<PAGE>
FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-94161
PROSPECTUS SUPPLEMENT NO. 2 DATED FEBRUARY 24, 2000
TO PROSPECTUS DATED JANUARY 26, 2000
INHALE THERAPEUTIC SYSTEMS, INC.
$108,450,000
OF
6 3/4% CONVERTIBLE SUBORDINATED DEBENTURES
DUE OCTOBER 13, 2006
AND
3,388,268 SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THE DEBENTURES
This prospectus supplement supplements the prospectus dated January 26, 2000 of
Inhale Therapeutic Systems, Inc. relating to the public offering and sale by
selling security holders described below. This prospectus supplement contains
information on ownership of principal amount of debentures beneficially owned
and offered and shares of our common stock issuable upon conversion of the
debentures. This prospectus supplement should be read in conjunction with the
prospectus, and this prospectus supplement is qualified by reference to the
prospectus, except to the extent that the information provided by this
prospectus supplement supersedes the information contained in the prospectus.
SELLING SECURITY HOLDERS
The table on pages 57, 58, 59 and 60 of the prospectus setting forth information
concerning the selling security holders is amended by the addition of the
following information to that table:
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF COMMON STOCK COMMON STOCK
DEBENTURES ISSUABLE UPON OWNED AFTER
BENEFICIALLY OWNED CONVERSION OF THE COMMON STOCK COMPLETION OF THE
SELLING SECURITY HOLDER AND OFFERED (1) DEBENTURES OFFERED OFFERING
<S> <C> <C> <C> <C>
AIG SoundShore Strategic Holding
Fund Ltd. (2).................... $ 2,160,000 67,484.18 67,484.18 --
AIG SoundShore Opportunity Holding
Fund Ltd. (2).................... $ 698,000 21,807.39 21,807.39 --
AIG SoundShore Holdings Ltd. (2)... $ 392,000 12,247.13 12,247.13 --
Ashford Capital Management, f/b/o
Anvil Investment Associates LP... $ 1,000,000 31,242.68 31,242.68 --
Bank of America Pension Plan....... $ 2,000,000 62,485.35 62,485.35 --
Fidelity Financial Trust:
Fidelity Convertible Securities
Fund $ 1,000,000 31,242.68 31,242.68 --
</TABLE>
(1) Amounts indicated may be in excess of the total amount registered due to
sales or transfers exempt from the registration requirements of the
Securities Act since the date upon which the selling holders provided to us
in the information regarding their debentures.
(2) Amounts listed are in addition to the principal amount of debentures
beneficially owned and offered by selling holder already included in the
prospectus.
Information concerning the selling holders may change from time to time and any
changed information will be set forth in supplements to this prospectus if and
when necessary. In addition, the conversion rate and therefore, the number of
shares of common stock issuable upon conversion of the debentures, is subject to
adjustment under certain circumstances. Accordingly, the aggregate principal
amount of debentures and the umber of shares of common stock into which the
debentures are convertible may increase or decrease.
