<PAGE> 1
Prospectus Supplement No. 1 File Pursuant to Rule 424(b)(3)
(To Prospectus Dated May 12, 2000) Registration No. 333-33838
Prospectus Supplement
Dated October 24, 2000
This document supplements and amends the prospectus dated May
12, 2000, relating to the offer of Common Stock issuable upon exercise of
options and warrants, Common Stock issuable upon exercise of Class A Warrants
and Class B Warrants issued in a private placement in 1995 and Common Stock
underlying Unit Purchase Options issued to the underwriter in Cytoclonal's
initial public offering in November 1995. This prospectus supplement is
incorporated by reference into the prospectus and should be read in conjunction
with, and may not be delivered or utilized without, the prospectus dated May 12,
2000. The information in this prospectus supplement replaces and supercedes the
information set forth under the heading "Selling Security Holders" in the
prospectus dated May 12, 2000.
ADDITIONAL SELLING SECURITYHOLDERS
The information in the table appearing under the heading
"Selling Securityholders" on pages 12-15 in the prospectus is hereby amended by
adding the information below with respect to certain selling shareholders not
previously listed in the prospectus. The following table which sets forth
information regarding the beneficial ownership of shares of Cytoclonal common
stock by the selling shareholders as of October 13, 2000, and the number of
shares of common stock being offered, has been updated from the table contained
in the prospectus dated May 12, 2000, to (a) include as selling shareholders
certain transferees of (1) the Unit Purchase Options previously owned by
Roan/Meyers Associates, L.P. (formerly known as Janssen-Meyers Associates, L.P.)
and (2) the warrants held by Gruntal & Co., L.L.C. and (b) reflect the transfer
of Unit Purchase Options and warrants that took place prior to the date of this
prospectus supplement.
<TABLE>
<CAPTION>
Common Stock Common Stock Common Stock Percentage (%)
Beneficially Which May Be Beneficially of Common Stock
Name of Selling Owned Before Sold Pursuant to Owned After Owned After
Securityholder This Offering(1) This Prospectus Offering(2) Offering(3)
----------------- ---------------- ---------------- ------------ ---------------
<S> <C> <C> <C> <C>
Roan/Meyers 2,413,258 262,180 2,151,078 12.2%
Associates, L.P.(4)
Bruce Meyers(5) 2,071,058 102,814 1,968,244 11.1
D.H. Blair 333,500 202,500 131,000 *
Investment
Banking Corp.(6)
</TABLE>
<PAGE> 2
<TABLE>
<CAPTION>
Common Stock Common Stock Common Stock Percentage (%)
Beneficially Which May Be Beneficially of Common Stock
Name of Selling Owned Before Sold Pursuant to Owned After Owned After
Securityholder This Offering(1) This Prospectus Offering(2) Offering(3)
----------------- ---------------- ---------------- ------------ ---------------
<S> <C> <C> <C> <C>
Gruntal & Co., 135,000 135,000 0 0
L.L.C.(7)
Jeffrey Kraws(8) 49,500 49,500 0 0
Roger Kahn(8) 45,000 45,000 0 0
Craig Pierson(8) 30,000 30,000 0 0
Karen Feinberg(8) 12,600 12,600 0 0
Joseph Russo(8) 9,000 9,000 0 0
Howard Bochner(8) 9,000 9,000 0 0
Gary Parton(8) 5,400 5,400 0 0
Peter Fry(8) 2,700 2,700 0 0
Jack Suggs(8) 1,800 1,800 0 0
John Acierno, Jr.(9) 348 348 0 0
Lea Adar(9) 348 348 0 0
</TABLE>
2
<PAGE> 3
<TABLE>
<CAPTION>
Common Stock Common Stock Common Stock Percentage (%)
Beneficially Which May Be Beneficially of Common Stock
Name of Selling Owned Before Sold Pursuant to Owned After Owned After
Securityholder This Offering(1) This Prospectus Offering(2) Offering(3)
----------------- ---------------- ---------------- ------------ ---------------
<S> <C> <C> <C> <C>
American Stock 700 700 0 0
Transfer & Trust
Co./George
Karfunkle(9)
Eugene 104 104 0 0
Applebaum(9)
Lisa S. 104 104 0 0
Applebaum(9)
Edward Atkins(9) 176 176 0 0
Frederick J. Bailey(9) 524 524 0 0
David Barone(9) 348 348 0 0
Michael Bates(9) 348 348 0 0
Robert Bauers(9) 348 348 0 0
Bruce MacNaught 700 700 0 0
Trust(9)
Edward Burkhardt 700 700 0 0
(9)
Brian Burns(9) 700 700 0
David Burr(9) 348 348 0 0
Burt C. Faure(9) 176 176 0 0
C.L.F.S., Ltd.(9) 176 176 0 0
Douglas Colbert(9) 176 176 0 0
Martin Cooper(9) 348 348 0 0
</TABLE>
3
<PAGE> 4
<TABLE>
<CAPTION>
Common Stock Common Stock Common Stock Percentage (%)
Beneficially Which May Be Beneficially of Common Stock
Name of Selling Owned Before Sold Pursuant to Owned After Owned After
Securityholder This Offering(1) This Prospectus Offering(2) Offering(3)
----------------- ---------------- ---------------- ------------ ---------------
<S> <C> <C> <C> <C>
Andrew Stillman 700 700 0 0
IRA Delaware
Charter Guarantee
& Trust Co.(9)
Robert Davimos(9) 348 348 0 0
Delaware Charter 488 488 0 0
Guarantee & Trust
Co./Dean Gestel(9)
Delaware Charter 176 176 0 0
Guarantee & Trust
Co./Barry Yeskel(9)
Dr. Neil & Susan 700 700 0 0
Friedman(9)
Dr. George Jordan(9) 348 348 0 0
Dr. Phillip Rosett(9) 176 176 0 0
Dr. Robert & 176 176 0 0
Linda Schmier(9)
Gary Duncan(9) 348 348 0 0
Elliot Lang(9) 700 700 0 0
Robert Eramo(9) 176 176 0 0
Douglas & 176 176 0 0
Beverly Feurring(9)
John Friede(9) 348 348 0 0
</TABLE>
4
<PAGE> 5
<TABLE>
<CAPTION>
Common Stock Common Stock Common Stock Percentage (%)
Beneficially Which May Be Beneficially of Common Stock
Name of Selling Owned Before Sold Pursuant to Owned After Owned After
Securityholder This Offering(1) This Prospectus Offering(2) Offering(3)
----------------- ---------------- ---------------- ------------ ---------------
<S> <C> <C> <C> <C>
Douglas 176 176 0 0
Friedenberg(9)
Robert B. Gay(9) 348 348 0 0
Anthony & 348 348 0 0
Valarie Gentile(9)
Dean Gestal(9) 208 208 0 0
Joseph Giamanco(9) 1048 1048 0 0
James P. Gierczyk(9) 176 176 0 0
John Gimbel(9) 700 700 0 0
Mark P. 176 176 0 0
Greenstein(9)
Robert Grossman(9) 66 66 0 0
James T. Guida(9) 700 700 0 0
Richard 700 700 0 0
Haughwout(9)
Gerald Holmes(9) 700 700 0 0
Robert Johnson(9) 700 700 0 0
William Kolb, Jr.(9) 700 700 0 0
Lebanon Valley 348 348 0 0
Auto Racing(9)
Herbert Lerman(9) 348 348 0 0
</TABLE>
5
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<TABLE>
<CAPTION>
Common Stock Common Stock Common Stock Percentage (%)
Beneficially Which May Be Beneficially of Common Stock
Name of Selling Owned Before Sold Pursuant to Owned After Owned After
Securityholder This Offering(1) This Prospectus Offering(2) Offering(3)
----------------- ---------------- ---------------- ------------ ---------------
<S> <C> <C> <C> <C>
Robert Maxon(9) 348 348 0 0
Meyers Janssen(9) 700 700 0 0
Nathan E. 176 176 0 0
Nachlas(9)
Denis Nayden(9) 700 700 0 0
Joyce Nelson(9) 524 524 0 0
Omnitek, Inc.(9) 700 700 0 0
Ross H. Partrich(9) 36 36 0 0
Jerry Peterson(9) 348 348 0 0
Charles Potter(9) 176 176 0 0
Sylvia Potter(9) 176 176 0 0
Louis Phillip(9) 348 348 0 0
Randalea 700 700 0 0
Investments, Inc.(9)
Arthur Rauch(9) 176 176 0 0
Richard Davimos 348 348 0 0
Trust(9)
Claudia C. 140 140 0 0
Rouhana(9)
William 140 140 0 0
Rouhana, Jr.(9)
Mark & Amy 176 176 0 0
Schlosser(9)
Harlan Smith(9) 176 176 0 0
</TABLE>
6
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<TABLE>
<CAPTION>
Common Stock Common Stock Common Stock Percentage (%)
Beneficially Which May Be Beneficially of Common Stock
Name of Selling Owned Before Sold Pursuant to Owned After Owned After
Securityholder This Offering(1) This Prospectus Offering(2) Offering(3)
----------------- ---------------- ---------------- ------------ ---------------
<S> <C> <C> <C> <C>
Thames 348 348 0 0
Investment
Services, Inc.(9)
Frederick E. Von 68 68 0 0
Stange(9)
Lee Vosburgh(9) 176 176 0 0
Melvyn I. Weiss(9) 700 700 0 0
Carol N. Wyett(9) 104 104 0 0
Christopher A. 104 104 0 0
Wyett(9)
Pamela A. Wyett(9) 104 104 0 0
Todd A. Wyett(9) 152 152 0 0
Brent Zanini(9) 348 348 0 0
</TABLE>
----------
* Less than 1%
(1) Assumes the exercise of the Unit Purchase Options, Class C
Warrants, Class D Warrants, Class A Warrants, Class B Warrants
and other options and warrants held by the Selling
Securityholders, but does not include shares of common stock
that may be acquired by the Selling Securityholders upon
exercise of options which have not vested within 60 days of
this prospectus which shares, if any, will be added to the
number of shares listed by one or more supplements to this
prospectus. Furthermore, the inclusion in this prospectus of
the stated number of shares does not constitute a commitment
to sell any or all of such shares. The number of shares of
common stock offered shall be determined from time to time by
each Selling Securityholder at his or her sole discretion.
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(2) Assume all of the shares of Common Stock offered by this
prospectus are sold.
(3) Based on an aggregate of 17,677,304 common stock that will be
issued and outstanding upon the completion of this offering,
consisting of 15,797,064 shares of common stock issued and
outstanding as of October 13, 2000 and the 1,880,240 to which
this prospectus relates.
(4) Mr. Bruce Meyers is a 100% stockholder and an officer and
director of the corporate general partner of RMA. Includes (i)
262,180 shares of Common Stock issuable upon the exercise of
65,545 Unit Purchase Options and underlying Class C and Class
D Warrants to RMA for underwriting services in connection with
the Company's initial public offering in November 1995 (the
"IPO"), (ii) 81,530 shares of Common Stock issuable upon the
exercise of a unit purchase option and underlying Class E
Warrants granted to RMA for placement agent services in
connection with the Company's April 1998 private placement
(the "April 1998 Private Placement") and (iii) the aggregate
amount of shares of Common Stock and Series A Preferred Stock
beneficially owned by Mr. Meyers. See (5) below.
(5) Consists of (i) 1,865,095 shares of Common Stock, (ii) 102,814
shares of Common Stock issuable upon the exercise of 25,703.5
Unit Purchase Options and underlying Class C and Class D
Warrants originally granted to RMA for underwriting services
in connection with the IPO, (iii) 33,986 shares of Common
Stock issuable upon the exercise of a currently exercisable
unit purchase option and underlying Class E Warrants granted
to RMA for placement agent services in connection with the
April 1998 Private Placement, (iv) 30,563 shares of Common
Stock issuable upon the exercise of currently exercisable
Class E Warrants directly held by Mr. Meyers and (v)38,600
shares of Common Stock held by The Meyers Foundation of which
Mr. Meyers has voting control. See note (4) above. Does not
include 26,620 shares of Common Stock issuable upon the
conversion of 26,620 shares of Series A Preferred Stock.
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(6) Includes 202,500 shares of Common Stock issuable upon exercise
of warrants at $3.75 per share.
(7) Represents warrants to purchase 300,000 shares of Common Stock
at $15.00 per share, of which 100,000 are currently
exercisable, 100,000 will vest in May 2000 and 100,000 will
vest in August, 2000. The warrants were issued to Gruntal &
Co., L.L.C. in consideration for general investment banking
services provided by Gruntal & Co., L.L.C. to the Company.
(8) Represents shares of Common Stock issuable upon exercise of
warrants transferred by Gruntal & Co., L.L.C.
(9) Represents shares of Common Stock issuable upon exercise of
Unit Purchase Options and the underlying Class C Warrants and
Class D Warrants in connection with transfer of Unit Purchase
Options from RMA on September 18, 2000.
9
