ONT filed this S-3 on 12/08/2000.
Of the shares of common stock being offered by this prospectus,
4,433,450 shares are being registered for resale by the selling stockholders.
Those shares of common stock include 369,444 shares of common stock, 2,974,366
shares of common stock underlying convertible preferred stock and 1,089,640
shares of common stock underlying warrants. We will not receive any of the
proceeds from the sale of the shares by the selling stockholders. However, we
may receive proceeds from the exercise of any outstanding warrants to purchase
those shares. We will pay all expenses of registration incurred in connection
with this offering, but the selling stockholders will pay all of their selling
commissions, brokerage fees and related expenses.
The remaining 5,459,000 shares may be issued pursuant to a common stock
purchase agreement between Crossover Ventures, Inc. and us as further described
in this prospectus. We will receive the sale price of any common stock that we
sell pursuant to the common stock purchase agreement, and Crossover Ventures may
resell those shares pursuant to this prospectus.
The selling stockholders and Crossover Ventures have advised us that
they will sell the shares from time to time in the open market, on the American
Stock Exchange, in privately negotiated transactions or a combination of these
methods, at market prices prevailing at the time of sale, at prices related to
the prevailing market prices, at negotiated prices, or otherwise as described
under "Plan of Distribution."
Crossover Ventures is an "underwriter" within the meaning of the
Securities Act of 1933 in connection with its sale, and the selling stockholders
and any participating broker-dealers may be deemed to be "underwriters" as
defined in the Securities Act. We cannot estimate at the present time the amount
of commissions or discounts, if any, that will be paid by Crossover Ventures or
the selling stockholders on account of their sale of shares of common stock. We
will indemnify Crossover Ventures and the selling stockholders against certain
liabilities, including certain liabilities under the Securities Act.
Our common stock is traded on the American Stock Exchange under the
symbol "ONT". On December 6, 2000, the closing price of the common stock was
$1.05 per share.
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INVESTING IN THE COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 1.We may offer from time to time up to $7,897,000 aggregate principal amount
of common stock and preferred stock with this prospectus, in amounts, at prices
and on terms to be determined by market conditions at the time of the offering.
An accompanying prospectus supplement will specify the terms of the securities.
We may sell securities directly to purchasers, through underwriters, dealers
or agents or through any combination of these methods. A supplement to this
prospectus will name any underwriters, dealers or agents involved in the sale of
our securities and describe their compensation.
This prospectus may not be used to offer and sell securities unless
accompanied by a prospectus supplement. The prospectus supplement may update or
change information contained in this prospectus.
INVESTING IN THE COMMON STOCK OR PREFERRED STOCK INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 1.
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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. Any representation to the contrary is a
criminal offense. |
