<PAGE>
FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-94161
PROSPECTUS SUPPLEMENT NO. 1 DATED FEBRUARY 8, 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 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>
Deephaven Domestic Convertible
Trading Ltd...................... $ 1,000,000 31,242 31,242 --
Merrill Lynch, Pierce, Fenner &
Smith, Inc. (2).................. $ 10,250,000 320,237 320,237 --
Rumson Capital LLC, as Investment
Advisor f/b/o Navesink Equity
Derivative Fund.................. $ 3,000,000 93,728 93,728 --
AAM/Zazove Institutional Income
Fund, L.P........................ $ 400,000 12,497 12,497 --
San Diego County Employees
Retirement Association........... $ 1,000,000 31,242 31,242 --
ZCM/HFR Index Management, LLC...... $ 100,000 3,124 3,124 --
</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) Merrill Lynch, Pierce, Fenner & Smith, Inc. acted as Conversion Manager in
connection with privately negotiated agreements with certain holders of the
Company's debentures, providing for the conversion of approximately $94.2
million aggregate principal amount of the debentures in exchange for cash
payments of approximately $16.2 million in the aggregate. It also served as
a Joint Lead Manager and an initial purchaser in the sale of $200 million
aggregate principal amount of the Company's 5% Convertible Subordinated
Notes due 2007 in February 2000 ($230 million if the over-allotment option
is exercised in full).
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 number of shares of common stock into which the
debentures are convertible may increase or decrease.
