To: rrufff who wrote (3862 ) 4/4/2000 8:31:00 PM From: StockDung Read Replies (1) | Respond to of 6847
XYBERNAUT CORP filed this S-3 on 04/04/2000. tenkwizard.com SELLING STOCKHOLDERS This prospectus covers the resale by the selling stockholders of up to 2,843,301 shares of our common stock. The following table lists the selling stockholders and certain information regarding the beneficial ownership be each of the selling stockholders of shares of our common stock as of March -9- 29, 2000, and as adjusted to reflect the sale of the shares. Information concerning the selling stockholders, their pledgees, donees and other non-sale transferees who may become selling stockholders, may change from time to time. To the extent the selling stockholders or any of their representatives advise us of such changes, we will report those changes in a prospectus supplement to the extent required. See "Plan of Distribution." The registration of the following shares through this Registration Statement allows the following persons and entitiies to sell their shareholdings on the open market and is not necessarily an indication of intent to sell their shares of common stock Percentage of Common Shares of Common Stock ----------------------- Stock Beneficially Beneficially Shares of Common Shares of Common Owned Prior to Owned Prior Stock to be Sold Stock Beneficially Offering to the Owned Offering after Offering ----------------------- Number Percent ------------------------------------------------------------------------------------------------------------------------- Balmore Funds, S.A. (1) 500,000 1.3% 500,000 0 * Austost Anstalt Schaan (2) 500,000 1.3% 500,000 0 Crystalite Investments Ltd. (3) 1,000,000 (6) 2.7% 1,000,000 0 * Dalston Holdings Limited (4) 647,500 1.7% 647,500 0 * McGuire Woods Battle and Booth LLP 1,996 (7) * 1,996 0 * Parker Chapin LLP 4,805 (7) * 4,805 0 * International Business Solutions, Inc. (5) 144,000 (8) * 144,000 (11) 0 * E. Dell Smith 15,000 (9) * 15,000 (11) 0 * Christina S. Kohlhaas 30,000 (10) * 30,000 (11) 0 * * Total 7 % 0 === === * Less than 1% (1) Francois Morax is the director and control person of Balmore Funds S.A., a British Virgin Islands corporation. (2) Thom Hackl is the representative and control person of Austost Anstalt Schaan, a British Virgin Islands corporation. (3) Mr. John Gainsford is the director and control person of Crystalite Investments Ltd., a British Virgin Islands corporation. (4) Mr. C.B. Williams is the director and control person of Dalston Holdings Limited, a Turks and Caicos company. -10- (5) Benjamin Cohen is the director and control person of International Business Solutions, Inc. (6) Represents the number of shares issued upon exercise of warrants. (7) Represents the number of shares of common stock issued as partial compensation for legal services rendered to us for the year ended December 31, 1999. (8) Includes 100,000 shares of common stock issuable upon exercise of warrants. These warrants are currently exercisable with respect to 5,000 shares of common stock. See - "Description of Securities". (9) Represents the number of shares of common stock issuable upon exercise of warrants. See - "Description of Securities". (10) Represents the number of shares of common stock issuable upon exercise of warrants. These warrants are currently exercisable with respect to 20,000 shares of common stock. See - "Description of Securities". (11) Assumes that each selling stockholder will exercise all of its warrants into common stock.