FILED PURSUANT TO RULES 424(b)(3) AND 424(c)
REGISTRATION NO. 333-105509
PROSPECTUS SUPPLEMENT NO. 2
TO PROSPECTUS DATED JUNE 3, 2003
NEXMED, INC.
13,190,422 SHARES
COMMON STOCK
This prospectus supplement relates to the resale, from time to time of
up to 13,190,422 shares of Common Stock of NexMed, Inc., a Nevada corporation,
all of which are being offered by the selling shareholders named in the
prospectus dated June 3, 2003 or in any amendments or supplements thereto.
This prospectus supplement should be read in conjunction with, and may
not be delivered or utilized without, the prospectus, including any amendments
or supplements thereto.
The information in the table appearing under the heading "Selling
Shareholders" in the prospectus is amended by adding the information below with
respect to selling shareholders not previously listed in the prospectus, and by
superceding the information with respect to selling shareholders previously
listed in the prospectus.
SELLING SHAREHOLDERS
PERCENTAGE NUMBER OF
OF CLASS SHARES NUMBER OF
OWNED BY OF COMMON SHARES OF PERCENTAGE OF
THE SELLING STOCK COMMON STOCK CLASS TO BE OWNED
NAME OF NUMBER OF SHARES OF SHAREHOLDER BEING REGISTERED TO BE OWNED BY THE SELLING
SELLING COMMON STOCK OWNED BEFORE THIS BY THIS AFTER THIS SHAREHOLDER AFTER
SHAREHOLDER (1) BEFORE THIS OFFERING OFFERING (3) PROSPECTUS OFFERING THIS OFFERING (7)
--------------- -------------------- ------------ ---------- -------- -----------------
North Sound 1,521,789 (2) 2.81% 1,778,107 (5) 0 *
Legacy
Institutional
Fund LLC
North Sound 1,487,253 (2) 2.74% 1,737,757 (5) 0 *
Legacy
International
Ltd.
Herriot 137,473 (2) * 137,473 (5) 0 *
Tabuteau
* Less than 1%.
(1) Other than Robert C. Ciricilo, who was Vice President-Legal and Business
Affairs of the Company from May to December of 2000, and has served since
that time as a legal consultant to the Company, neither the selling
shareholders nor any of their officers, directors or principal equity
holders has held any position or office or has had any material
relationship with us within the past three years.
(2) Includes shares of Common Stock issuable on conversion of the Preferred
Stock and shares of Common Stock issuable on exercise of warrants, which
warrants are not exercisable until April 21, 2005. Assumes conversion of
Preferred Stock held by the selling shareholders as of May 21, 2003 at a
conversion price of $1.5686 per share and exercise of all warrants granted
to them. The agreements we entered into with the purchasers of Preferred
Stock prohibit each such purchaser from converting Preferred Stock or
exercising the warrants issued in connection with the sale of Preferred
Stock to the extent that, upon such conversion or exercise, such
purchaser's and its affiliates' beneficial ownership of the Company's
Common Stock (excluding beneficial ownership of Common Stock by virtue of
ownership of certain securities or rights to acquire securities that have
similar limitations on the right to convert, exercise or purchase) would
exceed 4.95% of the total number of shares of Common Stock of the Company
then issued and outstanding.
(3) This percentage is calculated using as the numerator, the number of shares
of Common Stock included in the prior column and as the denominator,
29,598,556 shares of Common Stock outstanding as of May 21, 2003 plus the
number of shares of Common Stock issuable upon the exercise of options,
warrants or other convertible securities held by the selling shareholder
before this offering. This percentage includes shares of Common Stock
issuable on conversion of the Preferred Stock, but excludes shares of
Common Stock issuable on exercise of warrants not exercisable within 60
days.
(5) Pursuant to the terms of the Investor Rights Agreement dated April 21, 2003
with the purchasers indicated on Schedule 1 thereto, we agreed to register
for each such selling shareholder a number of shares of Common Stock equal
to 130% of the number of shares issuable upon full conversion of the
Preferred Stock (at $1.5686 per share) plus 100% of the number of shares of
Common Stock issuable upon the exercise of warrants.
(7) This percentage is calculated using as the numerator, the number of shares
of Common Stock included in the prior column and as the denominator,
29,598,556 shares of Common Stock outstanding as of May 21, 2003 plus the
number of shares of Common Stock issuable upon the exercise of all options,
warrants or other convertible securities held by the selling shareholder
after this offering, assuming the sale by the selling shareholder of all of
its shares covered by this prospectus.
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THE SHARES OFFERED IN THE PROSPECTUS INVOLVE A HIGH DEGREE OF RISK. YOU
SHOULD CAREFULLY CONSIDER THE "RISK FACTORS" BEGINNING ON PAGE 7 OF THE
PROSPECTUS, IN DETERMINING WHETHER TO PURCHASE SHARES OF OUR COMMON STOCK.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THE
PROSPECTUS OR THIS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS FEBRUARY 12, 2004