<PAGE>
FILED UNDER RULE 424(B)(3)
REGISTRATION STATEMENT NO. 33-87432
PROSPECTUS SUPPLEMENT NO. 2
TO
PROSPECTUS DATED JANUARY 31, 1995
OF
MATRITECH, INC.
This Prospectus Supplement No. 2 supplements the Prospectus dated January
31, 1995, as supplemented by Prospectus Supplement dated February 8, 1996
(collectively, the "Prospectus") of Matritech, Inc. (the "Company") relating to
the resale of up to 5,036,520 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. 33-87432.
The date of this Prospectus Supplement is June 23, 1997
<PAGE>
In connection with the transfer by H. J. Meyers & Co., Inc. (formerly
Thomas James Associates, Inc.) of certain Securities to Peter Stern, the
"Selling Securityholders" section of the Prospectus is hereby amended to (i)
delete the reference on page 12 to Thomas James Associates, Inc., which
previously owned and offered 60,000 shares of Common Stock 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.
(7)(9)(13) 207,336 2.1% 40,000 167,336 1.7%
Peter Stern (14) 30,000 * 20,000 10,000 *
</TABLE>
(13) As of January 31, 1995, as adjusted to reflect only the subsequent (i)
acquisition of certain warrants to purchase 200,000 shares of Common Stock, (ii)
transfer of an aggregate of 32,664 warrants to Peter Stern and Gerard Mangiardi,
(iii) transfer of 5,000 Selling Agent Warrants to Peter Stern, (iv) exercise of
10,000 Selling Agent Warrants, and (v) transfer of 10,000 Agent Warrants to
Peter Stern, H. J. Meyers & Co., Inc.'s beneficial holdings consist of, 10,000
shares of Common Stock, 15,000 Selling Agent Warrants and additional warrants to
purchase 167,336 shares of Common Stock.
(14) As of June 10, 1997, Mr. Stern's beneficial holdings consist of (i) 5,000
Selling Agent Warrants, (ii) 10,000 Agent Warrants, and (iii) certain additional
warrants to purchase 10,000 shares of Common Stock. Mr. Stern received his
Securities by transfer from H. J. Meyers & Co., Inc. (formerly Thomas James
Associates, Inc.). Mr. Stern is a managing director of Jesup & Lamont
Securities Corporation.
