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Prospectus Supplement #1 Filed pursuant to Rule 424(b)(3)
(to prospectus dated November 17, 2000) Registration No. 333-47150
MERCURY INTERACTIVE CORPORATION
4.75% Convertible Subordinated Notes Due July 1, 2007 and
Shares of Common Stock Issuable Upon Conversion of the Notes
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This prospectus supplement relates to the resale by the holders of our
4.75% convertible subordinated notes due July 1, 2007 and the shares of our
common stock issuable upon the conversion of the notes. You should read this
prospectus supplement in conjunction with the prospectus dated November 17,
2000, which is to be delivered with this prospectus supplement.
The information in the table appearing under the heading "Selling Holders"
in the prospectus is amended by the addition of the information appearing in the
table below:
<TABLE>
<CAPTION>
Principal
Amount of Notes Common Stock Common Stock
Beneficially Owned Owned After
Owned and Prior to the Common Completion of the
Name of Beneficial Owner Offered Offering(1)(2) Stock Offered the Offering
---------------------------------------------------------- ------- -------------- -------------- ------------
<S> <C> <C> <C> <C>
Cova Bond Debenture Fund.................................. 250,000 2,247 2,247 --
ECT Investments........................................... 3,000,000 26,966 26,966 --
Lord Abbett Bond Debenture Fund........................... 2,200,000 19,775 19,775 --
Mainstay Convertible Fund................................. 3,000,000 26,966 26,966 --
Primerica Life Insurance Company.......................... 282,000 2,534 2,534 --
The Travelers Indemnity Company........................... 930,000 8,359 8,359 --
The Travelers Insurance Company Separate Account TLAC..... 54,000 485 485 --
The Travelers Insurance Company--Life..................... 477,000 4,287 4,287 --
The Travelers Life and Annuity Company.................... 57,000 512 512 --
Travelers Series Managed Assets Trust..................... 50,000 449 449 --
Travelers Series Trust Convertible Bond Portfolio......... 150,000 1,348 1,348 --
Van Kampen Harbor Fund (3)................................ 6,100,000 2,921,836 54,831 2,867,005
</TABLE>
(1) Includes common stock into which the notes are convertible.
(2) Assumes a conversion ratio of 8.9888 shares per $1,000 principal amount of
notes and a cash payment in lieu of any fractional interest.
(3) Van Kampen Asset Management Inc. has discretionary authority over the
selling holder's portfolio. The total number of shares of common stock to
be owned by the selling holder after completion of the offering represents
shares held by entities over which Van Kampen Asset Management Inc. has
discretionary authority. These shares are held as follows: 2,000,000 shares
held by Van Kampen Emerging Growth Fund; 70,000 shares held by Van Kampen
Life Investment Trust Emerging Growth Fund; 23,000 shares held by Van
Kampen Growth Fund; 350,000 shares held by Van Kampen Aggressive Growth
Fund; 120 shares held by Van Kampen Life Investment Trust Aggressive Growth
Fund; 60 shares held by Van Kampen Life Investment Trust Technology Fund;
175,000 shares held by Van Kampen Technology Fund; 245,000 shares held by
WRL-Emerging Growth; and 3,825 shares held by St. Louis Firemans Pension
Fund. The selling holder disclaims beneficial ownership of the shares held
by these entities except to the extent of it pecuniary interest in those
shares.
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Investing in our common stock or the notes involves a high degree of risk.
Please carefully consider the "Risk Factors" beginning on page 3 of the
prospectus, as well as the "Risk Factors" section included in our recent reports
filed with the Securities and Exchange Commission.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of THE prospectus or this prospectus supplement. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is December 11, 2000.
