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PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3)
To Prospectus Dated May 3, 1996 Registration No. 333-2253
$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 (i) up to $500,000
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"), and (ii) up to 35,714 shares of the Common Stock, par value $.10 per
share (the "Common Stock"), of the Company which are initially issuable upon
conversion of the Notes, 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 (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 $500,000,
all of which amount 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 compensation 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 August 7, 1996 was $9.625 per share.
The Notes will be subordinated to all existing and future Senior
Indebtedness of the Company. At June 30, 1996, Senior Indebtedness was
approximately $6,300,000. The Indenture contains no limitations on the
incurrence of additional indebtedness or other liabilities by the Company.
Prior to this offering, there has been no public market for the Notes.
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 August 8, 1996.