<PAGE>
FILING PURSUANT TO RULE 424(b)(2)
REGISTRATION STATEMENT NO. 333-70505
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 26, 1999)
200,000 SHARES
SUPERGEN, INC.
COMMON STOCK
---------------------------
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 200,000 shares of our common stock
to two institutional investors pursuant to this prospectus supplement. One
institutional investor will purchase 27,000 shares of the common stock at a
negotiated purchase price of $10.00 per share and 3,000 shares of the common
stock at a negotiated purchase price of $14.00 per share. The other
institutional investor will purchase 153,000 shares of the common stock at a
negotiated purchase price of $10.00 per share and 17,000 shares of the
common stock at a negotiated purchase price of $14.00 per share. We will not
pay commissions or any other compensation in conjunction with this sale of
our common stock.
USE OF PROCEEDS
The net proceeds to us from this offering will be $2,080,000. 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,
S-1
<PAGE>
money market securities, U.S. government securities or mortgage-backed
securities guaranteed by federal agencies.
MARKET FOR OUR COMMON STOCK
On June 4, 1999, the last reported sales price of our common shares
on the Nasdaq National Market System was $17.00 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 June 4, 1999 and before the issuance of shares pursuant to
this prospectus supplement, we have 22,181,582 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.
---------------------------
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.
---------------------------
The date of this prospectus supplement is June 7, 1999.
S-2
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
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
</TABLE>
S-3
