Excerpted from S-3 filed on 04/04 by XYBERNAUT CORP:
XYBERNAUT CORP files for common stock offer.
SUBJECT TO COMPLETION, DATED APRIL __, 2000
PROSPECTUS
XYBERNAUT CORPORATION
2,843,301 SHARES OF COMMON STOCK
The stockholders of Xybernaut Corporation listed on page 10 of this
prospectus are offering for sale up to 2,843,301 shares of common stock of
Xybernaut under this prospectus.
The selling stockholders may offer their shares through public or private
transactions, at prevailing market prices, or at privately negotiated prices.
See "Plan of Distribution."
NASDAQ SmallCap Market Symbol: "XYBR"
On March 29, 2000, the closing price of one share of our common stock on
the NASDAQ SmallCap Market was $17.25.
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY
CONSIDER THE FACTORS DESCRIBED UNDER THE CAPTION "RISK FACTORS" BEGINNING
ON PAGE 2 OF THIS PROSPECTUS.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this prospectus is _________________, 2000
(End of Item Excerpt)
(End of Item Excerpt)
USE OF PROCEEDS
The selling stockholders are selling all of the shares covered by this
prospectus for their own accounts. Accordingly, we will not receive any proceeds
from the resale of the shares.
We will receive proceeds from the exercise, if any, of the warrants. We
will use those proceeds, if any, for working capital and general corporate
purposes.
We will bear the expenses relating to this registration, other than
discounts and commissions, which will be paid by the selling stockholders.
(End of Item Excerpt)
(End of Item Excerpt)
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
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
=== ===
(End of item excerpt.)
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