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FILED PURSUANT TO RULE 424(b)(3)
FILE NO. 333-42188
PROSPECTUS
1,666,667 Shares
Nabi
Common Stock
We are registering our common stock for resale by the security holders
identified in this Prospectus. We will not receive any proceeds from the
security holders' sale of their shares of our common stock.
For a description of the method of distribution of the shares, see page 4
of this Prospectus. We will bear all expenses related to the registration of the
shares of common stock.
We ask that you pay close attention to the "Factors to be Considered"
appearing in our Annual Report on Form 10-K for the fiscal year ended December
31, 1999 which is incorporated by reference into this Prospectus. See "Where You
Can Find More Information" on page 2 of this Prospectus.
Our common stock is currently traded on the Nasdaq National Market under
the symbol "NABI." On July 24, 2000, the last reported sales price for our
common stock was $8.00 per share.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES
OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is July 31, 2000.
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THIS PROSPECTUS IS PART OF A REGISTRATION STATEMENT WE FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION. YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN
OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. THE SEC ALLOWS US TO
"INCORPORATE BY REFERENCE" INFORMATION THAT WE FILE WITH IT, WHICH MEANS THAT WE
CAN DISCLOSE IMPORTANT INFORMATION TO YOU BY REFERRING THOSE DOCUMENTS TO YOU.
THE INFORMATION THAT WE FILE LATER WITH THE SEC WILL AUTOMATICALLY UPDATE AND
SUPERSEDE THIS INFORMATION. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE YOU
WITH DIFFERENT INFORMATION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN
ANY STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION IN THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE
PROVIDED ON THE FRONT PAGE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF
DELIVERY OF THIS PROSPECTUS OR ANY SALE OF COMMON STOCK.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission (the "SEC") a
registration statement on Form S-3 under the Securities Act of 1933, as amended
(the "Securities Act"), to register the Nabi common stock owned by the security
holders identified in this Prospectus. This Prospectus is part of that
registration statement. As allowed by SEC rules, this Prospectus does not
contain all the information you can find in the registration statement or the
exhibits to the registration statement.
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or
other information we file at the SEC's public reference rooms located at Room
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at
the Commission's Regional Offices located at Seven World Trade Center, 13th
Floor, New York, New York 10048 and the Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661. You can request copies of these
documents by writing to the SEC and paying a fee for the copying cost. Please
call the SEC at 1-800-SEC-0330 for further information on the public reference
rooms. Our SEC filings are also available to the public at the website
maintained by the SEC at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" information that we file
with them, which means that we can disclose important information to you by
referring you to another document filed separately with the SEC. The information
incorporated by reference is an important part of this Prospectus, and
information that we file later with the SEC will automatically update and
supercede this information. We incorporate by reference the documents listed
below and any future filings we will we will make with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"):
. Our Annual Report on Form 10-K for the fiscal year ended December 31,
1999.
. Our Quarterly Report on Form 10-Q for the fiscal quarter ended April
1, 2000.
. The description of Nabi's common stock contained in its Registration
Statement on Form 10, as amended, filed with the SEC pursuant to
Section 12 of the Exchange Act on May 4, 1970.
You may request a copy of any and all of these filings and documents at no cost,
by writing or telephoning us at the following address:
Nabi
Attention: Investor Relations - Thomas H. Mclain
5800 Park of Commerce Boulevard
Boca Raton, FL 33487
(561) 989-5800
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THE COMPANY
We are nearing completion of a multi-year transition from being a leading
provider of antibody products to other pharmaceutical manufacturers to becoming
a fully integrated biopharmaceutical company, developing, manufacturing and
marketing our own products for the prevention and treatment of infectious
diseases and immunological disorders. We have a portfolio of marketed products
and significant research and development capabilities that are focused on the
development and commercialization of products that prevent and treat infectious
and autoimmune diseases. We currently have several clinical trials underway in
these areas and have four marketed pharmaceutical products.
The Company was incorporated in 1969 in the State of Delaware. All
references in this Prospectus to "Nabi," "the Company," "we," or "us" are to
Nabi. We have our executive offices at 5800 Park of Commerce Boulevard, N.W.,
Boca Raton, Florida 33487. Our main telephone number is (561) 989-5800.
USE OF PROCEEDS
We are not selling the shares of Nabi common stock offered by the security
holders listed in this Prospectus. We will not receive any proceeds from the
sale of the common stock by the security holders.
SELLING SECURITY HOLDERS
The following table sets forth the names of the security holders and the
total number of shares of Nabi common stock registered by this registration
statement that each security holder may sell. If required, we will file a
supplement to this prospectus to describe any material changes in the terms of
the offering.
Because the security holders may offer all or only some of the shares, we
cannot determine the number of shares of common stock that the security holders
will own after completion of this offering. See "Plan of Distribution"
beginning on page 4 of this Prospectus.
Number of
Shares Number of
Beneficially Shares
Name Owned Prior to That May
----
Offering (1) Be Offered
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The Aries Master Fund II......................... 99,058 99,058
Aries Domestic Fund, L.P ........................ 52,774 52,774
Aries Domestic Fund II, L.P. .................... 14,835 14,835
Valor Capital Mgmt., L.P. ....................... 76,000 35,000
Clarion Partners, L.P............................ 68,000 68,000
Clarion Offshore Fund LTD........................ 32,000 32,000
Merlin BioMed Group.............................. 433,700 100,000
JALAA Equities, LP............................... 371,667 166,667
Deephaven Private Placement Trading LTD.......... 250,000 250,000
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Yale University Retirement Plan for Staff Employees...... 20,000 5,700
Yale University.......................................... 151,300 61,000
Tampsco Partnership II................................... 3,200 2,200
SG Partners LP........................................... 192,900 76,800
Sci-Tech Investment Partners, L.P. ...................... 63,400 25,500
Rochester Institute of Technology........................ 72,500 29,100
Matrix Technology Group N.V. ............................ 15,900 6,300
Foundation Partners Fund G.P............................. 11,000 4,000
Executive Technology Fund GP............................. 30,500 12,500
Walt Disney Company Retirement Plan...................... 184,500 73,400
Core Technology Fund Inc. ............................... 80,233 27,833
Alfred University........................................ 22,400 9,000
Ascend Partners, L.P. ................................... 64,800 64,800
Ascend Offshore Fund, LTD................................ 35,200 35,200
Cranshire Capital, LP ................................... 166,667 166,667
MK Global Technology Partners, L.P. ..................... 16,666 16,666
Aspira Capital Management, L.P. ......................... 25,000 25,000
Capital Ventures International........................... 166,667 166,667
Kozloff Partners L.P. ................................... 40,000 40,000
(1) To our knowledge, each security holder listed above owns less than one
percent of the issued and outstanding shares of Nabi common stock, except
for the Merlin BioMed Group, which owns approximately 1.2% of the issued
and outstanding shares of Nabi common stock, and JALAA Equities, LP, which
owns approximately 1.0% of the issued and outstanding shares of Nabi common
stock, each as of July 11, 2000.
PLAN OF DISTRIBUTION
The shares may be sold from time to time by the security holders in one or more
transactions at:
- fixed prices,
- market prices at the time of sale,
- varying prices determined at the time of sale, or
- negotiated prices.
The security holders may offer their shares in one or more of the following
transactions:
- on any national securities exchange or quotation service on which the Nabi
common stock may be listed or quoted at the time of sale, including the
Nasdaq National Market;
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- in the over-the-counter market;
- in private transactions;
- through options;
- by pledge to secure debts or other obligations; or
- a combination of any of the above transactions.
The security holders may effect these transactions by selling to or through
one or more broker-dealers, and broker-dealers involved in these transactions
may receive compensation in the form of underwriting discounts, concessions or
commissions from the security holders. The security holders and any broker-
dealers that participate in the distribution may, under certain circumstances,
be deemed to be "underwriters" within the meaning of the Securities Act, and any
commissions received by those broker-dealers and any profits realized on any
sale of the shares by them might be deemed to be underwriting discounts and
commissions under the Securities Act.
Under applicable rules and regulations under the Exchange Act, any person
engaged in the distribution of the shares may not simultaneously engage in
market making activities with respect to Nabi's common stock for a period of two
business days prior to the commencement of the distribution. In addition and
without limiting the foregoing, the security holders and any other person
participating in a distribution will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including without
limitation, Regulation M under the Exchange Act, which may limit the timing of
purchases and sales of shares of Nabi common stock by the security holders or
any other person.
We will make copies of this Prospectus available to the security holders
and have informed the security holders of the need for delivery of a copy of
this Prospectus to each purchaser of the shares prior to or at the time of any
sale of the shares.
The outstanding common stock of Nabi is approved for quotation on the
Nasdaq National Market.
The security holders will pay all underwriting discounts, commissions,
transfer taxes and other expenses associated with the sale of the shares by
them.
LEGAL MATTERS
The validity of the issuance of the shares of common stock offered hereby
will be passed upon for us by Nutter, McClennen & Fish, LLP, Boston,
Massachusetts, our legal counsel.
EXPERTS
The consolidated financial statements of Nabi at December 31, 1999 and for
the year then ended incorporated in this Prospectus and Registration Statement
have been audited by Ernst & Young LLP, independent certified public
accountants, and at December 31, 1998, and for each of the two years in the
period ended December 31, 1998, by PricewaterhouseCoopers LLP, independent
certified public accountants, as set forth in their respective reports thereon
incorporated by reference, and are included in reliance upon such reports given
on the authority of such firms as experts in accounting and auditing.
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