<PAGE> 1
FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION STATEMENT NO. 333-8851
PROSPECTUS SUPPLEMENT NUMBER FIVE
(TO PROSPECTUS DATED NOVEMBER 5, 1996, AS AMENDED OR SUPPLEMENTED)
U.S.$86,250,000
NORTH AMERICAN VACCINE, INC.
6.50% CONVERTIBLE SUBORDINATED NOTES DUE MAY 1, 2003
This Prospectus Supplement supplements information contained in that
certain Prospectus dated November 5, 1996, as amended or supplemented (the
"Prospectus"), relating to the potential sale from time to time of up to
$86,250,000 aggregate amount of Notes and the Common Shares issuable upon
conversion thereof by the Selling Holders. This Prospectus Supplement is not
complete without, and may not be delivered or utilized except in connection
with, the Prospectus, including any amendments or supplements thereto.
Capitalized terms used but not defined herein have the meanings assigned to such
terms in the Prospectus.
The following table supplements the information set forth in the Prospectus
under the caption "Selling Holders" with respect to the Selling Holders and the
respective principal amounts of Offered Securities beneficially owned by such
Selling Holder that may be offered pursuant to the Prospectus:
<TABLE>
<S> <C> <C> <C> <C>
Aries Domestic Fund, L.P. ................ 850,000 850,000 34,195 34,195
The Aries Fund, A Cayman Island Trust..... 1,666,000 1,666,000 67,022 67,022
ICI American Holdings Trust............... 450,000 450,000 18,103 18,103
State of Oregon/SAIF Corporation.......... 3,500,000 3,500,000 140,803 140,803
State of Oregon Equity.................... 1,050,000 1,050,000 42,241 42,241
NALCO Chemical Retirement Trust........... 200,000 200,000 8,046 8,046
</TABLE>
The line item "Goldman, Sachs & Co. . . . 5,090,000, 5,090,000, 309,701,
204,767," contained in the table set forth in the Prospectus under the caption
"Selling Holders," shall be deleted in its entirety and replaced with the
following:
<TABLE>
<S> <C> <C> <C> <C>
Goldman, Sachs & Co. ....................... 1,200,000 1,200,000 48,275 48,275
</TABLE>
All information provided in this Prospectus Supplement is as of a recent
practicable date.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS DECEMBER 12, 1997.
