-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, L2PoRrI1wkqf8Fouj/HUpuq1HxgOoJSgaNmOiEXsKaOvulgWpYiBnvc9j7zXzo0x 9Cz4AGlY2woZqFPwzDFzaw== 0000950147-03-000829.txt : 20030716 0000950147-03-000829.hdr.sgml : 20030716 20030716151028 ACCESSION NUMBER: 0000950147-03-000829 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030716 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BESTNET COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000799694 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 861006416 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-105026 FILM NUMBER: 03789190 BUSINESS ADDRESS: STREET 1: 5210 E WILLIAMS CIRCLE STREET 2: STE 200 CITY: TUCSON STATE: AR ZIP: 85711 BUSINESS PHONE: 5207509093 MAIL ADDRESS: STREET 1: 5210 E WILLIAMS CIRCLE CITY: TUCSON STATE: AZ ZIP: 85711 FORMER COMPANY: FORMER CONFORMED NAME: WAVETECH INTERNATIONAL INC DATE OF NAME CHANGE: 19980225 FORMER COMPANY: FORMER CONFORMED NAME: WAVETECH INC DATE OF NAME CHANGE: 19920703 424B3 1 e-10193.txt PROSPECTUS SUPPLEMENT DATED 7/16/2003 Prospectus Supplement Filed Pursuant to Rule 424(b)(3) (To Prospectus Dated May 19, 2003) Registration No. 333-105026 BESTNET COMMUNICATIONS CORP. UP TO 3,563,593 UNITS UP TO 3,563,593 SHARES OF OUR SERIES A CONVERTIBLE PREFERRED STOCK UP TO 3,563,593 WARRANTS UP TO 21,439,058 SHARES OF OUR COMMON STOCK You should read this prospectus supplement and the related prospectus dated May 19, 2003 carefully before you invest. Both documents contain information you should consider when making your investment decision. Investing in our common stock involves a high degree of risk. See "Risk Factors" beginning on page 7 of our prospectus dated May 19, 2003 and "Additional Factors that Could Affect our Future Results" beginning on page 16 of our Annual Report on Form 10-KSB for the fiscal year ended August 31, 2002, for a description of certain factors that should be considered by prospective investors. This prospectus supplement is part of a registration statement that we filed with the SEC on May 6, 2003, in connection with an offering of units that we completed in March 2003. Each unit consists of the following securities: three shares of our common stock, par value $.001 per share; one three-year warrant to purchase one share of common stock at a per share exercise price of $0.30; and one share of Series A Preferred Stock, convertible into two shares of common stock at a conversion price of $0.10 per share of common stock. We filed the registration statement to register the resale of an aggregate of the following: (a) 3,563,593 units; (b) 3,563,593 shares of our Series A Convertible Preferred Stock; (c) 3,563,593 warrants; and (d) 21,439,058 shares of common stock, 10,690,779 of which were issued in the unit offering, and 10,690,779 of which are issuable upon exercise of the warrants and conversion of the Series A Convertible Preferred Stock. The shares of common stock covered by the registration statement are being offered by the selling stockholders identified in the "Selling Stockholders" section beginning on page 23 of the prospectus. The selling stockholders may sell the common stock from time to time in the principal market on which the stock is traded at the prevailing market price or in negotiated transactions. The selling stockholders may be deemed to be underwriters of the shares of common stock that they are offering. Please see the "Selling Stockholders" section beginning on page 23 of the prospectus for a complete description of all of the selling stockholders. The selling stockholders will receive all of the amounts received upon any sale by them of the common stock, less any brokerage commissions or other expenses incurred by them. We will not receive any proceeds from the sale of the common stock by the selling stockholders. We will receive up to an aggregate of $1,781,796.50 if all warrants are exercised and all shares of the Series A Convertible Preferred Stock are converted. Selling stockholders may neither exercise the warrants nor convert the Series A Convertible Preferred stock until an increase in the number of authorized common shares is approved by stockholder vote. This prospectus supplement updates the list of documents contained in our prospectus under the heading "Incorporation of Documents by Reference." Since we filed the last amendment to the registration statement, we have filed with the SEC our Quarterly Report on Form 10-QSB for the quarterly period ended May 31, 2003, which is hereby incorporated by reference into the prospectus and this prospectus supplement. You should read carefully this prospectus supplement, the prospectus, and the information that we incorporate by reference into those documents. In case there are any differences or inconsistencies between this prospectus supplement, the prospectus, and the information incorporated by reference into those documents, you should rely on the information contained in the document with the latest date. This prospectus supplement, the prospectus, our Annual Report on Form 10-KSB for the fiscal year ended August 31, 2002, and our Quarterly Report on Form 10-QSB for the quarterly period ended May 31, 2003, are being delivered to you in connection with your proposed investment in our common stock. You should rely only on the information provided or incorporated by reference in this prospectus supplement and the related prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus supplement is accurate as of any date other than the date on the front of these documents. 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. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is July 16, 2003. -----END PRIVACY-ENHANCED MESSAGE-----