<PAGE> 1
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 5, 1996
U.S.$86,250,000
6.50% CONVERTIBLE SUBORDINATED NOTES DUE MAY 1, 2003
This Prospectus Supplement supplements the Prospectus dated November 5,
1996 (as supplemented, the "Prospectus") relating to the offering for resale of
the 6.50% Convertible Subordinated Notes (the "Notes") issued under an
Indenture, dated May 7, 1996, between North American Vaccine, Inc. (the
"Company") and Marine Midland Bank, as Trustee (the "Trustee"), and the shares
of common stock, no par value ("Common Shares"), of the Company issuable upon
conversion of the Notes. The Notes were issued and sold (the "Original
Offering") on May 7, 1996 (the "Original Offering Date") to the Underwriters (as
defined) and were simultaneously sold by the Underwriters, in transactions
exempt from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), in the United States to persons reasonably
believed by the Underwriters to be qualified institutional buyers as defined in
Rule 144A under the Securities Act, to a limited number of institutional
investors that are accredited investors within the meaning of Rule 501(a) under
the Securities Act and outside the United States to non-U.S. persons in offshore
transactions in reliance on Regulation S under the Securities Act.
The Notes and the Common Shares issuable upon conversion of the Notes (the
"Offered Securities") may be offered and sold from time to time by the holders
of the Offered Securities or by their transferees, pledgees, donees or their
successors (collectively, the "Selling Holders") pursuant to the Prospectus. The
Offered Securities may be sold by the Selling Holders from time to time directly
to purchasers or through agents, underwriters or dealers. See "Selling Holders."
If required, the names of any such agents or underwriters involved in the sale
of the Offered Securities and the applicable agent's commission, dealer's
purchase price or underwriter's discount, if any, will be set forth in a
supplement to the Prospectus. The Selling Holders will receive all of the net
proceeds from the sale of the Offered Securities and will pay all underwriting
discounts and selling commissions, if any, applicable to any such sale. The
Company is responsible for payment of all other expenses incident to the offer
and sale of the Offered Securities. The Selling Holders and any broker/dealers,
agents or underwriters that participate in the distribution of the Offered
Securities may be deemed to be "Underwriters" within the meaning of the
Securities Act, and any commission received by them and any profit on the resale
of the Offered Securities purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
The Notes are convertible into Common Shares at any time prior to the close
of business on the maturity date, unless previously redeemed or repurchased, at
a conversion price of $24.858 per share (equivalent to a conversion rate of
40.2293 shares per $1,000 principal amount of Notes), subject to adjustment in
certain events. On April 2, 1997, the last reported sale price of the Common
Shares, which are listed on the American Stock Exchange ("AMEX") under the
symbol "NVX," was $19 1/2 per share. For a detailed description of the Notes,
including the payment of interest, redemption and subordination, see
"Description of Notes" in the Prospectus.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER
THE CAPTION "RISK FACTORS" COMMENCING ON PAGE 7 OF THE PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS APRIL 4, 1997.
<PAGE> 2
SELLING HOLDERS
The Notes were originally issued by the Company and sold by Goldman Sachs
International and UBS Securities LLC (the "Underwriters"), in transactions
exempt from the registration requirements of the Securities Act, to persons
reasonably believed by such Underwriters to be "qualified institutional buyers"
(as defined in Rule 144A under the Securities Act), to a limited number of
institutional investors that are accredited investors within the meaning of Rule
501(a) of the Securities Act, or outside the United States to non-U.S. persons
in offshore transactions in reliance on Regulation S under the Securities Act.
The Selling Holders may from time to time offer and sell pursuant to the
Prospectus any or all of the Notes and Common Shares issued upon conversion of
the Notes. The term Selling Holder includes the holders listed herein and in any
additional Prospectus Supplement and the beneficial owners of the Notes and
their transferees, pledgees, donees or other successors. Any such additional
Prospectus Supplement will contain certain information with respect to the
Selling Holders and the respective aggregate principal amount of Notes
beneficially owned by each Selling Holder that may be offered pursuant to the
Prospectus. Such information will be obtained from the Selling Holders and the
Trustee.
The following table sets forth, as of a recent practicable date, certain
information with respect to the Selling Holders and the respective principal
amounts of Offered Securities beneficially owned by each Selling Holder that may
be offered pursuant to the Prospectus. Such information has been obtained from
the Selling Holders.
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF COMMON SHARES
PRINCIPAL NOTES OWNED PRIOR COMMON SHARES
AMOUNT OF OFFERED TO OFFERED
NAME OF SELLING HOLDER NOTES OWNED HEREBY OFFERING(1) HEREBY(2)
- ---------------------------------- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Catholic Mutual Relief Society of
America......................... $ 100,000 $ 100,000 4,022 4,022
Catholic Mutual Relief Society of
America Retirement Plan and
Trust........................... 150,000 150,000 6,034 6,034
ZaZove Convertible Fund, L.P...... 500,000 500,000 20,114 20,114
Lincoln National Life Insurance... 5,605,000 5,605,000 225,480 225,480
Lincoln National Convertible
Securities Fund................. 2,460,000 2,460,000 98,962 98,962
Weirton Trust..................... 670,000 670,000 26,953 26,953
United National Insurance
Company......................... 115,000 115,000 4,626 4,626
Julius Baer Securities Inc.
on Behalf of Premier Global
Yield
Plus Fund....................... 400,000 400,000 16,091 16,091
Boston Harbor Trust Co., N.A...... 350,000 350,000 14,079 14,079
Och-Ziff Capital Management,
L.P............................. 600,000 600,000 63,937 24,137
Declaration of Trust for the
Defined Benefit Plan of ZENECA
Holdings Inc.................... 640,000 640,000 25,746 25,746
Thermo Electron Balanced
Investment Fund................. 875,000 875,000 35,200 35,200
Hillside Capital Incorporated
Corporate Account............... 350,000 350,000 14,080 14,080
Declaration of Trust for the
Defined Benefit Plan of ICI
American Holdings Inc........... 950,000 950,000 38,217 38,217
Delaware State Employees'
Retirement Fund................. 3,290,000 3,290,000 132,352 132,352
General Motors Employees Domestic
Group Trust..................... 8,900,000 8,900,000 358,034 358,034
</TABLE>
S-2
<PAGE> 3
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF COMMON SHARES
PRINCIPAL NOTES OWNED PRIOR COMMON SHARES
AMOUNT OF OFFERED TO OFFERED
NAME OF SELLING HOLDER NOTES OWNED HEREBY OFFERING(1) HEREBY(2)
- ---------------------------------- ----------- ----------- ------------- -------------
<S> <C> <C> <C> <C>
Highbridge Capital Corporation.... $ 2,500,000 $ 2,500,000 100,571 100,571
UBS Securities LLC................ 720,000 720,000 38,964 28,964
Putnam Convertible Income-Growth
Trust........................... 4,530,000 4,530,000 182,235 182,235
Putnam Health Sciences Trust...... 1,400,000 1,400,000 56,319 56,319
Putnam Balanced Retirement Fund... 275,000 275,000 8,045 8,045
Museum of Fine Arts, Boston....... 105,000 105,000 4,223 4,223
Boston College Endowment.......... 245,000 245,000 9,855 9,855
Promutual......................... 540,000 540,000 21,723 21,723
Hartford Fire Insurance Company... 525,000 525,000 21,119 21,119
Employers Reinsurance
Corporation..................... 500,000 500,000 20,114 20,114
Putnam Convertible Opportunities
and Income Trust................ 480,000 480,000 19,309 19,309
New Hampshire State Retirement
System.......................... 645,000 645,000 25,947 25,947
Boston Harbor Trust Co., N.A...... 350,000 350,000 15,537 14,079
Atlantic Trust Co., N.A........... 5,000 5,000 201 201
HBK Main Street Investments L.P... 2,760,000 2,760,000 111,030 111,030
HBK Securities Ltd. c/o HBK
Investments..................... 1,430,000 1,430,000 57,526 57,526
OCM Convertible Trust............. 1,705,000 1,705,000 68,590 68,590
OCM Convertible Limited
Partnership..................... 80,000 80,000 3,218 3,218
Delta Air Lines Master Trust...... 1,155,000 1,155,000 46,464 46,464
State Employees' Retirement Fund
of the State of Delaware........ 475,000 475,000 19,109 19,109
State of Connecticut Combined
Investment Funds................ 1,435,000 1,435,000 57,728 57,728
Goldman, Sachs & Co. ............. 1,442,000 1,442,000 58,009 58,009
Walker Art Center................. 250,000 250,000 10,057 10,057
----------- ----------- ------------- -------------
SUBTOTAL.......................... 49,507,000 49,507,000 2,039,820 1,988,562
Unnamed holders of Offered
Securities or any future
transferees, pledgees, donees or
successors of or from any such
unnamed holder (3).............. 36,743,000 36,743,000 1,478,116(4) 1,478,116
----------- ----------- ------------- -------------
TOTAL................... $86,250,000 $86,250,000 3,517,936 3,466,678(5)
============ ============ ============= =============
</TABLE>
- ---------------
(1) Includes Common Shares as to which the Selling Holder has sole or shared
voting or investment power and Common Shares issuable pursuant to options
and/or warrants exercisable within the next 60 days. Also includes the
Common Shares into which the Notes held by such Selling Holder are
convertible at the initial conversion rate. The conversion rate and the
number of Common Shares issuable upon conversion of the Notes are subject
to adjustment under certain circumstances. Accordingly, the number of
Common Shares issuable upon conversion of the Notes may increase or
decrease from time to time.
(2) Assumes conversion into Common Shares of the full amount of Notes held by
the Selling Holder at the initial conversion rate and the offering of such
shares by such Selling Holder
S-3
<PAGE> 4
pursuant to the Registration Statement of which the Prospectus forms a
part. The conversion rate and the number of Common Shares issuable upon
conversion of the Notes is subject to adjustment under certain
circumstances. Accordingly, the number of Common Shares issuable upon
conversion of the Notes may increase or decrease from time to time.
Fractional shares will not be issued upon conversion of the Notes; rather,
cash will be paid in lieu of fractional shares, if any.
(3) No such holder may offer Notes or Common Shares that have been issued upon
conversion of the Notes pursuant to the Registration Statement of which the
Prospectus forms a part until such holder is included as a Selling Holder
in a supplement to the Prospectus in accordance with the Registration
Rights Agreement.
(4) Assumes that the unnamed holders of Offered Securities or any future
transferees, pledgees, donees, or successors of or from any such unnamed
holder do not beneficially own any Common Shares other than the Common
Shares issuable upon conversion of the Notes at the initial conversion
rate.
(5) Due to rounding, the total of this column may not exactly equal the
aggregate number of Common Shares issuable upon conversion of the Notes at
the initial conversion rate.
None of the named Selling Holders has, or within the past three years has
had, any position, office or other material relationship with the Company or its
affiliates. Because the Selling Holders may, pursuant to the Prospectus, offer
all or some portion of the Notes or the Common Shares issuable upon conversion
of the Notes, no estimate can be given as to the principal amount of the Notes
or the number of Common Shares issuable upon conversion of the Notes that will
be held by the Selling Holders upon termination of any such sales. In addition,
the Selling Holders identified above may have sold, transferred or otherwise
disposed of all or a portion of their Notes, since the date on which they
provided the information regarding their holdings of Notes, in transactions
exempt from the registration requirements of the Securities Act. Selling Holders
that wish to transfer pursuant to the Registration Statement of which the
Prospectus forms a part the Notes or Common Shares issuable upon conversion of
the Notes must complete and sign a Notice of Transfer Pursuant to Registration
Statement in substantially the form of Appendix A attached hereto.
Information concerning the Selling Holders may change from time to time and
any such changed information will be set forth in supplements to the Prospectus
if and when necessary. In addition, the per share conversion price, and,
therefore, the number of Common Shares issuable upon conversion of the Notes, is
subject to adjustment under certain circumstances. Accordingly, the number of
Common Shares issuable upon conversion thereof offered hereby may increase or
decrease.
S-4
<PAGE> 5
APPENDIX A
NOTICE OF TRANSFER PURSUANT TO REGISTRATION STATEMENT
Marine Midland Bank, as Trustee
North American Vaccine, Inc.
c/o Marine Midland Bank
140 Broadway, 12th Floor
New York, New York 10005
Attention: Corporate Trust Services -- North American Vaccine, Inc.
Re: North American Vaccine, Inc. (the "Company") 6.50% Convertible
Subordinated Notes due May 1, 2003 (the "Notes")
Dear Sirs:
Please be advised that has
transferred $ aggregate principal amount of the above-referenced Notes,
or number of shares of the Company's Common Stock, no par value (the
"Common Shares"), issued upon conversion of the Notes, pursuant to an effective
Registration Statement on Form S-3 (File No. 333-8851) filed by the Company.
We hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the above-named
beneficial owner of the Notes or Common Shares is named as a "Selling Holder" in
the Prospectus Supplement dated April 4, 1997 or in supplements thereto, and
that the aggregate principal amount of the Notes or Common Shares transferred
are (or are included in) the Notes or Common Shares listed in such Prospectus
Supplement opposite such owner's name.
Dated:
<TABLE>
<C> <S>
Very truly yours,
----------------------------------------------
(Name)
By:
----------------------------------------------
(Authorized Signature)
</TABLE>
A-1
<PAGE> 6
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT OR THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY OF ITS AGENTS. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER OR THEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
THE DATE HEREOF OR THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY
SINCE SUCH DATE.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Selling Holders....................... S-2
PROSPECTUS
Available Information................. 2
Incorporation of Certain Documents by
Reference........................... 2
The Company........................... 3
Risk Factors.......................... 7
Use of Proceeds....................... 12
Determination of Offering Price....... 12
Description of Notes.................. 13
Certain Income Tax Considerations..... 28
Description of Capital Stock.......... 34
Selling Holders....................... 35
Plan of Distribution.................. 36
Legal Opinions........................ 37
Independent Public Accountants........ 37
Enforceability of Civil Liabilities
Against Foreign Persons............. 37
</TABLE>
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$86,250,000
NORTH AMERICAN
VACCINE, INC.
6.50% CONVERTIBLE SUBORDINATED
NOTES DUE MAY 1, 2003
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PROSPECTUS SUPPLEMENT
------------------
DATED APRIL 4, 1997
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