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Prospectus Supplement filed under Rule 424(b)(3)
in connection with Registration No. 333-70731
PROSPECTUS SUPPLEMENT NO. 1 DATED August 18, 1999
(To Prospectus Dated June 18, 1999)
ENAMELON INC.
2,287,036 shares of common stock, par value $.001 per share
(Supplement to the 2,276,106 shares originally set forth in the Prospectus,
of which
2,265,964 shares already have been sold under the Prospectus and are not
included
in the 2,287,036 shares shown as being offered by this Prospectus Supplement)
This Prospectus Supplement supplements information contained in the
Prospectus, dated June 18, 1999, as amended or supplemented (the "Prospectus")
relating to the offer and sale by certain selling securityholders of up to
2,276,106 shares of common stock of Enamelon, Inc. Of the 2,276,106 shares
originally set forth in the Prospectus, 2,265,964 shares already have been sold
under the Prospectus and are not included in the 2,287,036 shares listed as
being offered by this Prospectus Supplement. The 2,287,036 shares shown as
being offered by this Prospectus Supplement includes 10,142 shares which were
included in the original Prospectus but which have not yet been sold under the
Prospectus. This Prospectus Supplement is not complete without, and may not be
delivered or utilized except in connection with, the Prospectus, including any
amendments or supplements thereto. The information set forth in this Prospectus
Supplement amends, supplements and supersedes the relevant information on the
cover page of the Prospectus.
The table below lists the selling securityholders and other information
regarding the beneficial ownership of our common stock by each of the selling
securityholders. The second column lists the number of shares of common stock
that would have been issuable to each selling securityholder on August 17, 1999
upon conversion of all of our series B convertible preferred stock then held by
that selling securityholder, including shares issuable to pay the 6% accrual
amount as of that date, without regard to restrictions on the number of shares
that a selling securityholder may own at any time. Our conversion calculations
in the second column assume a conversion price for our series B convertible
preferred stock of $1.0154, which represents approximately 93.5% of the average
of the five lowest closing sale prices during the 40 consecutive trading days
before August 17, 1999. The numbers listed in the second column are subject to
fluctuations from time to time based on changes in the closing sale price of our
common stock. The selling security holders are offering the shares of common
stock that they may acquire on conversion of our series B convertible preferred
stock, as indicated in the third column. We originally registered 4,553,000
shares of common stock for resale by the selling securityholders on conversion
of our series B convertible preferred stock, of which 2,265,964 shares of common
stock had already been sold under the Prospectus as of August 17, 1999. The
remaining 2,287,036 shares of common stock which were registered are shown as
being offered by this Prospectus Supplement. The fourth column assumes the sale
of all of the shares offered by each selling securityholder. Under our series B
convertible preferred stock certificate of
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designations, no selling securityholder can convert series B convertible stock
to the extent such conversion would cause such selling securityholder's
beneficial ownership of our common stock (other than shares deemed beneficially
owned through ownership of unconverted shares of our series B convertible
preferred stock) to exceed 4.99% of the outstanding shares of common stock. In
addition, we are not required to issue shares of our common stock on conversion
of our series B convertible preferred stock if any holder, together with its
affiliates, (1) would beneficially own more than 10% of our outstanding common
stock after conversion and (2) would have acquired more than 10% of our common
stock in the 60-day period ending on the date of conversion. The information
provided in the table below has been obtained from the selling securityholders.
The selling securityholders may sell all, some or none of their shares in this
offering. See "Plan of Distribution."
The following table amends, supplements and supersedes the information set
forth in the Prospectus under the caption "Selling Securityholders":
<TABLE>
<CAPTION>
Shares Maximum Shares Owned
Name of Selling Owned Number of After Offering
Securityholder Before Offering Shares Offered Number Percentage
- -------------- --------------- -------------- ------ ----------
<S> <C> <C> <C> <C>
HFTP Investments L.L.C.(1) 1,177,577 1,039,500 138,077 *
Fisher Capital Ltd.(2) 886,050 812,377 73,673 *
Wingate Capital Ltd.(2) 473,861 435,159 38,702 *
</TABLE>
- --------------
* Less than 1%.
(1) Promethean Investment Group L.L.C. is the investment manager of HFTP
Investments L.L.C. ("HFTP") and consequently has voting control and investment
discretion over securities held by HFTP. Promethean Investment Group, L.L.C. is
indirectly controlled by Mr. James F. O'Brien. Mr. O'Brien disclaims beneficial
ownership of the shares beneficially owned by Promethean Investment Group L.L.C.
and HFTP.
(2) Citadel Limited Partnership is the trading manager of each of Fisher
Capital Ltd. and Wingate Capital Ltd. (collectively, the "Citadel Entities") and
consequently has voting control and investment discretion over securities held
by the Citadel Entities. Kenneth C. Griffin indirectly controls Citadel Limited
Partnership. The ownership for each of the Citadel Entities does not include the
ownership information for the other Citadel Entity. Citadel Limited Partnership,
Kenneth C. Griffin, and each of the Citadel Entities disclaims ownership of the
shares held by the other Citadel Entities.
This Prospectus Supplement is dated August 18, 1999
