-----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, D5IUlgHDgWyKBoiVlS8qHzsFkSJOqAURjKQnIB6b0jUA1l9oKq3UHcWkwH6QyOsd PdQ3mQE8mvKzlxvm5Fc38g== 0001047469-99-009512.txt : 19990315 0001047469-99-009512.hdr.sgml : 19990315 ACCESSION NUMBER: 0001047469-99-009512 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990312 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENUS INC CENTRAL INDEX KEY: 0000837913 STANDARD INDUSTRIAL CLASSIFICATION: SPECIAL INDUSTRY MACHINERY, NEC [3559] IRS NUMBER: 942790804 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: SEC FILE NUMBER: 333-48021 FILM NUMBER: 99563858 BUSINESS ADDRESS: STREET 1: 1139 KARLSTAD DR CITY: SUNNYVALE STATE: CA ZIP: 94089-2117 BUSINESS PHONE: 4087477120 MAIL ADDRESS: STREET 2: 1139 KARLSTAD DR CITY: SUNNYVALE STATE: CA ZIP: 94089-2117 424B3 1 424B3 PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3) AND (c) (TO PROSPECTUS DATED AUGUST 5, 1998 REGISTRATION STATEMENT NO. 333-48021 AND THE PROSPECTUS SUPPLEMENT THERETO DATED NOVEMBER 16, 1998) GENUS, INC. -------------------- COMMON STOCK, NO PAR VALUE ISSUABLE UPON EXERCISE OF WARRANTS -------------------- This Prospectus Supplement ("Supplement") relates to the resale by certain security holders named herein (the "Selling Security Holders") of an indefinite number of shares (the "Shares") of the Common Stock, no par value (the "Common Stock") of Genus, Inc., a California corporation ("Genus" or the "Company") which may be issued upon exercise of certain warrants (the "Warrants") to purchase Common Stock. The Company sold Series A Convertible Preferred Stock (the "Series A Stock") and the Warrants to the Selling Security Holders in a private transaction on February 12, 1998. On July 30, 1998, the Company redeemed a portion of the Series A Stock and issued Series B Convertible Preferred Stock (the "Series B Stock") to the Selling Security Holders in exchange for the outstanding unredeemed Series A Stock. The resale of the Common Stock covered by this Prospectus Supplement was registered pursuant a post-effective amendment to Registration Statement No. 333-48021 (the "Registration Statement"), effective August 5, 1998. This Supplement should be read in conjunction with the Prospectus dated August 5, 1998 (the "Prospectus") contained within such Registration Statement and the Prospectus Supplement thereto dated November 16, 1998, to be delivered with this Supplement. All capitalized terms used but not defined in this Supplement shall have the meanings given them in the Prospectus. The Warrants are exercisable at any time until February 11, 2001 for 300,000 shares of Common Stock at a price of $3.67 per share and for 100,000 shares at a price of $4.50 per share. The Company's Common Shares are traded on The Nasdaq National Market under the symbol "GGNS." Based upon information provided to the Company, the following table sets forth certain information with respect to the current beneficial ownership by the Selling Security Holders of shares of the Company's Common Stock. The Securities offered by this Prospectus Supplement consist of Common Stock which will be acquired by the Selling Security Holders upon exercise of the Warrants. The Company was required to register at least 1,676,877 shares of Common Stock (which included 49,868 shares of Common Stock as dividends on the Series B Stock even though none of that amount was ultimately required to be issued by the Company as dividends). As of March 12, 1999, the Company would be required to issue an aggregate of 400,000 shares of Common Stock upon exercise of the Warrants. The Selling Security Holders named below may sell the shares of Common Stock offered hereby from time to time and may choose to sell less than all or none of such shares.
MAXIMUM NUMBER OF SHARES SHARES OWNED THAT MAY SHARES AFTER NAME BE SOLD OFFERED OFFERING(1) - ---------------------------------------------- --------- -------- ----------- SOUTHBROOK INTERNATIONAL INVESTMENTS, LTD.(2) 150,000 150,000 0 c/o Cavallo Capital, Inc. Avi Vigder 630 Fifth Avenue, Suite 2000 New York, NY 10111 WESTOVER INVESTMENTS L.P.(3) 48,000 48,000 0 Will Rose 300 Crescent Court, Suite 700 Dallas, Texas 75201 MONTROSE INVESTMENTS, LTD.(4) 72,000 72,000 0 Will Rose 300 Crescent Court, Suite 700 Dallas, Texas 75201 BROWN SIMPSON STRATEGIC GROWTH FUND, L.P.(5) 0 0 0 Mitchell Kaye 152 West 57th Street, 40th Floor New York, NY 10019 BROWN SIMPSON STRATEGIC GROWTH FUND, LTD.(6) 0 0 0 Mitchell Kaye 152 West 57th Street, 40th Floor New York, NY 10019 Brown Simpson ORD Investments, LLC(7) 30,000 30,000 0 Mitchell Kaye 152 West 57th Street, 40th Floor New York, NY 10019 CIBC OPPENHEIMER CORP. 100,000 100,000 0 Matthew J. Maryles 200 Liberty Street, 7th Floor New York, NY 10281
(1) Assumes all shares offered by the Prospectus are sold and no beneficially owned shares are sold other than by this Prospectus. (2) Southbrook International Investments, Ltd. sold 627,009 shares of Common Stock issued upon conversion of 2,000 shares of Series A Stock and 13,000 shares of Series B Stock. (3) Westover Investments L.P. redeemed all of its 4,800 shares of Series B Stock. -2- (4) Montrose Investment, Ltd. redeemed all of its 7,200 shares of Series B Stock. (5) Brown Simpson Strategic Growth Fund, L.P. sold 24,000 shares of Common Stock issued upon conversion of 600 shares of Series B Stock and transferred, without consideration, its Warrant to Purchase 7,500 shares of Common Stock to Brown Simpson ORD Investments, LLC. (6) Brown Simpson Strategic Growth Fund, Ltd. sold 96,000 shares of Common Stock issued upon conversion of 2,400 shares of Series B Stock and transferred, without consideration, its Warrant to Purchase 22,500 shares of Common Stock to Brown Simpson ORD Investments, LLC. (7) Brown Simpson ORD Investments, LLC received its Warrants by transfer, without consideration, from Brown Simpson Strategic Growth Fund, L.P. and Brown Simpson Strategic Growth Fund, Ltd. No Selling Security Holder has held any position or office or had any other material relationship with the Company or any of its affiliates within the past three years other than CIBC Oppenheimer Corp., which received a finder's fee in connection with the sale of the Series A Stock and Warrants. THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS," COMMENCING ON PAGE 4 OF THE PROSPECTUS FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED HEREBY. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION 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 March 12, 1999. -3-
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