NABI /DE/
424B3, 1997-04-08
BIOLOGICAL PRODUCTS, (NO DIAGNOSTIC SUBSTANCES)
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<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
Robertson Stephens & Company ("Robertson Stephens") of up to $50,000 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 Robertson Stephens
is $50,000, all of which may be sold at this time pursuant to the Prospectus as
supplemented hereby. Additional information concerning the Selling
Securityholders (including Canadian Imperial Bank of Commerce) 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 April 2, 1997 was $6.50 per share.

        The Notes will be subordinated to all existing and future Senior
Indebtedness of the Company. At December 31, 1996, Senior Indebtedness was
approximately $2,400,000. 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 April 3, 1997.


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