<PAGE>
FILED UNDER RULE 424(b)(3)
REGISTRATION STATEMENT NO. 33-99724
PROSPECTUS SUPPLEMENT
TO
PROSPECTUS DATED DECEMBER 4, 1995
OF
MATRITECH, INC.
This Prospectus Supplement supplements the Prospectus dated December 4,
1995 (the "Prospectus") of Matritech, Inc. (the "Company") relating to the
resale of up to 3,498,916 shares of the Company's Common Stock, par value $.01
per share (the "Common Stock"), which Prospectus was filed as a part of the
Company's Registration Statement No. 33-99724.
The date of this Prospectus Supplement is June 21, 1996
<PAGE>
In connection with the transfer by Hanifen, Imhoff Inc. of certain
Securities, the "Selling Securityholders" section of the Prospectus is hereby
amended to (i) delete the reference on Page 10 to Hanifen, Imhoff Inc., and (ii)
replace such reference as follows:
SHARES OF COMMON STOCK
<TABLE>
<CAPTION>
SECURITYHOLDER NAME (1) SHARES BENEFICIALLY OWNED SHARES SHARES BENEFICIALLY OWNED
PRIOR TO OFFERING OFFERED AFTER OFFERING(2)
NUMBER PERCENT(3) ------- NUMBER PERCENT(3)
------ --------- ------ ----------
<S> <C> <C> <C> <C> <C>
Hanifen, Imhoff Inc.(17) 161,821 1.25 161,821 0 *
Alan Zuckerman(19) 3,885 * 3,885 0 *
Jon Kruljac(20) 1,942 * 1,942 0 *
</TABLE>
(17) As of December 4, 1995 and as adjusted to reflect the subsequent transfer
of 3,885 warrant shares to Alan Zuckerman and 1,942 warrant shares to Jon
Kruljac, the beneficial holdings of Hanifen, Imhoff Inc. consist of Underwriting
Warrants to purchase 161,821 shares of Common Stock. Hanifen, Imhoff Inc.
acted as the lead underwriter in the Company's initial public offering in July
1992.
(19) Such individual received his Securities by transfer from Hanifen, Imhoff
Inc.
(20) Such individual received his Securities by transfer from Hanifen, Imhoff
Inc.
