Filed Pursuant to Rule 424(b)(3) and (c)
File No. 333-36152
PROSPECTUS SUPPLEMENT NO. 5
DATED MAY 25, 2001
TO
PROSPECTUS DATED MAY 30, 2000
INHALE THERAPEUTIC SYSTEMS, INC.
$230,000,000
OF
5.0% 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.
SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE PROSPECTUS TO READ ABOUT
FACTORS YOU SHOULD CONSIDER BEFORE BUYING THE NOTES OR OUR COMMON STOCK.
---------------------------------
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the adequacy
or accuracy of this prospectus. Any representation to the contrary is a criminal
offense.
1.
The table and related footnotes 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:
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SELLING SECURITY HOLDER PRINCIPAL AMOUNT OF COMMON STOCK COMMON COMMON STOCK
NOTES BENEFICIALLY ISSUABLE UPON STOCK OWNED AFTER
OWNED AND OFFERED CONVERSION OF OFFERED(1)(2) COMPLETION OF THE
(1) THE NOTES (1)(2) OFFERING
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Merrill Lynch Pierce Fenner & Smith Inc. 1,097,000 28,601 28,601 -
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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) Inhale's Board of Directors declared a two-for-one split of the outstanding
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. Al stock numbers in
this supplement have been adjusted to give effect to this two-for-one stock
split.
Additional information regarding selling holders will be provided by
amendment or supplement to this 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.
The date of this prospectus supplement is May 25, 2001.
2.