THIS IS BS...
March 31, 1999 11:10
CYBERCASH INC amends offer. 2.3 mil common stock.
Excerpted from S-3/A filed on 03/31 by CYBERCASH INC:
CYBERCASH INC amends offer. 2.3 mil common stock.
PROSPECTUS SUBJECT TO COMPLETION
MARCH ___, 1999
CYBERCASH INC.
2,301,586 SHARES OF COMMON STOCK
We have prepared this prospectus to allow three of our
shareholders, RGC International Investors, LDC, Halifax Fund, L.P., and Donino,
White & Partners, Inc., to sell up to 2,301,586 shares of our common stock.
See "Plan of Distribution". The selling stockholders may drive the price of our
common stock down if they sell all or a large number of these shares. The
selling stockholders also may drive the price of our common stock down if they
sell their shares at below market prices.
Our common stock is traded on the Nasdaq Stock Market under the
symbol "CYCH". On March 23, 1999, the last reported sale price of our common
stock on Nasdaq was $14.3125 per share.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE
"RISK FACTORS" BEGINNING ON PAGE 3.
Neither the SEC nor any state securities commission has approved the common
stock, nor have these organizations determined that this prospectus is accurate
or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is March __, 1999.
(End of Item Excerpt)
THE COMPANY
CyberCash, Inc. is the world's leading provider of secure electronic
commerce payment technologies and services spanning the retail point of sale
through the Internet. We believe that we are well-positioned to capitalize on
the emerging market for electronic commerce because we offer a range of software
products and payment services that work with the existing transaction processing
systems of financial institutions. In addition, we believe our new InstaBuy
service will successfully simplify the online buying experience for consumers.
Our principal executive offices are located at 2100 Reston Parkway, 3rd Floor,
Reston, Virginia 20191 and our phone number is 703/620-4200.
(End of Item Excerpt)
USE OF PROCEEDS
We will not receive any proceeds from the sale of the common
stock by the selling stockholders. Upon exercise of warrants held by RGC
International Investors and Halifax Fund, L.P., we may receive additional
proceeds which will be used for general corporate purposes.
SELLING STOCKHOLDERS
This prospectus relates to the offering by the selling
stockholders named in this prospectus for resale of up to 2,301,586 shares of
common stock. After giving effect to the offering and the sale of shares we
have primarily registered for these selling shareholders, the selling
stockholders will beneficially own no shares of CyberCash common stock. The
selling stockholders have acquired common stock in a private placement and may
acquire additional shares of common stock upon
- the exercise of warrants issued in the private
placement and
- upon satisfaction of conditions which are outside of
the control of these selling stockholders, including
the effectiveness of this registration statement.
(End of Item Excerpt)
(End of Item Excerpt)
SELLING STOCKHOLDERS
This prospectus relates to the offering by the selling
stockholders named in this prospectus for resale of up to 2,301,586 shares of
common stock. After giving effect to the offering and the sale of shares we
have primarily registered for these selling shareholders, the selling
stockholders will beneficially own no shares of CyberCash common stock. The
selling stockholders have acquired common stock in a private placement and may
acquire additional shares of common stock upon
- the exercise of warrants issued in the private
placement and
- upon satisfaction of conditions which are outside of
the control of these selling stockholders, including
the effectiveness of this registration statement.
We will supplement this prospectus from time to time to reflect the number of
shares of common stock acquired by the selling stockholders, as those selling
stockholders exercise their warrants or acquire additional securities subject
to resale under this prospectus. The following table sets forth important
information with respect to the selling stockholders as of March 23, 1999, as
follows:
- the name and position or other relationship with
CyberCash within the past three years of the selling
stockholders;
- the number of CyberCash's outstanding shares of
common stock beneficially owned by the selling
stockholders (including shares obtainable under
warrants exercisable within sixty (60) days of March
23, 1999 date) prior to this offering;
- the number of shares of common stock being offered
through this prospectus; and
- the number and percentage of CyberCash's
outstanding shares of common stock to be beneficially
owned by the selling stockholders after the sale of
common stock being offered through this prospectus.
The selling stockholders do not have to sell all of the shares that they own.
Number of Shares Number of Shares
Beneficially Owned Number of Shares Beneficially Owned
Selling Stockholders Prior to the Offering Offered Hereby After Offering
RGC International Investors, LDC
(1) 1,489,021(2)(3)(5) 1,016,767(4)(5) 0
Halifax Fund, L.P. 1,585,152(2)(6)(5) 507,623(7)(5) 0
Donino, White & Partners, Inc. 15,000 15,000 0
(End of item excerpt.)
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