions under the
Securities Act.
During the time Aqua Wellington is engaged in distributing shares
covered by this prospectus, Aqua Wellington will comply with the requirements of
the Securities Act and Rule 10b-5 and Regulation M under the Exchange Act. Under
those rules and regulations, they:
- may not engage in any stabilization activity in connection with our
securities;
- must furnish each broker which offers shares of common stock
covered by this prospectus with the number of copies of this
prospectus which are required by each broker; and
- may not bid for or purchase any of our securities or attempt to
induce any person to purchase any of our securities other than as
permitted under the Exchange Act.
In the common stock purchase agreement with Aqua Wellington, we will
agree to indemnify and hold harmless Aqua Wellington and each person who
controls Aqua Wellington against certain liabilities, including liabilities
under the Securities Act, which may be based upon, among other things, any
untrue statement or alleged untrue statement of a material fact or any omission
or alleged omission of a material fact, unless made or omitted in reliance upon
written information provided to us by Aqua Wellington.
We have agreed to bear the expenses incident to the registration of the
shares, other than selling discounts and commissions. These expenses are
estimated to be $150,000.
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USE OF PROCEEDS
We will use the proceeds of this offering as described in the
prospectus. See "Use of Proceeds" beginning on page 12.
WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" information that we file
with them, which means that we can disclose important information that we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus supplement and the accompanying prospectus.
We incorporate the documents listed on page 14 of the prospectus.
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MARKET FOR OUR COMMON STOCK
On December 8, 2000, the last reported sale price of our common stock on
the Nasdaq National Market was $15.50 per share. Our common stock is listed on
the Nasdaq National Market under the symbol "ARDM." The common stock sold under
this prospectus supplement will be listed on the Nasdaq National Market after we
notify the Nasdaq National Market that the shares have been issued.
As of December 8, 2000, we had 18,152,160 shares of common stock
outstanding.
GENERAL
You should rely only on the information provided or incorporated by
reference in this prospectus supplement and the prospectus. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus supplement is accurate as of any
date other than the date on the front of these documents.
NEITHER THE SECURITIES EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus supplement is December 11, 2000.
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TABLE OF CONTENTS
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PAGE
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PROSPECTUS SUPPLEMENT
Plan of Distribution ................................................ S-1
Use of Proceeds...................................................... S-3
Where You Can Find More Information.................................. S-3
Market for Our Common Stock.......................................... S-4
General.............................................................. S-4
PROSPECTUS
Prospectus Summary.................................................... 2
The Company........................................................... 2
The Offering.......................................................... 2
Risk Factors.......................................................... 3
Forward-Looking Statements............................................ 11
Use of Proceeds....................................................... 12
Plan of Distribution.................................................. 13
Where You Can Find More Information................................... 14
Legal Matters......................................................... 14
Experts............................................................... 14
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