<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 19, 1997
Rule 424(b)(3)
Registration Statement Nos. 33-44329
33-86920
33-80571
SUPPLEMENT NO. 1 TO PROSPECTUS DATED JANUARY 27, 1997
SMT HEALTH SERVICES INC.
2,999,550 SHARES OF COMMON STOCK
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EXERCISE OF WARRANTS
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This supplement sets forth the methods for the exercise of the Company's
Warrants to purchase, at $7.00 per Warrant (subject to further adjustment),
1.1235 shares of the Common Stock, par value $.01 per share, of SMT Health
Services Inc., a Delaware corporation ("SMT" or the "Company"), AT OR UNTIL
5:00 P.M., NEW YORK TIME, ON MARCH 4, 1997 unless extended by the Company (the
"Warrant Expiration Date"). The Warrants are redeemable by the Company in
certain events.
The Warrants and the Common Stock are traded on the Nasdaq National Market
under the symbols SHEDW and SHED, respectively. The closing sale prices for
the Warrants and the Common Stock were $2.625 and $8.625, respectively, on
February 18, 1997.
In order to exercise the Warrants, the holder must deliver to the Warrant
Agent, American Stock Transfer & Trust Company, 40 Wall Street, 46th Floor,
New York, NY 10004, Warrant certificates, with the Subscription Form on the
reverse side thereof duly executed indicating the number of Warrants being
exercised, along with cash (including via wire transfer) or a check payable to
SMT Health Services Inc. for $7.00 times the number of Warrants being
exercised, by the Warrant Expiration Date. Beneficial holders of the Warrants
should contact their broker or bank representative. Warrants may be exercised
through the facilities of The Depository Trust Company (CUSIP # 784585-11-9).
The Warrants also may be exercised by delivery to the Warrant Agent, by the
Warrant Expiration Date, of a Notice of Guaranteed Delivery, in the form
attached hereto as Appendix A or in the form substantially equivalent thereto.
Such form may be delivered by mail, hand delivery or overnight courier to the
address of the Warrant Agent set forth above, or by facsimile at (718) 234-
5001.
A holder of the Warrants is responsible for ensuring that the method of
exercise of the Warrants has been effected prior to the Warrant Expiration
Date.
THE PROSPECTUS CONTAINS IMPORTANT INFORMATION RELATING TO THE COMPANY'S
BUSINESS, MANAGEMENT AND FINANCIAL CONDITION AND SHOULD BE READ CAREFULLY
BEFORE MAKING ANY DECISION WITH RESPECT TO THE EXERCISE OF THE WARRANTS.
American Stock Transfer & Trust Company (the "Warrant Agent") and
Shareholder Communications Corporation (the "Information Agent") have agreed
to provide certain services in connection with the exercise of the Warrants.
If you require assistance, please contact the Warrant Agent at (800) 937-5449,
the Information Agent at (800) 877-8579 or David A. Zynn, Chief Financial
Officer of the Company, at (412) 933-3300. Requests for general information or
additional copies of the Prospectus should be directed to the Information
Agent.
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NEITHER THE PROSPECTUS NOR THE SECURITIES OFFERED THEREBY HAVE 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 THE
INFORMATION CONTAINED IN THE PROSPECTUS OR THIS DOCUMENT. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is February 19, 1997
<PAGE>
APPENDIX A
[FORM OF NOTICE OF GUARANTEED DELIVERY]
NOTICE OF GUARANTEED DELIVERY FOR EXERCISE
OF WARRANTS TO PURCHASE SHARES OF COMMON
STOCK OF SMT HEALTH SERVICES INC.
As set forth in the Prospectus Supplement dated February 19, 1997, this form
or one substantially equivalent must be used to exercise warrants (the
"Warrants") of SMT Health Services Inc., a Delaware corporation, if the
certificate(s) for the Warrants to be exercised are not immediately available,
or the procedure for book-entry transfer cannot be completed on a timely basis
or a holder of the Warrants cannot deliver the certificate(s) and all other
required documents to the Warrant Agent at the address listed below prior to
the Expiration Date (as defined in the Prospectus Supplement and in the
Warrant Agreement dated March 11, 1992 between the Company and the Warrant
Agent). This form may be delivered by hand or sent by facsimile transmission
or mail to the Warrant Agent and must be received by the Warrant Agent on or
prior to the Warrant Expiration Date.
THE WARRANT AGENT IS:
AMERICAN STOCK TRANSFER & TRUST COMPANY
By Mail: By Facsimile:
American Stock Transfer & Trust Company (718) 234-5001
40 Wall Street Confirm by Telephone
New York, New York 10005 (800) 937-5449
By Hand: Overnight Courier:
American Stock Transfer & American Stock Transfer &
Trust Company Trust Company
40 Wall Street, 46th Floor 40 Wall Street
New York, New York 10005 New York, New York 10005
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF INSTRUCTIONS VIA
A TELECOPY OR FACSIMILE NUMBER, OTHER THAN AS SET FORTH ABOVE, DOES NOT
CONSTITUTE A VALID DELIVERY
The New York Stock Exchange member firm or bank or trust company which
completes this form must communicate the guarantee and the number of Warrants
exercised to the Warrant Agent and must deliver this Notice of Guaranteed
Delivery guaranteeing that (a) the above-named person(s) owns the Warrants
exercised hereby and (b) the undersigned will deliver to the Warrant Agent the
certificates representing the Warrants exercised hereby in proper form for
exercise with required signature guarantees (or written confirmation of book-
entry transfer of such Warrants into the Warrant Agent's account at The
Depository Trust Company, the Midwest Securities Trust Company or the
Philadelphia Depository Trust Company), together, in each case, with cash or a
check made payable to SMT Health Services Inc. or a wire transfer to the
Warrant Agent for the benefit of SMT Health Services Inc. in the amount of the
aggregate exercise price of the Warrants exercised, and any other required
documents, all by the close of business on the third business day after the
Warrant Expiration Date (as defined in the Prospectus), to the Warrant Agent
prior to 5:00 p.m., New York time, on the Warrant Expiration Date (March 4,
1997, unless extended). Failure to exercise the Warrants or deliver this
Notice of Guaranteed Delivery by the Warrant Expiration Date will result in
the expiration of the Warrants for no value.
<PAGE>
LADIES AND GENTLEMEN:
The undersigned hereby exercises the number of Warrants of SMT Health
Services Inc., a Delaware corporation, set forth below upon the terms and
subject to the conditions set forth in the Prospectus Supplement dated
February 19, 1997, receipt of which is hereby acknowledged, together with cash
or a check made payable to SMT Health Services Inc. or a wire transfer to the
Warrant Agent for the benefit of SMT Health Services Inc. in the amount of the
aggregate exercise price of the Warrants exercised, pursuant to the guaranteed
delivery procedures set forth in the Prospectus Supplement.
Number of Warrants to be Exercised: Name(s) of Record Holder(s):
- ------------------------------- -------------------------------
-------------------------------
Certificate Nos. (if available):
- ------------------------------- Please Print Address(es) Here:
- ------------------------------- -------------------------------
-------------------------------
Check One box if Warrants will be
exercised by book-entry transfer
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[_]The Depository Trust Company Area Code and Telephone Number:
[_]Midwest Securities Trust Company
[_]Philadelphia Depository Trust -------------------------------
Company
Signature(s)
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Dated: , 1997
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GUARANTEE
The Undersigned, a member firm of a registered national securities exchange or
a member of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the
United States, guarantees that (a) the above-named person(s) owns the Warrants
exercised hereby and (b) the undersigned will deliver to the Warrant Agent the
certificates representing the Warrants exercised hereby in proper form for
exercise with required signature guarantees (or written confirmation of book-
entry transfer of such Warrants into the Warrant Agent's account at The
Depository Trust Company, the Midwest Securities Trust Company or the
Philadelphia Depository Trust Company), together, in each case, with cash or a
check made payable to SMT Health Services Inc. or a wire transfer to the
Warrant Agent for the benefit of SMT Health Services Inc. in the amount of the
aggregate exercise price of the Warrants execised, and any other required
documents, all within three New York Stock Exchange trading days after the
Warrant Expiration Date.
- ------------------------------- -------------------------------
(Address) (Name of Firm)
- ------------------------------- -------------------------------
(Area Code and Telephone (Authorized Signature)
Number)
Dated: , 1997
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