RULE 424(b)(3)
FILE NO. 33-95732
SHEFFIELD PHARMACEUTICALS, INC.
SUPPLEMENT NO. 1 DATED MAY 4, 1999
TO PROSPECTUS DATED SEPTEMBER 6, 1995
As a result of adjustments in the number of shares issuable upon exercise of
warrants held by certain Selling Stockholders in accordance with applicable
anti-dilution provisions and the transfer of certain options, the cover page of
the Prospectus dated September 6, 1995 (the "Prospectus") and the table of
Selling Stockholders in the Selling Stockholders section of the Prospectus are
hereby supplemented and amended as follows:
(a) The cover page of the Prospectus is amended to provide that
the total number of shares of Common Stock being offered by
Selling Stockholders has been reduced from 5,102,724 shares to
1,756,725 shares.
(b) The Selling Stockholders table on page 12 of the Prospectus is
amended and restated in its entirety as follows:
<TABLE>
<CAPTION>
Shares Beneficially Shares to be Shares Beneficially
Owned Prior to Sold in Owned After
Offering(1)(2) Offering Offering(3)
----------------------------- ----------------- --------------------------
NAME(1) NUMBER PERCENT NUMBER PERCENT
- ------- ------ ------- ------ -------
<S> <C> <C> <C> <C> <C>
SMT Investment Partnership 191,000(4) * 191,000 0 ---
The Fort Hill Group, Inc. 30,000(5) * 30,000 0 ---
Global Equities 37,500(6) * 37,500 0 ---
Kerry Nagle 45,000(7) * 45,000 0 ---
Chan Koo Chung 15,000(8) * 15,000 0 ---
Monica Koechin 400,000(9) 1.5% 400,000 0 ---
John Casey 18,750(10) * 18,750 0 ---
Lommen Family Trust 12,000(11) * 12,000 0 ---
Kelly Family Trust 10,500(12) * 10,500 0 ---
Larry Peery 4,500(13) * 4,500 0 ---
John P. Boesel 58,125(14) * 58,125 0 ---
George D. Anderson 18,750(15) * 18,750 0 ---
Gabiano, Inc. 12,000(16) * 12,000 0 ---
Schlegel Investment Co.
Money Investment Plan 15,000(17) * 15,000 0 ---
Keith V. Denner 15,000(18) * 15,000 0 ---
Gloria Iorio 9,600(19) * 9,600 0 ---
Thomas R. Reardon 15,000(20) * 15,000 0 ---
Eugene J. O'Neill 24,000(21) * 24,000 0 ---
XPER International Ltd. 10,000(22) * 10,000 0 ---
Global Gestion 196,000(23) * 196,000 0 ---
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Shares Beneficially Shares to be Shares Beneficially
Owned Prior to Sold in Owned After
Offering(1)(2) Offering Offering(3)
----------------------------- ----------------- --------------------------
<S> <C> <C> <C> <C>
Arab Petroleum Investment
Corp. 500,000(24) 1.8% 500,000 0 ---
Edward C. Rubatino 12,500(25) * 12,500 0 ---
JDW Irrevocable Trust 25,000(26) * 25,000 0 ---
John G. Cage 14,000(27) * 14,000 0 ---
Karen Blandini 5,000(28) * 5,000 0 ---
Kossert Enterprises 12,500(29) * 12,500 0 ---
Les Schultz 25,000(30) * 25,000 0 ---
Ward T. Bell 5,000(31) * 5,000 0 ---
John Schroeder 17,500(32) * 17,500 0 ---
James Allen 2,500(33) * 2,500 0 ---
Al Yee 2,500(33) * 2,500 0 ---
James Desmond 13,700(34) * 13,700 0 ---
</TABLE>
- --------------------------------------
* Less than 1%.
(1) The persons named in the table, to the Company's knowledge, have sole
voting and investment power with respect to all shares shown as
beneficially owned by them, subject to community property laws where
applicable and the information contained in the footnotes hereunder.
(2) Determined in accordance with Rule 13-3(d) of the Exchange Act of 1934.
(3) Assumes all shares of Common Stock offered hereby are sold pursuant to
the registration statement of which the prospectus constitutes a part.
(4) Represents shares issuable upon exercise of stock purchase warrants.
SMT has the right upon exercise of warrant issued by the Company to
SMT, to acquire up to 191,000 shares of Common Stock.
(5) Represents shares issuable upon exercise of certain stock purchase
warrants. The Fort Hill Group, Inc. is a former financial advisor to
the Company.
(6) Includes 32,500 shares issuable upon exercise of certain stock purchase
warrants.
(7) Includes 15,000 shares of Common Stock issuable upon exercise of PP
Unit Warrants.
(8) Includes 5,000 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(9) Includes (i) 10,000 shares of Common Stock issuable upon exercise of PP
Unit Warrants, (ii) 35,000 shares of Common Stock issuable upon
exercise of PP II Unit Warrants and (iii) 100,000 shares issuable upon
exercise of certain stock options.
(10) Includes 6,250 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(11) Includes 4,000 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(12) Includes 3,500 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(FOOTNOTES CONTINUED ON NEXT PAGE)
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<PAGE>
(13) Includes 1,500 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(14) Includes (i) 3,125 shares of Common Stock issuable upon exercise of PP
Unit Warrants and, (ii) 25,000 shares of Common Stock issuable upon
exercise of certain stock options.
(15) Includes 6,250 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(16) Includes 4,000 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(17) Includes 5,000 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(18) Includes 5,000 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(19) Includes 3,200 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(20) Includes 5,000 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(21) Includes 8,000 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(22) Includes 5,000 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(23) Includes (i) 32,000 shares of Common Stock issuable upon exercise of PP
Unit Warrants and (ii) 50,000 shares of Common Stock issuable upon
exercise of PP II Unit Warrants.
(24) Includes 250,000 shares of Common Stock issuable upon exercise of PP II
Unit Warrants.
(25) Includes 6,250 shares of Common Stock issuable upon exercise of PP II
Unit Warrants.
(26) Represents 12,500 shares of Common Stock issuable upon exercise of PP
II Unit Warrants.
(27) Includes 7,000 shares of Common Stock issuable upon exercise of PP II
Unit Warrants.
(28) Includes 2,500 shares of Common Stock issuable upon exercise of PP II
Unit Warrants.
(29) Includes 6,250 shares of Common Stock issuable upon exercise of PP II
Unit Warrants.
(30) Includes 12,500 shares of Common Stock issuable upon exercise of PP II
Unit Warrants.
(31) Includes 2,500 shares of Common Stock issuable upon exercise of PP II
Unit Warrants.
(32) Includes 12,500 shares of Common Stock issuable upon exercise of
certain stock purchase options.
(33) Represents shares of Common Stock issuable upon exercise of certain
stock purchase options.
(34) Includes 2,500 shares of Common Stock issuable upon exercise of certain
stock purchase options.
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