RULE 424(b)(3)
FILE NO. 33-95732
SHEFFIELD PHARMACEUTICALS, INC.
SUPPLEMENT NO. 2 DATED JUNE 1, 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 2,007,557 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 313,189(4) * 313,189 0 --
The Fort Hill Group, Inc. 30,000(5) * 30,000 0 --
Global Equities 37,500(6) * 37,500 0 --
Kerry Nagle 56,682(7) * 56,682 0 --
Chan Koo Chung 18,894(8) * 18,894 0 --
Monica Koechin 432,743(9) 1.5% 432,743 0 --
John Casey 23,617(10) * 23,617 0 --
Lommen Family Trust 15,115(11) * 15,115 0 --
Kelly Family Trust 13,226(12) * 13,226 0 --
Larry Peery 5,668(13) * 5,668 0 --
John P. Boesel 60,559(14) * 60,554 0 --
George D. Anderson 23,617(15) * 23,617 0 --
Gabiano, Inc. 15,115(16) * 15,115 0 --
Schlegel Investment Co.
Money Investment Plan 18,894(17) * 18,894 0 --
Keith V. Denner 18,894(18) * 18,894 0 --
Gloria Iorio 12,092(19) * 12,092 0 --
Thomas R. Reardon 18,894(20) * 18,894 0 --
Eugene J. O'Neill 30,230(21) * 30,230 0 --
XPER International Ltd. 13,894(22) * 13,894 0 --
</TABLE>
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<PAGE>
<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>
Arab Petroleum Investment
Corp 678,248(23) 1.8% 678,248 0 --
Edward C. Rubatino 16,956(24) * 16,956 0 --
JDW Irrevocable Trust 33,912(25) * 33,912 0 --
John G. Cage 18,991(26) * 18,991 0 --
Karen Blandini 6,782(27) * 6,782 0 --
Kossert Enterprises 16,956(28) * 16,956 0 --
Les Schultz 33,912(29) * 33,912 0 --
Ward T. Bell 6,782(30) * 6,782 0 --
John Schroeder 17,500(31) * 17,500 0 --
James Allen 2,500(32) * 2,500 0 --
Al Yee 2,500(32) * 2,500 0 --
James Desmond 13,700(33) * 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 313,189 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 26,682 shares of Common Stock issuable upon exercise of PP
Unit Warrants.
(8) Includes 8,894 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(9) Includes (i) 17,788 shares of Common Stock issuable upon exercise of PP
Unit Warrants, (ii) 59,955 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 11,117 shares of Common Stock issuable upon exercise of PP
Unit Warrants.
(11) Includes 7,115 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(12) Includes 6,226 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(FOOTNOTES CONTINUED ON NEXT PAGE)
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<PAGE>
(13) Includes 2,668 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(14) Includes (i) 5,559 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 11,117 shares of Common Stock issuable upon exercise of PP
Unit Warrants.
(16) Includes 7,115 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(17) Includes 8,894 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(18) Includes 8,894 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(19) Includes 5,692 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(20) Includes 8,894 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(21) Includes 14,230 shares of Common Stock issuable upon exercise of PP
Unit Warrants.
(22) Includes 8,894 shares of Common Stock issuable upon exercise of PP Unit
Warrants.
(23) Includes 428,248 shares of Common Stock issuable upon exercise of PP II
Unit Warrants.
(24) Includes 10,706 shares of Common Stock issuable upon exercise of PP II
Unit Warrants.
(25) Represents 21,412 shares of Common Stock issuable upon exercise of PP
II Unit Warrants.
(26) Includes 11,991 shares of Common Stock issuable upon exercise of PP II
Unit Warrants.
(27) Includes 4,282 shares of Common Stock issuable upon exercise of PP II
Unit Warrants.
(28) Includes 10,706 shares of Common Stock issuable upon exercise of PP II
Unit Warrants.
(29) Includes 21,412 shares of Common Stock issuable upon exercise of PP II
Unit Warrants.
(30) Includes 4,282 shares of Common Stock issuable upon exercise of PP II
Unit Warrants.
(31) Includes 12,500 shares of Common Stock issuable upon exercise of
certain stock purchase options.
(32) Represents shares of Common Stock issuable upon exercise of certain
stock purchase options.
(33) Includes 2,500 shares of Common Stock issuable upon exercise of certain
stock purchase options.
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