424B3 1 a2025248z424b3.txt FORM 424(B)(3) PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3) (To Prospectus Dated Registration No.333-38482 August 22, 2000) BIOSPHERE MEDICAL, INC. 2,032,255 SHARES OF COMMON STOCK --------------- The information in this prospectus supplement concerning the Selling Stockholders supplements the statements set forth under the caption "Selling Stockholders" in the prospectus. Capitalized items used and not defined herein shall have the meanings given to them in the prospectus. The information set forth under the caption "Selling Stockholders" is supplemented as follows: SELLING STOCKHOLDERS We issued the shares of common stock that this prospectus covers, including the shares of common stock underlying the warrants set forth below, in private placements in February 2000 and July 2000. We have set forth in the following table, to our knowledge, information about the selling stockholders as of June 30, 2000, or such later date as the selling stockholders have provided the information. We have calculated beneficial ownership based on SEC requirements, and the information we have included regarding beneficial ownership is not necessarily indicative of beneficial ownership for any other purpose. Unless we otherwise indicate below, each stockholder named in the table has sole voting and investment power with respect to all shares he, she or it beneficially owns, subject to applicable community property laws. We have based the percentage calculated for each selling stockholder is based upon the sum of the "Common Stock" and "Common Stock Issuable Upon Exercise of Warrants" columns. John Carnuccio is a director and the President and Chief Executive Officer of BioSphere; Jean-Marie Vogel is the Chairman of BioSphere; Timothy Barberich and David Southwell, directors of BioSphere, are President and Chief Executive Officer and Executive Vice President and Chief Financial Officer, respectively, of Sepracor, the parent corporation of BioSphere. Sepracor is also a selling stockholder and we are registering for Sepracor the 454,545 shares it acquired in our private placement in July 2000. We are party to a corporate services agreement with Sepracor whereby Sepracor provides to us, for a monthly fee, accounting, human resources and data processing services. Sepracor is also the guarantor of our line of credit with a bank. In connection with Sepracor's guarantee, we are party to a security agreement with Sepracor pursuant to which we have pledged our assets to Sepracor as collateral for its guarantee to the bank. Except as set forth in this paragraph, none of the selling stockholders has held any position or had any material relationship with BioSphere in the past three years. -1- We do not know when or in what amounts the selling stockholders may offer shares for sale. The selling stockholders may decide not to sell all or any of the shares that this prospectus covers. Because the selling stockholders may offer all or some of the shares pursuant to this offering, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares that the selling stockholders will hold after completion of the offering, we cannot estimate the number of the shares that the selling stockholders will hold after completion of the offering. However, for purposes of this table, we have assumed that, after completion of the offering, the selling stockholders will hold none of the shares that this prospectus covers.
Number of Shares of Common Number of Shares of Common Stock Stock to be Number of Shares of Common Stock Beneficially Owned Prior to Offering Sold Beneficially Owned After Offering ---------------------------------------- ---------- ------------------------------------- Number Percent Number Percent ---------------------------- ------- ------------------------- ------- Common Stock Common Stock Issuable Issuable -------------- -------------- Name of Selling Upon Exercise Upon Exercise Stockholders Common Stock of Warrants Common Stock of Warrants ----------------- ------------ ----------- ------------ ------------ ABS Employees' Venture Fund Limited Partnership 27,777 6,944 * 34,721 0 0 0 ACI Capital / BSMD, LLC 16,666 4,166 * 20,832 0 0 0 ACI Capital / BSMDI, LLC 177,777 44,444 2.1 222,221 0 0 0 Timothy J. Barberich 75,777(1) 6,944 * 34,721 48,000(1) 0 * Biopergs, LLC 27,777 6,944 * 34,721 0 0 0 CCL Fund LLC 18,182 0 * 18,182 0 0 0 John M. Carnuccio 89,955(1) 1,388 * 6,943 84,400(1) 0 * Castle Creek Healthcare Partners LLC 72,728 0 * 72,728 0 0 0 Cerberus Partners, L.P. 55,556 13,889 * 69,445 0 0 0 Cerberus International, LTD. 116,112 27,778 1.4 138,890 5,000 0 * Domain Public Equity Partners L.P. 80,000 0 * 80,000 0 0 0
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Number of Shares of Common Number of Shares of Common Stock Stock to be Number of Shares of Common Stock Beneficially Owned Prior to Offering Sold Beneficially Owned After Offering ---------------------------------------- ---------- ------------------------------------- Number Percent Number Percent ---------------------------- ------- ------------------------- ------- Common Stock Common Stock Issuable Issuable -------------- -------------- Name of Selling Upon Exercise Upon Exercise Stockholders Common Stock of Warrants Common Stock of Warrants ----------------- ------------ ----------- ------------ ------------ Douglas Bermingham and George Wilson, Trustees for the benefit of Jane Macrae 10,000 0 * 10,000 0 0 0 Pequod Investments, L.P. 200,000 25,000 2.1 149,800 50,200 0 * Pequod International, LTD 125,000 16,667 1.3 103,435 38,232 0 * Pharma w/Health 136,363 0 1.3 136,363 0 0 0 Richard Gallen & Co. Pension Trust 002 11,112 2,778 * 13,890 0 0 0 Richter Investment Corp. 5,000 0 * 5,000 0 0 0 Rudman Partners, L.P. 90,909 0 * 90,909 0 0 0 Sepracor Inc. 5,824,333 0 55.6 454,545 5,369,788 0 51.3 David P. Southwell 13,555(1) 1,388 * 6,943 8,000(1) 0 * Summer Hill Partners L.P. 45,455 0 * 45,455 0 0 0 Teton Partners 50,000 0 * 50,000 0 0 0 United Capital Management, Inc. 181,818 0 1.7 181,818 0 0 0 Ursus Capital, L.P. 15,000 3,750 * 18,750 0 0 0 Jean-Marie Vogel 647,215(1) 1,388 5.8 6,943 641,660(1) 0 5.8 -------------------------
*Represents beneficial ownership of less than one percent of our common stock. (1) Includes shares of common stock underlying options which the following persons may exercise within 60 days of June 30, 2000 in the following amounts: Timothy J. Barberich, 48,000 shares; John Carnuccio, 74,400 shares; David Southwell, 7,000 shares; and Jean-Marie Vogel, 607,433 shares. Excludes the 5,824,333 shares of common stock beneficially owned by Sepracor, the parent corporation of BioSphere, as to which shares Messrs. Barberich, Carnuccio, Southwell and Vogel disclaim beneficial ownership. -3- The date of this Prospectus is September 8, 2000. -4-