SEC Info - Martek Biosciences Corp - ‘424B7’ on 1/3/08

Filed Pursuant to Rule 424(b)(7)
Registration No. 333-147963

Prospectus Supplement No. 1 to Prospectus dated December 10, 2007

MARTEK BIOSCIENCES CORPORATION

340,946 Shares of Common Stock

This prospectus supplement updates and amends certain information set forth under the caption “Selling Stockholders” in the prospectus dated December 10, 2007 (the “prospectus”) covering resale by selling stockholders of 340,946 shares of our common stock. This prospectus supplement is not complete without, and may not be utilized except in connection with, the prospectus, including any amendments or supplements thereto.

Investing in our common stock involves a high degree of risk. See “Risk Factors” on page 5 of the prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the prospectus to which it relates. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is January 3, 2008

The following information supplements the information set forth under the caption “Selling Stockholders” in the prospectus.

SELLING STOCKHOLDERS

The following table sets forth the following information with respect to each selling stockholder: (i) name of the selling stockholder; (ii) the number of shares of our common stock we believe each selling stockholder beneficially owned before this offering; (iii) the number of shares of our common stock the selling stockholder is offering; and (iv) the number of shares of our common stock, and the percentage of our total outstanding stock (if greater than 1%), that the selling stockholder will beneficially own after the selling stockholder sells all of the shares it is offering. Except as set forth in the table below, none of the selling stockholders has had a material relationship with us within the last three years other than as a result of the ownership of the shares or other securities of ours. We do not know how long the selling stockholders will hold the shares before selling them and we currently have no agreements, arrangements or understandings with any of the selling stockholders regarding the sale of any of these shares.

The information is based on information provided by or on behalf of the selling stockholders to us and is as of the date of this prospectus supplement. The selling stockholders may offer all, some or none of the shares. Because the selling stockholders may offer all or some portion of the shares, we cannot estimate the number of shares that will be held by the selling stockholders upon termination of any of these sales. In addition, since the date on which they provided information regarding their beneficial ownership of our common stock, the selling stockholders may have sold, transferred or otherwise disposed of all or a portion of their shares in transactions exempt from the registration requirements of the Securities Act.


Name of Selling Stockholder	Shares of common stock beneficially owned prior to the offering			Maximum number of shares that may be sold in the offering		Shares of common stock beneficially owned after the offering		Percent of shares of common stock beneficially owned after the offering(1)

Barclay, William R.		24,126			24,126		0		*
Braman, Mark		12,508			12,508		0		*
CNF Investments, LLC		332,609	(2)		25,341		307,268		*
Flanagan, Robert J.		398,171	(3)		25,446		372,725		1.14	%
Flatt, Jim		1,382	(4)		1,382		0		*
Gilde Europe Food & Agribusiness Fund B.V.		15,022			15,022		0		*
Jamo, Robert C.		16,108			3,078		13,030		*
Maddy, Norma Foster		11,303			8,250		3,053		*
Meager, Kent		27,724			27,724		0		*
Norman A. Meager, Trustee of the Meager Family Trust Dated 9-30-85, as amended		21,398			21,398		0		*
Meager, Timothy S.		22,561	(5)		3,311		0		*
North American Nutrition & Agribusiness Fund, L.P.		18,288	(6)		18,288		0		*
Siegel, Mo		12,443			12,443		0		*
Silvey, John S.		5,325	(7)		5,325		0		*
John S. Silvey and Barbara Silvey, JTWROS		3,476			3,476		0		*
Silvey, Kelley C.		20,966	(8)		5,325		15,641		*
Kelley C. Silvey & Katherine A. Silvey, JTWROS		19,117			3,476		15,641		*
Zuccaro, Brynne		3,462			3,462		0		*
Zuccaro, Marc		3,462			3,462		0		*
Zuccaro, Robert		177			177		0		*
Robert E. Zuccaro, As Custodian for Brynne Zuccaro		10,065			10,065		0		*
Robert E. Zuccaro, As Custodian for Marc E. Zuccaro		10,065			10,065		0		*
All other selling stockholders representing less than 1% of our outstanding stock		279,002			126,931		152,071		*

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*		Less than 1%.

(1)		Based on 32,753,648 shares of common stock outstanding as of December 20, 2007.

(2)		Mr. Flanagan is a manager and member of CNF Investments, LLC. Mr. Flanagan is a member of our Board of Directors.

(3)		The number of shares set forth represents the aggregate holdings of entities affiliated with Mr. Flanagan. These shares include currently exercisable options to acquire 55,562 shares; 10,000 shares held by the Flanagan Family Limited Partnership, of which Mr. Flanagan is a general partner; and 332,609 shares held by CNF Investments, LLC, of which Mr. Flanagan is a manager and member. Mr. Flanagan disclaims beneficial ownership of the shares listed except to the extent of his pecuniary interest therein. Mr. Flanagan is a member of our Board or Directors.

(4)		Dr. Flatt is a former Senior Vice President, Research of Martek. Dr. Flatt resigned from the position on May 31, 2007.

(5)		Includes currently exercisable options to purchase 19,250 shares.

(6)		North American Nutrition & Agribusiness Fund, L.P. holds the shares for the benefit of NANA Management L.P., its general partner, and Bay City Capital LLC, its advisor.

(7)		Includes 3,476 shares held for the benefit of the Barbara A. Albert and John S. Silvey Revocable Trust uta dated 6/26/03.

(8)		Includes 19,117 shares held for the benefit of the Kelley C. Silvey & Katherine A. Silvey, JTWROS.

Information about the selling stockholders may change over time. Any changed information given to us by the selling stockholders will be set forth in prospectus supplements if and when necessary.

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This ‘424B7’ Filing	Date	Other Filings

Filed on:	1/3/08
	12/20/07
	12/10/07	RW, S-3ASR
	5/31/07
		List all Filings

Martek Biosciences Corp – ‘424B7’ on 1/3/08

On: Thursday, 1/3/08, at 4:49pm ET · Accession #: 950133-8-37 · File #: 333-147963

Prospectus — Rule 424(b)(7)
Filing Table of Contents

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Martek Biosciences Corp – ‘424B7’ on 1/3/08

On: Thursday, 1/3/08, at 4:49pm ET · Accession #: 950133-8-37 · File #: 333-147963

Prospectus — Rule 424(b)(7)Filing Table of Contents

This is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

Prospectus — Rule 424(b)(7)
Filing Table of Contents