<PAGE>
Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-36152
PROSPECTUS SUPPLEMENT NO. 3 DATED NOVEMBER 29, 2000
TO PROSPECTUS DATED MAY 30, 2000
INHALE THERAPEUTIC SYSTEMS, INC.
$230,000,000
OF
5% CONVERTIBLE SUBORDINATED NOTES
DUE FEBRUARY 8, 2007
AND
5,996,610 SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION OF THE NOTES
This prospectus supplement supplements the prospectus dated May 30, 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 notes beneficially owned and
offered and shares of our common stock issuable upon conversion of the notes.
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.
RECENT EVENTS
Inhale's Board of Directors declared a two-for-one split of the oustanding
shares of our common stock for all holders of record as of the close of business
on August 1, 2000 which was effected in the form of a stock dividend resulting
in a reduction by one-half of the conversion price per share and an increase in
the number of shares of our common stock issuable upon conversion of the notes.
As of August 2, 2000 the notes became convertible at a conversion price of
$38.355 per share. All share numbers in this supplement have been adjusted to
give effect to the two-for-one stock split.
SELLING SECURITY HOLDERS
The table on pages 41, 42, 43 and 44 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 NOTES COMMON STOCK COMMON STOCK
BENEFICIALLY ISSUABLE UPON OWNED AFTER
OWNED AND CONVERSION OF COMMON STOCK COMPLETION OF
SELLING SECURITY HOLDER OFFERED(1) THE NOTES(1) OFFERED(1) THE OFFERING
----------------------- ---------------- ------------- ------------ -------------
<S> <C> <C> <C> <C>
Credit Suisse First Boston
Corporation......................... $ 200,000(2) 5,214 5,214 --
Capital Markets Transaction.......... 3,500,000 91,252 91,252
Chase Manhattan International........ 1,000,000 26,072 26,072
GLG Market Neutral Fund.............. $6,500,000 169,469 169,469 --
Hull Overseas, Ltd................... $ 250,000 6,518 6,518 --
J.M. Hull Associates, L.P............ $ 250,000 6,518 6,518 --
Minnesota Power Inc.................. $1,000,000 26,072 26,072 --
Pioneer High Yield Fund.............. $ 400,000 10,428 10,428 --
Public Employee's Retirement
Association of Colorado............. $1,000,000 26,072 26,072 --
Van Kampen Harbor Fund............... $2,180,000 56,837 56,837 --
</TABLE>
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(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 notes.
(2) Amounts listed are in addition to the principal amount of notes beneficially
owned and offered by the 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 notes, is subject to
adjustment under certain circumstances. Accordingly, the aggregate principal
amount of notes and the number of shares of common stock into which the notes
are convertible may increase or decrease.
