Supplement to Prospectus Dated May 19, 1997
Dated: August 27, 1997
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6,900,000 shares of Common Stock
(Issuable upon the exercise of Class A Redeemable Warrants)
3,450,000 shares of Common Stock
(Issuable upon the exercise of Class B Redeemable Warrants)
BENTLEY PHARMACEUTICALS, INC.
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For a period of 63 days (the "Class A Discount Period"), commencing
on September 16, 1997 and terminating at 5:00 p.m., New York time on November
17, 1997, Bentley Pharmaceuticals, Inc. (the "Company") will offer all holders
of the Company's Class A redeemable warrants (the "Class A Warrants") an
exercise incentive. During the Class A Discount Period, the exercise price for
all outstanding Class A Warrants will be reduced from $3.00 to $2.00 as to each
Class A Warrant.
Further, for a period of 120 days (the "Class B Discount Period";
together with the Class A Discount Period, the "Discount Periods"), commencing
on September 16, 1997 and terminating at 5:00 p.m., New York time on January 13,
1998, the Company will offer all holders of the Company's Class B redeemable
Warrants (the "Class B Warrants"; collectively with the Class A Warrants, the
"Warrants"), issuable upon exercise of the Class A Warrants, an exercise
incentive. During the Class B Discount Period, the exercise price for all
outstanding Class B Warrants will be reduced from $5.00 to $3.00 as to each two
Class B Warrants.
To ensure exercise of (a) the Class A Warrants at the price of $2.00
as to each Class A Warrant and (b) the Class B Warrants at the price of $3.00 as
to each two Class B Warrants, the total purchase price and all supporting
documentation with respect to each exercise must be received at the offices of
American Stock Transfer & Trust Company (the "Warrant Agent") according to the
terms of the Warrant Agreement prior to the expiration of the respective
Discount Periods.
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Underwriting
Price to Discounts and Proceeds to
Warrantholder(1)(2) Commissions Company(2)
Per Class A Warrant......... $2.00 -- $2.00
Per Two Class B Warrants.... $3.00 -- $3.00
. . . . .
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Total....................... $24,150,000 -- $24,150,000
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(1) There is no assurance that the market value of the shares of Common
Stock issuable upon exercise of the Class A Warrants and/or the Class
B Warrants will at any time after exercise thereof exceed the
exercise price paid therefor.
(2) Assumes the exercise of all Class A Warrants and Class B Warrants
during the Discount Periods.
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The net proceeds which may be realized by the Company upon the
exercise of the Class A Warrants and the Class B Warrants during the Discount
Periods, after deduction of expenses of this offering, will be $24,100,000.
Inasmuch as the Company has received no firm commitments for the exercise of the
Class A Warrants or the Class B Warrants, no assurance can be given that all or
a substantial portion of the Class A Warrants or the Class B Warrants will be
exercised.
