Filed Pursuant to Rule 424(b)(3)
Registration No. 333-94869
PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 10, 2000)
BIOTRANSPLANT INCORPORATED
1,913,095 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" in the
prospectus is supplemented as follows:
SELLING STOCKHOLDERS
We issued 1,706,287 of the shares of common stock covered by this
prospectus in a private placement on December 27, 1999. The remaining 206,808
shares of common stock, including the 60,610 shares of common stock
underlying the warrants set forth below, were issued in private placements at
various dates prior to our initial public offering in May 1996. Except as set
forth below, none of the selling stockholders has held a position or office
with, or has otherwise had a material relationship with us, within the past
three years. The following table sets forth, to our knowledge, certain
information about the selling stockholders as of December 31, 1999.
Beneficial ownership is calculated based on SEC requirements and is not
necessarily indicative of beneficial ownership for any other purpose. Unless
otherwise indicated below, each stockholder named in the table has sole
voting and investment power with respect to all shares beneficially owned,
subject to applicable community property laws. 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.
We do not know when or in what amounts the selling stockholders may
offer shares for sale. The selling stockholders may not sell all or any of the
shares offered by this prospectus. Because the selling stockholder 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 will be held by the selling stockholders after completion of the
offering, we cannot estimate the number of the shares that will be held by the
selling stockholders after completion of the offering. However, for purposes of
this table, we have assumed that, after completion of the offering, none of the
shares covered by this prospectus will be held by the selling stockholders.
Number of Shares of Common Stock Number of Number of Shares of Common Stock
Beneficially Owned Prior to Offering Shares of Beneficially Owned After Offering
------------------------------------ Common ----------------------------------
Stock to be
Number Percent Sold Number Percent
------------------------- --------- ------------ ------------------------- -------
Common Stock Common Stock
Name of Issuable Issuable
Selling Common Upon Exercise Common Upon Exercise
Stockholders Stock of Warrants Stock of Warrants
--------------- ---------- ------------- -------- -------------
Larry Abrams 22,500 553 * 13,053 10,000 0 *
Aries Domestic
Fund II, L.P. 12,909 0 * 12,909 0 0 0
Number of Shares of Common Stock Number of Number of Shares of Common Stock
Beneficially Owned Prior to Offering Shares of Beneficially Owned After Offering
------------------------------------ Common ----------------------------------
Stock to be
Number Percent Sold Number Percent
------------------------- --------- ------------ ------------------------- -------
Common Stock Common Stock
Name of Issuable Issuable
Selling Common Upon Exercise Common Upon Exercise
Stockholders Stock of Warrants Stock of Warrants
--------------- ---------- ------------- -------- -------------
Aries Domestic
Fund, L.P. 165,593 0 1.6% 165,593 0 0 0
Aries Master
Fund 411,498 0 4.0% 411,498 0 0 0
BioLease, Inc.(1) 77,448 0 * 77,448 0 0 0
Core Technology
Fund Inc. 34,600 0 * 34,600 0 0 0
EGM Medical
Technology
Offshore Fund 89,000 0 * 89,000 0 0 0
Executive
Technology L.P. 13,500 0 * 13,500 0 0 0
Peter Feinstein 6,250 0 * 6,250 0 0 0
Henry L. Foster(2) 50,000 0 * 50,000 0 0 0
H&Q HealthCare
Investors 429,898 10,210 4.3% 10,210 429,898 0 4.2%
H&Q Life
Sciences
Investors 282,620 17,722 2.7% 17,722 282,620 0 2.7%
Little Wing,
L.P. 232,965 0 2.3% 232,965 0 0 0
Little Wing,
L.P. TOO 82,120 0 * 82,120 0 0 0
Matrix
Technology
Group, N.V. 7,400 0 * 7,400 0 0 0
Merlin BioMed
International,
Ltd. 50,000 0 * 50,000 0 0 0
Merlin BioMed,
L.P. 40,000 0 * 5,555 0 0 0
ML-Lee Acquisition
Fund(1) 0 10,014 * 10,014 0 0 0
ML-Lee Acquisition
Fund (Retirement
Account) II, L.P.(1) 0 6,554 * 6,554 0 0 0
Narragansett I,
L.P. 114,110 0 1.1% 114,110 0 0 0
Narragansett
Offshore, Ltd. 30,334 0 * 30,334 0 0 0
Perceptive Life
Sciences, L.P. 44,444 0 * 44,444 0 0 0
- 2 -
Number of Shares of Common Stock Number of Number of Shares of Common Stock
Beneficially Owned Prior to Offering Shares of Beneficially Owned After Offering
------------------------------------ Common ----------------------------------
Stock to be
Number Percent Sold Number Percent
------------------------- --------- ------------ ------------------------- -------
Common Stock Common Stock
Name of Issuable Issuable
Selling Common Upon Exercise Common Upon Exercise
Stockholders Stock of Warrants Stock of Warrants
--------------- ---------- ------------- -------- -------------
Neil St. John
Raymond(1) 0 15,557 * 15,557 0 0 0
Wayne P. Rothbaum 45,000 0 * 45,000 0 0 0
Sci-Tech
Investment
Partners 23,700 0 * 23,700 0 0 0
SG Partners L.P. 52,700 0 * 52,700 0 0 0
Mitchell D. Silber 33,400 0 * 33,400 0 0 0
Tradewind Fund,
Ltd. 129,359 0 1.3% 129,359 0 0 0
Ursus Capital,
L.P. 35,000 0 * 35,000 0 0 0
Yale University 83,500 0 * 83,500 0 0 0
Yale University
Retirement Plan
for Staff
Employees 9,600 0 * 9,600 0 0 0
-------------------------
*Represents beneficial ownership of less than one percent of our common stock.
(1) We make payments to BioLease, Inc. pursuant to the terms of a lease
agreement with BioLease for our facilities in Charlestown, Massachusetts.
Neil St. John Raymond, ML-Lee Acquisition Fund and ML-Lee Acquisition
Fund (Retirement Accounts) II, L.P. are affiliates of BioLease.
(2) Henry L. Foster is the father of James C. Foster, a director of the Company.
The date of this Prospectus Supplement is April 20, 2001
- 3 -