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Filed pursuant to Rule 424(b)(2)
Registration Statement No. 333-40942
PROSPECTUS SUPPLEMENT NO. 3
(TO PROSPECTUS DATED JULY 28, 2000)
109,449 SHARES
MATRITECH, INC.
COMMON STOCK
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You should read this prospectus supplement and the accompanying
prospectus carefully before you invest. Both documents contain information you
should consider carefully before making your investment decision.
INVESTING IN OUR COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK
FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS FOR INFORMATION THAT SHOULD BE
CONSIDERED BEFORE INVESTING.
PLAN OF DISTRIBUTION
We are offering up to an aggregate of 109,449 shares of our common
stock to Acqua Wellington North American Equities Fund, Ltd. ("Acqua
Wellington") pursuant to this prospectus supplement. The shares of common stock
have been purchased pursuant to a common stock purchase agreement at a
negotiated average purchase price of $5.4820 per share.
In connection with Acqua Wellington's purchase and potential resale of
the shares covered by this prospectus supplement, we have agreed to indemnify
and hold harmless Acqua Wellington and each person who controls Acqua Wellington
against certain liabilities, including liabilities under the Securities Act,
which may be based upon, among other things, any untrue statement or alleged
untrue statement of a material fact or any omission or alleged omission of a
material fact, unless made or omitted in reliance upon written information
provided to us by Acqua Wellington.
USE OF PROCEEDS
We will use the proceeds of this offering as described in the
prospectus. See "Use of Proceeds" beginning on page 13 of the prospectus.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 1, 2000.
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WHERE YOU CAN FIND MORE INFORMATION
The SEC allows us to "incorporate by reference" information that we
file with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus supplement and the accompanying prospectus.
We incorporate the documents listed on page 11 and 12 of the prospectus. In
addition, we incorporate by reference in this prospectus the following documents
filed by us with the Securities and Exchange Commission, File No. 001-12128,
except as superseded or modified by this prospectus:
1. Our quarterly report on Form 10-Q for the fiscal quarter ended
June 30, 2000 filed under the Securities and Exchange Act, which
contains unaudited financial statements for the fiscal quarter
ended June 30, 2000.
2. Our current report on Form 8-K dated June 28, 2000.
3. Our current report on Form 8-K dated August 24, 2000.
MARKET FOR OUR COMMON STOCK
Our common stock is quoted on the Nasdaq National Market under the
symbol "NMPS." On October 27, 2000, the last reported sale price of our common
stock as reported by the Nasdaq National Market was $5.813 per share. The common
stock sold under this prospectus supplement will be listed on the Nasdaq
National Market after we notify the Nasdaq National Market that the shares have
been issued. Our executive offices are located at 330 Nevada Street, Newton,
Massachusetts 02460, and our telephone number is (617) 928-0820.
As of October 27, 2000, we had 25,110,569 shares of common stock
outstanding.
GENERAL
You should rely only on the information provided or incorporated by
reference in this prospectus supplement and the prospectus. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus supplement is accurate as of any
date other than the date on the front of these documents.
NEITHER THE SECURITIES 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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TABLE OF CONTENTS
PAGE
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PROSPECTUS SUPPLEMENT
Plan of Distribution............................................. S-1
Use of Proceeds.................................................. S-1
Where You Can Find More Information.............................. S-2
Market for Our Common Stock...................................... S-2
General.......................................................... S-2
PROSPECTUS
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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PROSPECTUS
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.
---------------
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.
---------------
THE DATE OF THIS PROSPECTUS IS JULY 28, 2000.
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TABLE OF CONTENTS
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Page
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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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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. Through our European subsidiary, we
distribute other diagnostic products in Europe.
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 would consider raising 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 LOSE SIGNIFICANT NEAR-TERM PRODUCT SALES OR REVENUES.
We expect to generate a significant share of 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
a major source of sales revenue. The remainder of our NMP 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 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
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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.
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 and other diagnostic
products distributed by our European subsidiary, 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
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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:
- 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
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- 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.
Consequently, we cannot currently promote the NMP22 Bladder Cancer Test Kit for
cancer screening in the United States or for any other unapproved use. 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.
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,
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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
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
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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 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.
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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;
- 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.
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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 Exchange Act 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 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 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.
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<PAGE> 15
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 Exchange Act 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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<PAGE> 16
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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.
----------------------------
TABLE OF CONTENTS
----------------------------
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
2,450,000 SHARES
OF
COMMON STOCK
OF
MATRITECH, INC.
================================================================================
July 28, 2000
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