<PAGE> 1
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
The Oppenheimer Bond Fund for Growth ("Oppenheimer") of up to $3,750,000
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 Oppenheimer is
$3,750,000 all of which may be sold at this time pursuant to the Prospectus as
supplemented hereby. Additional information concerning the Selling
Securityholders (including Oppenheimer) 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 3, 1997 was $3.94 per share.
The Notes will be subordinated to all existing and future Senior
Indebtedness of the Company. At August 31, 1997, Senior Indebtedness was
approximately $25,200,000. 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 4, 1997.
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NABI
December 9, 1997
VIA ELECTRONIC FILING
Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: NABI - Prospectus Supplement to Registration Statement
on Form S-3 (File No. 333-2253)
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Ladies and Gentlemen:
On behalf of NABI, a Delaware corporation (the "Company"), I enclose
for filing, pursuant to Rule 424(b)(3) and Regulation S-T under the Securities
Act of 1933, as amended, a Prospectus Supplement relating to certain resales of
the Company's 6 1/2% Convertible Subordinated Notes due 2003, and the common
stock issuable upon conversion thereof, under the Company's Registration
Statement on Form S-3 (No. 333-2253) (the "Registration Statement").
Pursuant to Rule 424(e), the subparagraph of Rule 424 under which the
filing is made and the registration number of said Registration Statement are
noted in the upper right corner of the Prospectus Supplement filed herewith.
If you have any questions or require any further information with
respect to this filing, please do not hesitate to call the undersigned or
Daniel S. Shore, collect, at (617) 439-2000.
Very truly yours,
/s/ Lorraine Breece
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Lorraine Breece
Controller
Attachment
cc: Mr. James Stawski
Daniel S. Shore
5800 Park of Commerce Blvd NW
Boca Raton, FL 33487
(561) 989-5800
Fax (561) 989-5801
www.nabi.com
