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FILED UNDER RULE 424(B)(3)
REGISTRATION STATEMENT NO. 33-99724
PROSPECTUS SUPPLEMENT NO. 3
TO
PROSPECTUS DATED DECEMBER 4, 1995
OF
MATRITECH, INC.
This Prospectus Supplement No. 3 supplements the Prospectus dated December
4, 1995, the Prospectus Supplement dated June 21, 1996 and the Prospectus
Supplement No. 2 dated November 8, 1996 (collectively, 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 23, 1997
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In connection with the transfer by H. J. Meyers & Co., Inc. of certain
Underwriting Warrants, the "Selling Securityholders" section of the Prospectus
is hereby amended to (i) delete the reference on Page 10 to H. J. Meyers & Co.,
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>
H. J. Meyers & Co., Inc. (18) 207,336 1.6% 167,336 40,000 *
Peter Stern (25) 30,000 * 10,000 20,000 *
Ellen Lewis (26) 22,664 * 22,664 0 *
</TABLE>
(18) As of November 10, 1995, and as adjusted to reflect only the subsequent (i)
transfer of Underwriting Warrants to purchase 10,000 shares of Common Stock
to Peter Stern, (ii) transfer of Underwriting Warrants to purchase 22,664
shares of Common Stock to Gerard Mangiardi, (iii) transfer of certain
Selling Agent Warrants to purchase 5,000 Units (each "Unit" consisting of
one share of Common Stock and one Class B Common Stock Purchase Warrant
("Class B Warrant")) to Peter Stern, (iv) exercise of Selling Agent
Warrants to purchase 10,000 Units and (v) transfer Class B Warrants to
purchase up to 10,000 shares of Common Stock to Peter Stern, the beneficial
holdings of H. J. Meyers & Co., Inc. consist of Underwriting Warrants to
purchase 167,336 shares of Common Stock, Selling Agent Warrants to purchase
15,000 Units and 10,000 shares of Common Stock. H. J. Meyers & Co., Inc.
acted as lead underwriter in the Company's August 1993 public offering of
2,500,000 shares of Common Stock and as a selling agent in the Company's
September 1994 private placement of 2,346,373 units consisting of one share
of Common Stock and one Class A Redeemable Common Stock Purchase Warrant.
(25) As of June 10, 1997 Mr. Stern's beneficial holdings consist of (i)
Underwriting Warrants to purchase 10,000 shares of Common Stock, (ii)
Selling Agent Warrants to purchase 5,000 Units, and (iii) Class B Warrants
to purchase up to 10,000 shares of Common Stock. Mr. Stern received his
Underwriting Warrants by transfer from H. J. Meyers & Co., Inc. Mr.
Stern's beneficial holdings are based upon a questionnaire completed on
June 10, 1997. Mr. Stern is a managing director of Jesup & Lamont
Securities Corporation. Jesup & Lamont Securities Corporation acted as a
selling agent in the Company's September 1994 Private Placement of
2,346,373 units (each unit consisting of one share of the Company's Common
Stock and one Class A Redeemable Common Stock Purchase Warrant).
(26) As of June 15, 1997, Ms. Lewis's beneficial holdings consist of
Underwriting Warrants to purchase 22,664 shares of Common Stock. Ms. Lewis
received her Underwriting Warrants by transfer from Gerard Mangiardi, who
received his Underwriting Warrants from H. J. Meyers &
<PAGE>
Co., Inc. Ms. Lewis's beneficial holdings are based upon a questionnaire
completed on June 15, 1997.
