Filed Pursuant to Rule 424(b)(7)
Registration No. 333-145249
Prospectus Supplement No. 2
(To Prospectus dated August 8, 2007)
INVERNESS MEDICAL INNOVATIONS, INC.
3% Convertible Senior Notes due 2016
and up to 2,868,120 Shares of Common Stock Issuable Upon Conversion of the Notes
587,985 Shares of Common Stock issued in connection with certain acquisitions
This prospectus supplement no. 2 supplements and amends the prospectus dated August 8, 2007, and
prospectus supplement no. 1 dated September 28, 2007, relating to the offering for resale of our 3%
Convertible Senior Subordinated Notes due 2016, the shares of our common stock issuable upon
conversion of the notes, and shares of our common stock issued in connection with certain
acquisitions.
You should read this prospectus supplement in conjunction with the prospectus, as previously
supplemented. This prospectus supplement is not complete without, and may not be delivered or used
except in conjunction with, the prospectus, as previously supplemented. This prospectus supplement
is qualified by reference to the prospectus, as previously supplemented, except to the extent that
the information provided by this prospectus supplement supersedes information in the prospectus, as
previously supplemented.
You should carefully read and consider the risk factors that we have described in the section
titled “Risk Factors” beginning on page 4 of the prospectus, as previously supplemented, before
investing in the notes or shares of our common stock.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus
supplement or the accompanying prospectus, as previously supplemented. Any representation to the
contrary is a criminal offense.
The
date of this prospectus supplement is January 4, 2008.
The information in the table appearing under the caption “Note Selling Stockholders” commencing on
page 22 of the prospectus, as previously supplemented, is supplemented and amended by replacing the
information in the prospectus, as previously supplemented, regarding the below named selling
security holder with the information set forth in the table below.
The following table is based solely on information provided by the selling security holder. This
information represents the most current information provided to us by the selling security holder,
and does not reflect notes or shares previously disclosed on the prospectus to which the selling
security holder no longer reports beneficial ownership. The selling security holder may have sold
or transferred, in transactions exempt from the registration requirements of the Securities Act or
otherwise, some or all of the notes or shares of our common stock since the information in the
table was provided to us. Notes or shares included in this prospectus supplement may have been
described as held by a different selling security holder in the prospectus, as previously
supplemented.
References to footnotes in the following table are references to footnotes to the table appearing
under the caption “Note Selling Security Holders” commencing on page 22 of the prospectus, as
previously supplemented.
Note Selling Security Holders
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Shares of |
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Amount of |
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Shares of |
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Shares of |
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Common |
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Notes |
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Amount of |
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Common Stock |
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Common Stock |
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Stock to be |
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Percentage of |
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Beneficially |
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Notes Offered |
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Beneficially |
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Offered |
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Owned After |
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All Common |
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Owned ($) |
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Hereby($)(2) |
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Owned(3) |
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Hereby(2)(3) |
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Offering |
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Stock (2)(4) |
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Jeffries & Company, Inc. (6)
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$ |
2,035,000 |
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$ |
2,035,000 |
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38,910 |
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38,910 |
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0 |
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* |