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Prospectus Supplement No. 2 Filed pursuant to Rule 424(b)(3)
to Prospectus dated March 6, 2000 Registration No. 333-31354
ALKERMES, INC.
$250,000,000 3 3/4% CONVERTIBLE SUBORDINATED NOTES DUE 2007
1,845,018 SHARES OF COMMON STOCK
This prospectus supplement supplements the information contained in the
prospectus of Alkermes, Inc. dated March 6, 2000, as supplemented by Prospectus
Supplement No. 1 dated March 10, 2000, relating to the potential resale from
time to time of the 3 3/4% Convertible Subordinated Notes due 2007 of Alkermes
and the resale of shares of common stock of Alkermes issuable upon conversion of
the notes. 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.
The following table supplements the information set forth in the
prospectus under the caption "Selling Securityholders" with respect to the
selling securityholders and the respective principal amount of notes which are
beneficially owned and may be sold by each selling securityholder, and the
number of shares of common stock that may be sold by the selling securityholders
pursuant to this prospectus, as amended or supplemented:
<TABLE>
<CAPTION>
Number of Shares of Common
Principal Amount of Notes Stock Issued Upon Conversion
Beneficially Owned and of the Notes that May be
Name of Selling Securityholder (1) Offered Offered (2)
<S> <C> <C>
Allstate Insurance Company $3,250,000 23,985
AXP Bond Fund, Inc. 820,000 6,051
AXP Variable Portfolio - Bond Fund 360,000 2,656
AXP Variable Portfolio - Managed Fund 665,000 4,907
Bank Austria Cayman Island, Ltd. 2,300,000 16,974
Bear Stearns & Co. Inc. 500,000 3,690
Boston Museum of Fine Arts(3) 60,000 442
BNP Arbitrage SNC(4) 7,750,000 57,195
BNY Hamilton Equity Income Fund 1,000,000 7,380
Donaldson, Lufkin & Jenrette Securities Corp.(5) 4,500,000 33,210
IDS Life Series Fund, Inc. - Income Portfolio 30,000 221
ING Barings LLC 500,000 3,690
Marsico Growth & Income Fund 2,700,000 19,926
Nations Marsico Growth & Income Fund 1,300,000 9,594
New Hampshire Retirement System 160,000 1,180
Parker-Hannifin Corporation 50,000 369
ProMutual 100,000 738
Putnam Asset Allocation Funds-Balanced Portfolio 200,000 1,476
Putnam Asset Allocation Funds-Conservative Portfolio 200,000 1,476
</TABLE>
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<TABLE>
<CAPTION>
Number of Shares of Common
Principal Amount of Notes Stock Issued Upon Conversion
Beneficially Owned and of the Notes that May be
Name of Selling Securityholder (1) Offered Offered (2)
<S> <C> <C>
Putnam Balanced Retirement Fund 60,000 442
Putnam Convertible Income-Growth Trust 720,000 5,313
Putnam Convertible Opportunities and Income Trust 70,000 516
Rhone-Poulenc Rorer Pension Plan 30,000 221
Salomon Smith Barney, Inc. 2,100,000 15,498
Total Return Portfolio 625,000 4,612
University of Rochester 30,000 221
Van Kampen Convertible Securities Fund 468,000 3,453
Van Kampen Harbor Fund 2,532,000 18,686
White River Securities LLC 500,000 3,690
</TABLE>
(1) The information set forth herein is as of March 17, 2000 and will be
updated as required.
(2) Assumes conversion of the full principal amount of the notes held by
such holder at the initial conversion price of $135.50 per share of
common stock.
(3) The amount listed includes an additional $30,000 principal amount of
notes beneficially owned by the holder.
(4) The amount listed includes an additional $2,000,000 principal amount of
the notes beneficially owned by the holder as of March 13, 2000.
(5) The amount listed includes an additional $1,000,000 principal amount of
the notes beneficially owned by the holder as of March 14, 2000.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS MARCH 17, 2000
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