<PAGE>
PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3)
To Prospectus Dated May 3, 1996, Registration No. 333-2253
As Supplemented to Date
$80,500,000
NABI
6 1/2% Convertible Subordinated Notes due 2003
and
Shares of Common Stock, Par Value $.10 Per Share,
Issuable Upon Conversion Thereof
This Prospectus Supplement (the "Supplement") relates to the resale by
Raymond James & Associates, Inc. ("Raymond James") of up to $46,000 aggregate
principal amount of 6 1/2% Convertible Subordinated Notes due 2003 (the "Notes")
of NABI, a Delaware corporation (the "Company"), originally issued in private
placements consummated on February 7 and March 6, 1996 (the "Debt Offering"),
pursuant to NABI's Registration Statement on Form S-3 (No. 333-2253) (the
"Registration Statement"). This Supplement should be read in conjunction with
the Prospectus dated May 3, 1996, as supplemented to date (the "Prospectus"), 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.
Based on information provided to the Company, the aggregate principal
amount of the Notes that are currently beneficially owned by Raymond James is
$235,000, of which $46,000 may be sold at this time pursuant to the
Prospectus as supplemented hereby. Raymond James was an initial purchaser of the
Notes in the Debt Offering and also was the managing underwriter in the
Company's October 1994 public offering of 4,200,000 shares of Common Stock. In
connection with both such offerings, Raymond James received customary
comepensation for its services. Additional information concerning the Selling
Securityholders (including Raymond James) may be set forth from time to time in
additional supplements to the Prospectus. The total outstanding aggregate
principal amount of the Notes is $80,500,000.
The closing price of the Company's Common Stock as reported on The Nasdaq
National Market on December 10, 1996 was $10.125 per share.
The Notes will be subordinated to all existing and future Senior
Indebtedness of the Company. At October 31, 1996, Senior Indebtedness was
approximately $6,700,000. The Indenture contains no limitations on the
incurrence of additional indebtedness or other liabilities by the Company.
The Notes are neither listed on a national securities exchange nor quoted
on an automated quotation system. However, the Notes are eligible for trading
in the Private Offerings, Resales and Trading through Automated Linkages
("PORTAL") Market. Notes sold pursuant to the Registration Statement will no
longer be eligible for trading in the PORTAL Market.
The date of this Prospectus Supplement is December 11, 1996.
