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Final Prospectus Filed Pursuant to
Rule 424(b)(3)
Registration No. 333-40942
MATRITECH, INC.
2,450,000 SHARES
OF COMMON STOCK
$.01 PAR VALUE PER SHARE
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This prospectus will allow us to issue common stock over time. This
means:
- we will provide a prospectus supplement each time we issue
common stock;
- the prospectus supplement will inform you about the specific
terms of that offering and also may add, update or change
information contained in this document; and
- you should read this document and any prospectus supplement
carefully before you invest.
Our common stock is quoted on the Nasdaq National Market under the
symbol "NMPS." On June 30, 2000, the last reported sale price for our common
stock as reported by the Nasdaq National Market was $6.625 per share. Our
executive offices are located at 330 Nevada Street, Newton, Massachusetts 02460,
and our telephone number is (617) 928-0820.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR INFORMATION THAT SHOULD BE CONSIDERED
BEFORE INVESTING.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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THE DATE OF THIS PROSPECTUS IS JULY 28, 2000.
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TABLE OF CONTENTS
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Page
Matritech, Inc....................................................... 3
Risk Factors......................................................... 3
Use of Proceeds...................................................... 10
Plan of Distribution................................................. 10
Legal Matters........................................................ 11
Experts.............................................................. 11
Where You Can Find More Information.................................. 11
Documents Incorporated by Reference.................................. 12
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MATRITECH, INC.
Matritech develops, manufactures and markets innovative cancer
diagnostic products based on its proprietary nuclear matrix protein technology.
The nuclear matrix, a three-dimensional protein framework within the nucleus of
cells, plays a fundamental role in determining cell type by physically
organizing the contents of the nucleus, including DNA. Matritech has
demonstrated that there are differences in the types and amounts of nuclear
matrix proteins found in cancerous and normal cells. Matritech believes that the
detection of these differences in nuclear matrix proteins, often called NMPs,
provides important diagnostic information about cellular abnormalities,
including cancer. Using its proprietary nuclear matrix protein technology and
expertise, Matritech has developed non-invasive or minimally invasive cancer
diagnostic tests for bladder and colon cancer and is developing additional tests
for cervical, breast and prostate cancer.
RISK FACTORS
An investment in the shares involves a high degree of risk. This
prospectus contains forward-looking statements which involve risks and
uncertainties. Our actual results could differ materially from those anticipated
in these forward-looking statements as a result of certain factors, including
the risks described below and elsewhere in this prospectus. The following risk
factors should be considered carefully along with the detailed information in
this prospectus and in the documents referred to in this prospectus. These
risks, among others, if realized, could materially hurt our business, results of
operations and financial condition.
IF WE ARE UNSUCCESSFUL IN OBTAINING NEEDED ADDITIONAL CAPITAL, WE MAY BE
UNABLE TO CONDUCT OUR BUSINESS AS PLANNED, TO PURSUE DESIRABLE MARKETS FOR OUR
CURRENT PRODUCTS OR TO DEVELOP AND MARKET NEW PRODUCTS.
We will need additional funding to continue to market our NMP22(R)
Bladder Cancer Test Kit, to conduct research and development, to conduct
clinical trials and to manufacture and market our products as we currently
contemplate. We are currently seeking to raise additional capital and will
consider various financing alternatives, including equity or debt financings and
corporate partnering arrangements. However, we may not be able to raise needed
capital on terms that are acceptable to us, or at all. If we do not receive
additional financing, we may be required to curtail further our expenses or take
other steps that could hurt our future performance.
BECAUSE OUR STOCK PRICE MAY BE VOLATILE, THE SHARES HELD BY YOU MAY LOSE
THEIR VALUE RAPIDLY.
The market price of our common stock has been, and may continue to be,
highly volatile. This price has ranged between $19.375 and $0.50 in the
fifty-two week period prior to June 30, 2000. The stock market has from time to
time experienced extreme price and volume fluctuations, particularly in the
biotechnology sector, which have often been unrelated to the operating
performance of particular companies. Factors such as announcements of
technological innovations or new products by our competitors or disappointing
results by third parties, as well as market conditions in our industry, may
significantly impact the market price of our common stock. For example, in the
past our stock price has been affected by announcements of clinical results,
clinical or technical breakthroughs or earnings by other biotechnology companies
unrelated to us or our performance. Our stock price has also been affected by
announcements of developments at Matritech. For example, our stock price has, in
the past, reacted to announcements regarding a delay of our regulatory approval
process for a new product,
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fluctuating sales results and decreasing balances of funds in the corporate
treasury. Thus, as a result of events at Matritech or in our industry, shares of
Matritech stock could lose their value rapidly.
OUR COMMON STOCK MAY BE DELISTED FROM THE NASDAQ NATIONAL MARKET, WHICH
WOULD MAKE IT MORE DIFFICULT FOR YOU TO SELL SHARES.
Our common stock is currently listed on the Nasdaq National Market. For
continued listing of our common stock on the Nasdaq National Market, we must,
among other things, maintain at least $4 million in net tangible assets and a
minimum bid price for our common stock of $1.00. If our net tangible assets fall
below $4 million, or if our common stock trades at a price of less than $1.00
for 30 consecutive business days or more, our shares may be delisted from the
Nasdaq National Market, and trading, if any, would then be conducted in a
non-Nasdaq over-the-counter market. If our shares are delisted, it could be more
difficult to sell them or to obtain accurate price information. In addition, if
our shares are delisted, they may be subject to a rule that imposes additional
sales practice requirements on broker-dealers who sell our shares to persons
other than established customers and accredited investors. For transactions
covered by this rule, the broker-dealer must make a special suitability
determination for the purchaser and must have received the purchaser's written
consent to the transaction prior to sale. Consequently, delisting, if it
occurred, may reduce the ability of broker-dealers to sell our shares and your
ability to sell your shares.
IF WE ARE UNABLE TO MARKET AND DEVELOP OUR PRODUCTS, WE WILL CONTINUE TO
INCUR OPERATING LOSSES AND INVESTORS MAY LOSE INTEREST IN OUR SHARES AND THEIR
MARKET VALUE MAY FALL.
We have incurred operating losses since we began operations in 1987.
These losses have resulted principally from costs incurred in research and
development and from selling, general and administrative costs associated with
our development. These costs have exceeded our revenues, which to date have been
generated primarily from initial sales of our NMP22 Bladder Cancer Test Kit, our
development agreements, government grants and interest income. We expect to
incur continuing operating losses in the near term. Our ability to be profitable
depends in part on our ability to market our existing products, obtain required
regulatory approvals and develop new products. We may not be able to market
successfully our existing products, obtain required regulatory approvals or
develop, commercialize, produce and market our future products or achieve or
maintain profitability.
IF OUR NMP22 BLADDER CANCER TEST KIT DOES NOT ACHIEVE WIDE MARKET
ACCEPTANCE, WE WILL NOT HAVE SIGNIFICANT NEAR-TERM PRODUCT SALES OR REVENUES.
We expect to generate substantially all of our near-term product sales
from the sale of our NMP22 Bladder Cancer Test Kits, which were cleared for sale
in the United States by the FDA in 1996, in Japan by the Koseisho in 1998 and in
the People's Republic of China by the State Drug Administration in 1999. Our
results of operations may suffer if the NMP22 Bladder Cancer Test Kit does not
achieve wide market acceptance because NMP22 is our only source of sales
revenue. The remainder of our products still require FDA approval or are in
development and do not result in significant revenues.
IF OUR DISTRIBUTORS DO NOT SUCCESSFULLY SELL OUR PRODUCTS, OUR SALES
REVENUE WILL SUFFER.
We have limited internal marketing and sales resources and personnel.
We derive a significant portion of our sales revenue from distribution
agreements with two distributors. Konica Corporation has an exclusive right to
sell our NMP22 Bladder Cancer Test Kit in Japan. Fisher Diagnostics has a
co-exclusive right with us to sell our NMP22 Bladder Cancer Test Kit to
hospitals and commercial
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laboratories in the United States. In addition, General Biologicals Corporation
has the right to sell our NMP22 Bladder Cancer Test in connection with an annual
screening program in Taiwan. Because we do not deal directly with customers when
selling through distributors, we depend on the ability of Konica and Fisher and,
to a lesser extent, General Biologicals, to market actively, to forecast demand
accurately and to maintain appropriate levels of inventory. We have minimal
control over our distributors, and these distributors are under no obligation to
fulfill their commitment to purchase a set quantity of our products. The failure
or delay by a distributor in selling our products, or any material breach of
their agreements with us could significantly reduce our revenues. We may be
unable to enter into additional distribution relationships on favorable terms,
if at all. These events could reduce anticipated future sales growth.
OUR OPERATING RESULTS MAY FLUCTUATE.
Our future operating results may vary significantly from quarter to
quarter or from year to year for several reasons, including:
- the timing and size of orders from customers and distributors;
- regulatory approvals and the introduction of new products by
us; and
- market acceptance of our products.
Our current planned expense levels are based in part upon expectations
about future revenue. Consequently, operating results may vary significantly
from quarter to quarter or year to year based on the timing of revenue. Revenue
or profits in any period will not necessarily indicate results in subsequent
periods.
WE FACE INTENSE COMPETITION AND OUR TECHNOLOGY MAY BECOME OBSOLETE.
Although we are not aware of any other company using nuclear matrix
protein technology to develop diagnostic or therapeutic products, competition in
the development and marketing of cancer diagnostics and therapeutics, using a
variety of technologies, is intense. Many pharmaceutical companies,
biotechnology companies, public and private universities and research
organizations actively engage in the research and development of clinical cancer
diagnostic products. Many of these organizations have greater financial,
manufacturing, marketing and human resources than we do.
We expect that certain of our clinical tests will compete with existing
FDA-approved clinical tests, including a test known as BTA, which has been
approved for monitoring bladder cancer, a test known as CEA, which is used
primarily for monitoring colorectal and breast cancers, a test known as PSA,
which is used primarily for monitoring and screening prostate cancer, and a test
known as TRUQUANT BR RIA, which is used for monitoring breast cancer. We are
also aware of a number of companies exploring the application of oncogene
technology to cancer diagnostics. Our diagnostic products will also compete with
more invasive or expensive procedures such as surgery, bone scans, magnetic
resonance imaging and other in vivo imaging techniques. In addition, other
companies may introduce competing diagnostic products based on other
technologies that may adversely affect our competitive position. As a result,
our products may become obsolete or non-competitive.
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IF WE ARE UNABLE TO DEVELOP AND MARKET FUTURE PRODUCTS, OUR SALES REVENUE
MAY NOT MEET EXPECTATIONS AND OUR STOCK PRICE MAY DROP.
Other than the NMP22 Bladder Cancer Test Kit, all of our products are
under development and are not expected to be commercially available in the
United States for some time. The majority of our products under development will
require significant additional research and development, laboratory testing,
clinical testing and regulatory approval prior to commercialization. The
development of our products involves the use of advanced technical methods that
require both a high degree of skill and judgment in their application. We may
encounter unexpected technical difficulties in the course of the development
process that we may be able to overcome only if we expend additional funds and
time, if at all. We may not successfully complete our product development
efforts, and we may not obtain the required regulatory approvals. In addition,
any future products, if and when introduced, may not be successfully
commercialized, produced and marketed or achieve customer acceptance. We believe
that the market value of our stock is based in part on an expectation of future
revenue producing products. If we are unable to develop and market future
products, or if the market believes that we are experiencing difficulty
developing future products, our stock price may drop. For example, the market
reacted negatively when we announced that one of our products would not receive
expedited FDA review.
GOVERNMENT REGULATION COULD MAKE THE DEVELOPMENT AND SALE OF OUR PRODUCTS
COSTLY AND DIFFICULT.
The FDA and, in some instances, foreign governments, extensively
regulate the medical devices that we market and manufacture. The FDA regulates
the clinical testing, manufacture, labeling, distribution and promotion of
medical devices in the United States. If we fail to comply with the FDA's
requirements, including Good Manufacturing Practices, we may face a number of
consequences, including:
- fines;
- injunctions;
- civil penalties;
- recall or seizure of products;
- total or partial suspension of production;
- failure of the government to grant premarket clearance or
premarket approval for devices;
- withdrawal of marketing approvals; and
- criminal prosecution.
The FDA also has the authority to request repair, replacement or refund
of the cost of any device that we manufacture or distribute.
Any products that we manufacture or distribute in accordance with FDA
clearances or approvals are subject to pervasive and continuing regulation by
the FDA, including:
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- device manufacturers and distributors are required to comply
with recordkeeping requirements and to report adverse
experiences with the use of the device;
- device manufacturers are required to register their
establishments and list their devices with the FDA and are
subject to periodic inspections by the FDA and certain state
agencies; and
- devices are required to be manufactured in accordance with
Good Manufacturing Practices regulations which impose certain
procedural and documentation requirements on us with respect
to manufacturing and quality assurance activities.
Labeling and promotional activities are subject to scrutiny in the
United States by the FDA and, in certain instances, by the Federal Trade
Commission. For example, the NMP22 Bladder Cancer Test Kit has received FDA
approval and may be promoted by us only as a prognostic indicator or as a
testing device for use by previously undiagnosed individuals who have symptoms
of or are at risk for bladder cancer. The FDA actively enforces regulations
prohibiting the promotion of devices for unapproved uses and the promotion of
devices for which premarket clearance or approval has not been obtained. If we
fail to comply with these requirements, we may face regulatory enforcement
action by the FDA that would prevent us from manufacturing or selling our
products, hurt our ability to conduct testing necessary to obtain market
clearance for these products and reduce our potential sales revenues.
We are also subject to a variety of state laws and regulations in those
states or localities where our products are or will be marketed. Any applicable
state or local regulations may hinder our ability to market our products in
those states or localities. Manufacturers are also subject to numerous federal,
state and local laws relating to such matters as safe working conditions,
manufacturing practices, environmental protection, fire hazard control, and
disposal of hazardous or potentially hazardous substances. We may be required to
incur significant costs to comply with these laws and regulations now or in the
future, which could increase future losses or reduce future profitability.
IF WE LOSE OUR PROPRIETARY TECHNOLOGY ADVANTAGE, WE COULD BE OVERWHELMED
BY COMPETITORS.
We rely on a combination of patent, trade secret and trademark laws,
nondisclosure and other contractual provisions and technical measures to protect
the proprietary rights in our current and planned products. These protections
may be inadequate, and our competitors may independently develop technologies
that are substantially equivalent or superior to our technology. Patent law
relating to the scope of claims in the biotechnology field is still evolving
and, therefore, the degree of future protection for our proprietary rights is
uncertain. In addition, the laws of certain countries in which our products are
or may be licensed or sold do not protect our products and intellectual property
rights to the same extent as the laws of the United States.
We believe that the use of the patents for nuclear matrix protein
technology licensed to us and the use of our trademarks and other proprietary
rights do not infringe upon the proprietary rights of third parties. However, we
may not prevail in any challenge of third-party intellectual property rights,
and third parties may successfully assert infringement claims against us in the
future. In addition, we may be unable to acquire licenses to any of these
proprietary rights of third parties on reasonable terms.
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HEALTHCARE REFORM MEASURES AND THIRD-PARTY REIMBURSEMENT POLICIES COULD
LIMIT THE PER-PRODUCT REVENUES FOR OUR PRODUCTS.
Our ability to commercialize successfully our planned products will
depend in part on the extent to which reimbursement for the cost of our products
will be available from government health administration authorities, private
health insurers and other third-party payors. In the case of private insurers,
the reimbursement of any medical device, either approved for investigational use
only or for research use, is at the sole discretion of the patient's individual
carrier. Even if a procedure has been previously approved for reimbursement, the
insurance carrier may decide not to continue to reimburse the procedure.
Further, even if in the future we do successfully sell our products to managed
care providers, it is possible that these sales will involve significant pricing
pressure on our products and keep our per-product revenues low. Healthcare
reform is an area of continuing national attention and a priority of many
governmental officials. Certain reform proposals, if adopted, could impose
limitations on the prices we will be able to charge in the United States for our
products or the amount of reimbursement available for our products from
governmental agencies or third-party payors. While we cannot predict whether any
of these legislative or regulatory proposals will be adopted or the effect that
these proposals may have on our business, the announcement or adoption of these
proposals could hurt our business by reducing demand for our products and could
hurt our stock price because of investor reactions.
IF WE DO NOT DEVELOP A LARGER MARKETING AND SALES FORCE, WE WILL REMAIN
DEPENDENT ON DISTRIBUTORS, AND WE MAY FAIL TO INCREASE SALES.
We have limited internal marketing and sales resources and personnel.
In order to market successfully our current and future products in the United
States and other territories in which we do not, or do not intend to, use
third-party distributors, we will need to develop a larger marketing and sales
force with appropriate technical expertise and distribution capability. We may
be unable to establish the marketing and sales capabilities that we need, and we
may be unsuccessful in gaining market acceptance for any of our products.
IF WE ARE UNABLE TO MANUFACTURE THE PRODUCT VOLUMES WE NEED, WE WILL BE
UNABLE TO ACHIEVE PROFITABILITY.
We have been manufacturing and assembling our test kits for limited
commercial sales since 1995 but have not yet manufactured the large product
volumes necessary for us to achieve profitability. We may encounter difficulties
in scaling up production of new products, if necessary, including problems
involving:
- production yields;
- quality control and assurance;
- component supply; and
- shortages of qualified personnel.
These problems could make it very difficult to produce sufficient
product to satisfy customer needs and could result in customer dissatisfaction.
We may not be able to achieve reliable, high-volume manufacturing at a
commercially reasonable cost. In addition, numerous governmental authorities
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extensively regulate our manufacturing operations. Failure to satisfy our
manufacturing needs could result in decreased sales, loss of market share and
potential loss of certain distribution rights.
IF OUR SUPPLIERS CANCEL THEIR AGREEMENTS WITH US, IT MAY BE DIFFICULT FOR
US TO FIND REPLACEMENTS FOR OUR SUPPLIERS.
We currently rely on sole suppliers for certain key components for our
test kits. If the components from these suppliers should become unavailable for
any reason, we would seek alternative sources of supply. In order to maintain
the FDA validation of our manufacturing process, we would have to show that
these alternative sources of supply are equivalent to our current sources.
Although we attempt to maintain an adequate level of inventory to provide for
these and other contingencies, if our manufacturing processes are disrupted as a
result of a shortage of key components or a revalidation of new components, we
may be unable to meet our commitments to customers. Our failure or delay in
meeting our commitments could cause sales to decrease, market share to be lost
permanently, and could result in significant expenses to obtain alternative
sources of supply with the necessary facilities and know-how.
IF WE ARE UNABLE TO RETAIN OUR KEY PERSONNEL, WE MAY BE UNABLE TO ACHIEVE
OUR DEVELOPMENTAL OBJECTIVES.
Our success depends, in large part, upon our ability to attract and
retain a highly qualified scientific and management team. We have no employment
contracts with any of our key personnel. The loss of key personnel or the
failure to recruit the necessary additional personnel needed for a qualified
team might impede the achievement of developmental objectives. We face
competition for qualified personnel from other companies, research and academic
institutions, government entities and other organizations. We may not be
successful in hiring or retaining qualified scientific or management personnel
on acceptable terms, given the competition among numerous pharmaceutical and
biotechnology companies, government entities and research and academic
institutions for qualified personnel.
IF WE ARE SUED FOR PRODUCT-RELATED LIABILITIES, THE COST COULD BE
PROHIBITIVE TO US.
The testing, marketing and sale of human healthcare products entail an
inherent exposure to product liability, and third parties may successfully
assert product liability claims against us. Although we currently have insurance
covering our products, we may not be able to maintain this insurance at
acceptable costs in the future, if at all. In addition, our insurance may not be
sufficient to cover large claims. Significant product liability claims could
result in large and unexpected expenses as well as a costly distraction of
management resources and potential negative publicity and reduced demand for our
product.
OUR ACTIVITIES INVOLVE THE USE OF HAZARDOUS MATERIALS, AND WE MAY BE HELD
LIABLE FOR ANY ACCIDENTAL INJURY FROM THESE HAZARDOUS MATERIALS.
Our research and development activities involve the controlled use of
hazardous materials, including radioactive compounds. Although we believe that
our safety procedures for handling and disposing of our hazardous materials
comply with the standards prescribed by federal, state and local laws and
regulations, the risk of accidental contamination or injury from these materials
cannot be completely eliminated. In the event of an accident, we could be held
liable for damages that result and significant and unexpected costs including
costs relating to liabilities and clean-up, costs from increased insurance
premiums or inability to obtain adequate insurance at a reasonable price and
costs from loss of
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operations during clean-up.
YEAR 2000 COMPLIANCE COSTS AND RISKS ARE DIFFICULT TO ASSESS AND COULD
DISRUPT OUR OPERATIONS.
Some existing computer systems and software products do not properly
recognize dates after December 31, 1999, which is known as the Year 2000
problem. The Year 2000 problem could result in miscalculations, data corruption,
system failures or disruptions of operations.
To date, we have not experienced any disruptions in our systems
following December 31, 1999. In addition, to date, we have not been made aware
that any of our suppliers or service vendors has experienced disruptions in
their systems. Failure of our internal systems, or those maintained by our
suppliers and vendors, to operate properly with regard to the Year 2000 problem
could require us to incur significant unanticipated expenses to remedy any
problems.
USE OF PROCEEDS
We intend to use the net proceeds of this offering, if any, to fund our
research and development programs, to market and commercialize our existing
products and to obtain required regulatory approvals for our existing and future
products. We have not identified precisely the amounts we plan to spend in each
area. We currently plan that the proceeds, if any, will be used primarily for
product development, including clinical trials and preclinical studies. The
amounts actually expended for each purpose may vary significantly depending upon
numerous factors, including:
- the amount and timing of the proceeds from this offering,
- the progress of our research and development programs,
- the results of our preclinical and clinical studies,
- the timing of regulatory approvals,
- the development of our marketing and distribution initiatives,
- technological advances, and
- the status of competitive products.
Proceeds of this offering, if any, may also be used to acquire
companies or products that complement our business.
PLAN OF DISTRIBUTION
We may offer the common stock:
- directly to one or more purchasers;
- to or through underwriters;
- through dealers, agents or institutional investors; or
- through a combination of such methods.
Regardless of the method used to sell the common stock, we will provide
a prospectus supplement that will disclose:
- the identity of any underwriters, dealers, agents or investors
who purchase the common stock;
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- the material terms of the distribution, including the number
of shares sold and the consideration paid;
- the amount of any compensation, discounts or commissions to be
received by the underwriters, dealers or agents;
- the terms of any indemnification provisions, including
indemnification from liabilities under the federal securities
laws; and
- the nature of any transaction by an underwriter, dealer or
agent during the offering that is intended to stabilize or
maintain the market price of the common stock.
LEGAL MATTERS
Several legal matters with respect to the shares of common stock of
Matritech offered under this prospectus will be passed upon for Matritech by
Testa, Hurwitz & Thibeault, LLP, Boston, Massachusetts.
EXPERTS
The audited financial statements incorporated by reference in this
prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
WHERE YOU CAN FIND MORE INFORMATION
Matritech is subject to the informational requirements of the Exchange
Act, and in accordance with those requirements files reports, proxy statements
and other information with the Securities and Exchange Commission. The reports,
proxy statements and other information that Matritech files with the SEC under
the informational requirements of the Securities Exchange Act of 1934 may be
obtained from the SEC's Public Reference Section at 450 Fifth Street, N.W.,
Washington, D.C. 20549 at prescribed rates. Please call 1-800-SEC-0330 for
information about the SEC's Public Reference Room. Matritech's common stock is
traded on the Nasdaq National Market, and the reports, proxy statements and
other information that Matritech files with the SEC may also be inspected at the
offices of The Nasdaq Stock Market, Inc., Reports Section, 1735 K Street, N.W.,
Washington, D.C. 20006.
The Commission also maintains a Web site that contains reports, proxy
and information statements and other information regarding registrants that file
electronically with the Commission. The address of the Commission's Web site is
http: //www.sec.gov.
Matritech has filed with the Commission a registration statement on
Form S-3, including all amendments to the registration statement under the
Securities Act of 1933 with respect to the shares of common stock of Matritech
offered under this prospectus. This prospectus does not contain all of the
information set forth in the registration statement, certain parts of which are
omitted in accordance with the rules and regulations of the Commission. For
further information regarding Matritech and the shares offered under this
prospectus, please see the registration statement and the exhibits and schedules
filed with the
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registration statement. Statements contained in this prospectus regarding the
contents of any agreement or other document filed as an exhibit to the
registration statement are not necessarily complete, and in each instance please
see the copy of the full agreement filed as an exhibit to the registration
statement. We qualify each of these statements in all respects by the reference
to the full agreement. The registration statement, including the exhibits and
schedules to the registration statement, may be inspected at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and copies of all or any part of the registration
statement may be obtained from the Commission's office upon payment of the
prescribed fees.
DOCUMENTS INCORPORATED BY REFERENCE
The SEC allows Matritech to "incorporate by reference" the information
we file with them, which means that we can disclose important information to you
by referring you to those documents. The following documents filed by Matritech
with the Commission, File No. 001-12128, are incorporated by reference in this
prospectus, except as superseded or modified by this prospectus:
1. Matritech's annual report on Form 10-K for the fiscal year ended
December 31, 1999, filed under the Exchange Act, which contains audited
financial statements for the fiscal year ended December 31, 1999.
2. Matritech's quarterly report on Form 10-Q for the fiscal quarter ended
March 31, 2000 filed under the Exchange Act, which contains unaudited
financial statements for the fiscal quarter ended March 31, 2000.
3. The description of Matritech's common stock, $.01 par value per share,
contained in the section entitled "Description of Registrant's
Securities to be Registered" contained in Matritech's registration
statement on Form 8-A filed with the Commission on March 10, 1992,
including any amendment or report filed for the purpose of updating the
description of Matritech's common stock.
All documents filed by Matritech under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this prospectus
and prior to the termination of the offering made under this prospectus are
incorporated by reference in this prospectus and made a part of this prospectus
from the date Matritech files the documents with the SEC. Any statement
contained in this prospectus or in a document incorporated or deemed to be
incorporated by reference in this prospectus shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any other subsequently filed document which
also is or is deemed to be incorporated by reference in this prospectus modifies
or supersedes such statement. Any statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a part of this
prospectus. Matritech will provide without charge to each person, including any
beneficial owner, to whom this prospectus is delivered, upon the written or oral
request of that person, a copy of any document incorporated in this prospectus
by reference other than exhibits unless those exhibits are specifically
incorporated by reference into the documents. Requests for these copies should
be directed to Matritech, Inc., Attention: John S. Doherty Jr., Chief Financial
Officer, 330 Nevada Street, Newton, Massachusetts 02460, telephone (617)
928-0820.
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================================================================================
2,450,000 SHARES
OF
COMMON STOCK
OF
MATRITECH, INC.
You should rely only on the information
contained in this prospectus or
information specifically incorporated by
reference in this prospectus. We have
not authorized anyone to provide you
with information that is different.
Neither the delivery of this prospectus,
nor any sale made hereunder, shall
create any implication that the
information in this prospectus is
correct after the date hereof. This
prospectus is not an offer to or
solicitation of any person in any
jurisdiction in which such offer or
solicitation is illegal.
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Matritech, Inc............................ 3
Risk Factors.............................. 3
Use of Proceeds........................... 10
Plan of Distribution...................... 10
Legal Matters............................. 11
Experts................................... 11
Where You Can Find More
Information............................... 11
Documents Incorporated by
Reference................................. 12
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July 28, 2000
