FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-51879
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 18, 1998)
SEPRACOR INC.
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$189,475,000 PRINCIPAL AMOUNT OF 6 1/4% CONVERTIBLE
SUBORDINATED DEBENTURES DUE 2005
(Interest payable August 15 and February 15)
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4,012,617 Shares of Common Stock
($0.10 par value per share)
---------------------
The information in this Prospectus Supplement concerning the Selling
Securityholders supplements the statements set forth under the caption "Selling
Securityholders" in the Prospectus. Capitalized items used and not defined
herein shall have the meanings given to them in the Prospectus. The information
set forth under the caption "Selling Securityholders" in the Prospectus is
supplemented as follows:
SELLING SECURITYHOLDERS
The Debentures were originally acquired on February 10, 1998 from the
Company by the Initial Purchasers. The Initial Purchasers advised the Company
that the Initial Purchasers have resold the Debentures in transactions exempt
from the registration requirements of the Securities Act to "qualified
institutional buyers" (as defined in Rule 144A of the Securities Act) and
certain institutional "accredited investors" (as defined in Rule 501(a)(1), (2),
(3), or (7) under the Securities Act). These subsequent purchasers, or their
transferees, pledgees, donees or successors, may from time to time offer and
sell any or all of the Debentures and/or Conversion Shares pursuant to this
Prospectus.
The Debentures and the Conversion Shares have been registered pursuant to
the Registration Rights Agreement which provides that the Company file a
Registration Statement with regard to the Debentures and the Conversion Shares
within 90 days of the date of original issuance of the Debentures and keep such
Registration Statement effective until the earlier of (i) the sale pursuant to
the Registration Statement of all the securities registered pursuant to the
Registration Rights Agreement thereunder and (ii) the expiration of the holding
period applicable to such securities under Rule 144(k) under the Securities Act
or any successor provision.
In addition, 12,639 Additional Shares are being registered pursuant to the
Registration Statement for the account of certain securityholders of the
Company. The Selling Securityholders may choose to sell Debentures and/or Shares
from time to time. See "Plan of Distribution."
Debentures and Conversion Shares. The following table sets forth the name
of each Selling Securityholder who has provided the Company with notice as of
the date of this Prospectus pursuant to the Registration Rights Agreement of
such Selling Securityholder's intent to sell or otherwise dispose of Debentures
and/or Conversion Shares pursuant to the Registration Statement, the principal
amount of Debentures and the number of Conversion Shares which may be sold from
time to time by such Selling Securityholder pursuant to the Registration
Statement and the amount of outstanding Debentures and Common Stock beneficially
owned by such Selling Securityholder prior to the offering (assuming no
conversion of the Debentures). No such Selling Securityholder nor any of its
affiliates
<PAGE>
has held any position or office with, been employed by or otherwise has had any
material relationship with, the Company or any of its affiliates during the
three years prior to the date of this Prospectus. Because the Selling
Securityholder may offer all or some portion of the Debentures and Conversion
Shares, no estimate can be given as to the amount or percentage of Debentures or
Common Stock that will be held by the Selling Securityholders upon termination
of sales pursuant to this Prospectus. In addition, the Selling Securityholders
identified below may have sold, transferred or disposed of all or a portion of
their Debentures since the date on which they provided the information regarding
their holdings in transactions exempt from the registration requirements of the
Securities Act.
<TABLE>
<CAPTION>
Amount of Shares of
Amount of Debentures Common Stock
Debentures that Owned Before Shares That May Owned Before
Name May be Sold Offering be Sold(1) Offering
---------------- --------------- ------------ --------------- ------------
<S> <C> <C> <C> <C>
ICI American Holdings Trust $425,000 $425,000 8,972 0
Zeneca Holdings Trust 425,000 425,000 8,972 0
State of Delaware PERS 1,000,000 1,000,000 21,110 0
Starvest Fund-Discretionary 500,000 500,000 10,555 0
State of Oregon/SAIF Corporation 4,000,000 4,000,000 84,443 0
State of Oregon PERS 4,500,000 4,500,000 94,998 0
Nalco Chemical Corp. Retirement 225,000 225,000 4,749 0
Kapiolani Medical Center for
Women and Children 100,000 100,000 2,111 0
Hawaiian Airlines
Pension for Salaried Employees 15,000 15,000 316 0
Hawaiian Airlines
Pilots' Retirement Plan 70,000 70,000 1,477 0
Hawaiian Airlines
Pension Plan - IAM 50,000 50,000 1,055 0
Allstate Insurance Company 2,000,000 2,000,000 42,221 0
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Shepard Investments
International Inc. 14,875,000 14,875,000 314,023 0
Silverton International
Fund Limited 4,250,000 4,250,000 89,721 0
Nomura Securities (Bermuda) Ltd. 10,000,000 10,000,000 211,108 0
Paloma Securities L.L.C. 4,475,000 4,475,000 94,471 0
Ell & Co., as nominee
for The Northern Trust
Company of New York 580,000 580,000 12,244 0
Salkeld & Co., as
nominee for Bankers
Trust Company 615,000 615,000 12,983 0
Bankers Trust Company 1,500,000 1,500,000 31,666 0
Bear Stearns Securities Corp. 1,500,000 1,500,000 31,666 0
The Income Fund of America, Inc. 7,350,000 7,350,000 155,164 0
The TCW Group, Inc. 12,315,000 12,315,000 259,980 0
Deutsche Bank AG 12,105,000 12,105,000 255,546 0
Morgan Stanley Dean Witter 2,045,000 2,045,000 43,171 0
Colonial Penn Life
Insurance Company 2,000,000 2,000,000 42,221 0
OCM Convertible Trust 3,575,000 3,575,000 75,471 0
OCM Convertible
Limited Partnership 100,000 100,000 2,111 0
Delta Air Lines Master Trust 1,025,000 1,025,000 21,638 0
State Employees'
Retirement Fund of the
State of Delaware 840,000 840,000 17,733 0
State of Connecticut
Combined Investment Funds 3,210,000 3,210,000 67,765 0
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Vanguard Convertible
Securities Fund, Inc. 2,200,000 2,200,000 46,443 0
Partner Reinsurance Company Ltd. 280,000 280,000 5,911 0
Chrysler Corporation
Master Retirement Trust 2,405,000 2,405,000 50,771 0
Raytheon Company
Master Pension Trust 1,115,000 1,115,000 23,538 0
Mainstay Convertible Fund 4,750,000 4,750,000 100,276 0
Century National
Insurance Company 425,000 425,000 8,972 0
Chrysler Insurance
Company-Total Return 30,000 30,000 633 0
AAM/Zazove Institutional
Income Fund L.P. 2,500,000 2,500,000 52,777 0
Zazove Convertible Fund L.P. 745,000 745,000 15,727 0
McMahan Securities
Company L.P. 290,000 290,000 6,122 0
Stephenson Ventures 500,000 500,000 10,555 0
Delaware State
Employees' Retirement Fund 3,300,000 3,300,000 69,665 0
Declaration of Trust for
the Defined Benefit
Plans of ICI American
Holdings, Inc. 1,030,000 1,030,000 21,744 0
Declaration of Trust for
the Defined Benefit
Plans of Zeneca
Holdings Inc. 700,000 700,000 14,777 0
Thermo Electron
Balanced Investment Fund 950,000 950,000 20,055 0
Hillside Capital
Incorporated Corporate Account 330,000 330,000 6,966 0
General Motors
Employees Domestic
Group Trust 11,630,000 11,630,000 245,519 0
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Summer Hill Global
Partners L.P. 80,000 80,000 1,688 0
The J.W. McConnell
Family Foundation 380,000 380,000 8,022 0
TQA Vantage Fund Ltd. 1,000,000 1,000,000 21,110 0
TQA Arbitrage Fund, L.P. 750,000 750,000 15,833 0
California Public
Employees' Retirement System 4,000,000 4,000,000 84,443 0
Millennium Trading Co., L.P. 185,000 185,000 3,905 0
Donaldson, Lufkin &
Jenrette Securities Corp. 220,000 220,000 4,644 0
Fidelity Financial Trust:
Fidelity Convertible
Securities Fund (2) 7,815,000 7,815,000 164,981 0
Fidelity Securities
Fund: Fidelity OTC
Portfolio (2) 14,500,000 14,500,000 306,107 0
MFS Series Trust I-
MFS Convertible
Securities Fund 2,000 2,000 42 0
MFS Series Trust V-
MFS Total Return Fund 1,998,000 1,998,000 42,179 0
J. P. Morgan & Co. 3,000,000 3,000,000 63,332 81,500
General Motors
Employees Domestic
Group Pension Trust (3) 8,679,000 8,679,000 183,221 47,600
Motors Insurance
Corporation (3) 2,002,000 2,002,000 42,263 0
General Motors
Foundation, Inc. (3) 319,000 319,000 6,734 0
Nicholas-Applegate
Convertible Fund 2,157,000 2,157,000 45,536 0
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Nicholas-Applegate
Global Holdings Company LP 70,000 70,000 1,477 0
Baptist Health of South
Florida 118,000 118,000 2,491 0
Boston Museum of Fine Arts 59,000 59,000 1,245 0
Engineers Joint Pension Fund 218,000 218,000 4,602 0
Physicians Life 450,000 450,000 9,499 0
Wake Forest University 466,000 466,000 9,837 0
Dunham & Associates II 41,000 41,000 865 0
Dunham & Associates III 22,000 22,000 464 0
San Diego City Retirement 589,000 589,000 12,434 0
San Diego County Convertible 1,800,000 1,800,000 37,999 0
TQA Leverage Fund, L.P. 565,000 565,000 11,927 0
Anchor Pathway Growth-Income
Series 3,650,000 3,650,000 77,054 0
GLG Market Neutral Fund 2,000,000 2,000,000 42,221 0
Unknown (4) 3,490,000 3,490,000 73,687 0
============ ============ ========= =======
Total $189,475,000 $189,475,000 3,999,954 129,100
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</TABLE>
(1) Assumes conversion of full amount of Debentures held by such holder at the
initial rate of $47.369 in principal amount of Debentures per share of
Common Stock.
(2) Debentures are held in the nominee name of Mag & Co. The entity is either
an investment company or a portfolio of an investment company registered
under Section 8 of the Investment Company Act of 1940, as amended, or a
private investment account advised by Fidelity Management & Research
Company ("FMR Co."). FMR Co. is a Massachusetts corporation and an
investment advisor registered under Section 203 of the Investment Advisers
Act of 1940, as amended, and provides investment advisory services to each
of such Fidelity entities identified above, and to other registered
investment companies and to certain other funds which are generally offered
to a limited group of investors. FMR Co. is a wholly-owned subsidiary of
FMR Corp. ("FMR"), a Massachusetts corporation. The holdings are as of
September 2, 1998.
(3) General Motors Investment Management Corporation, a wholly owned subsidiary
of General Motors Corporation ("GM"), provides investment advice and
investment management services
6
<PAGE>
with respect to the assets of certain employee benefit plans of GM and its
subsidiaries, including the General Motors Employees Domestic Group Pension
Trust, and with respect to the assets of certain direct and indirect
subsidiaries of GM and associated entities, including Motors Insurance
Corporation and the General Motors Foundation, Inc.
(4) Certain of the Debentures are currently evidenced by a global Debenture
which has been deposited with DTC and registered in the name of Cede & Co.
as DTC's nominee. Therefore, the Company is unable to provide the names of
the remaining Selling Stockholders.
Additional Shares. Set forth below are the names of certain other Selling
Securityholders who acquired shares of Common Stock in certain transactions not
related to the sale of Debentures and the maximum number of Additional Shares
that may be sold by each such Selling Securityholder from time to time
hereunder. No such Selling Securityholders nor any of their affiliates has held
any position or office with, been employed by or otherwise have had any material
relationship with, the Company or any of its affiliates during the three years
prior to the date of this Prospectus. The percentage of Common Stock
beneficially owned by each of the Selling Securityholders identified below both
prior to and after giving effect to the offering being made hereby is less than
1%.
<TABLE>
<CAPTION>
Number of Shares of Number of Shares of
Common Stock Number of Shares of Common Stock
Beneficially Owned Common Stock to be Beneficially Owned
Name Prior to this Offering Offered Hereunder After this Offering
---------------- ----------------------- ------------------- -------------------
<S> <C> <C> <C>
Robash Inc. 243 243 0
Beincke Investment 1,944 1,944 0
Fund L.P.
Theodore H. Ashford 4,243 243 4,000
Bedrock Asset Trust I 7,778 7,778 0
Bankers Trust
Company, as Trustee
of the Hughes Aircraft
Company Retirement Plans 80,539(1) 2,431(1) 78,108
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</TABLE>
(1) Includes 2,431 shares of Common Stock subject to outstanding common stock
purchase warrants held by Bankers Trust Company, as Trustee of the Hughes
Aircraft Company Retirement Plans.
The date of this Prospectus Supplement is
October 27, 1998
7
