424B3 1 form_424b3.txt Filed Pursuant to Rule 424(b)(3) Registration Number 333-117859 UNIVERSAL DETECTION TECHNOLOGY 15,600,000 SHARES OF COMMON STOCK PROSPECTUS SUPPLEMENT NO. 1 DATED MAY 17, 2005 This prospectus supplement relates to the accompanying prospectus dated April 7, 2005 relating to the resale of up to 15,600,000 shares of common stock by the selling stockholders named in the accompanying prospectus. Of the shares being offered pursuant to the prospectus, as supplemented, 6,000,000 shares relate to shares presently owned by the selling stockholders and the remaining 9,600,000 shares relate to shares which the selling stockholders are entitled to receive upon exercise of warrants sold to them by us. The "Selling Stockholders" section of the accompanying prospectus dated April 7, 2005 is hereby supplemented to include the information provided in the table below with respect to persons not previously listed in the accompanying prospectus dated April 7, 2005. This prospectus supplement should be read in conjunction with, and may not be delivered or utilized without, the prospectus dated April 7, 2005 and all other supplements and amendments. Our common stock is quoted on the Over The Counter Bulletin Board under the symbol "UDTT." INVESTING IN THESE SECURITIES INVOLVES SIGNIFICANT RISKS. SEE "RISK FACTORS" BEGINNING ON PAGE 3 OF THE ACCOMPANYING PROSPECTUS DATED APRIL 7, 2005. 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 THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The information appearing in the following table supplements or supercedes in part the information in the table under the caption "Selling Stockholders," beginning on page 33 in our prospectus and was provided by or on behalf of the selling stockholders. To the extent that a selling stockholder is listed in the table below and in the table appearing in the prospectus dated April 7, 2005, the information set forth below regarding the selling stockholder updates and replaces the information in the prospectus.
NUMBER OF PERCENTAGE OF NUMBER OF SHARES NUMBER OF SHARES SHARES OF OUR SHARES OF OUR OF OUR COMMON OF OUR COMMON COMMON STOCK COMMON STOCK STOCK OWNED PRIOR STOCK BEING OWNED AFTER THE OWNED AFTER THE SELLING STOCKHOLDER TO THE OFFERING OFFERED OFFERING OFFERING ----------------------------------- ------------------ ------------------- ---------------- ------------------ Meyers Associates, L.P. (1) 1,480,500 1,480,500 --- * Omar Fernandez (1)(2) 15,000 15,000 --- * Arthur David (1)(2) 45,000 45,000 --- * Hal Kozi (1)(2) 11,250 11,250 --- * Steve Bencivenga (1)(2) 75,000 75,000 --- * Michael Dembin (1)(2) 22,500 22,500 --- * Michael Alfano, Jr. (1)(2) 15,000 15,000 --- * * Assumes the sale of all shares of the selling stockholder being offered. No estimate can be given as to the amount of shares that will be held by the selling stockholder after completion of this offering because the selling stockholder may offer some or all of the shares. ---------------- (1) Represents shares underlying warrants issued to Meyers Associates, L.P. as consideration for its services as placement agent in a private placement transaction that closed on July 2, 2004. (2) Represents shares underlying warrants issued to Meyers Associates, L.P. as consideration for its services as placement agent in a private placement transaction that closed on July 2, 2004 and which Meyers Associates, L.P. subsequently transferred to the selling stockholder.