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FILING PURSUANT TO RULE 424(b)(2)
REGISTRATION STATEMENT NO. 333-70505
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 26, 1999)
463,600 SHARES
SUPERGEN, INC.
COMMON STOCK
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You should read this prospectus supplement and the accompanying
prospectus carefully before you invest. Both documents contain information
you should consider when making your investment decision.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THE ACCOMPANYING PROSPECTUS TO
READ ABOUT FACTORS YOU SHOULD CONSIDER BEFORE BUYING SHARES OF THE
COMMON STOCK.
PLAN OF DISTRIBUTION
We are offering an aggregate of 463,600 shares of our common stock to
the SMALLCAP World Fund, Inc., an institutional investor, pursuant to this
prospectus supplement. The institutional investor will purchase 463,600
shares of the common stock at a negotiated purchase price of $16.22 per
share. We will also issue to the institutuional investor three-year warrants
for the purchase of up to 231,800 shares of common stock at a price of $18.00
per share. In connection with the sale we will pay Americal Securities,
Inc., a placement agent, a commission consisting of $413,577 cash, plus
five-year warrants for the purchase of up to 25,498 shares of common stock at
$18.00 per share. We will also reimburse the placement agent up to $50,000
for certain legal fees and expenses incurred by the placement agent in
connection with the issuance.
USE OF PROCEEDS
The net proceeds to us from this offering will be $7,106,015. We plan
to use the net proceeds for general corporate purposes, including:
- repaying our obligations as they become due;
- financing capital expenditures; and
- working capital
Pending use of the net proceeds for any of these purposes, we may invest
the net proceeds in short-term investment grade instruments, interest-bearing
bank accounts, certificates of deposit,
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money market securities, U.S. government securities or mortgage-backed
securities guaranteed by federal agencies.
MARKET FOR OUR COMMON STOCK
On August 5, 1999, the last reported sales price of our common shares on
the Nasdaq National Market System was $18.25 per share. Our common stock is
listed on the Nasdaq National Market under the symbol "SUPG." The common
stock sold under this prospectus supplement will be listed on the Nasdaq
National Market after we notify Nasdaq that the shares have been issued.
As of August 5, 1999 and before the issuance of shares pursuant to this
prospectus supplement, we have 22,514,097 shares of common stock outstanding.
GENERAL
You should rely only on the information provided or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We
have not authorized anyone else to provide you with different information.
You should not assume that the information in this prospectus supplement is
accurate as of any date other than the date on the front of these documents.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY
BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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The date of this prospectus supplement is August 9, 1999.
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TABLE OF CONTENTS
PAGE
PROSPECTUS SUPPLEMENT
Plan of Distribution............................................S-1
Use of Proceeds.................................................S-1
Market for Our Common Stock.....................................S-2
General.........................................................S-2
PROSPECTUS
Summary.........................................................2
Risk Factors....................................................2
Recent Developments.............................................10
Where You Can Find More Information.............................10
Note Regarding Forward-Looking Statements.......................11
Use of Proceeds.................................................11
Dividend Policy.................................................12
Plan of Distribution............................................12
Legal Matters...................................................12
Experts.........................................................12
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