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Filed Pursuant to Rule 424(b)(3) and (c)
File Number 333-24275
PROSPECTUS SUPPLEMENT DATED JULY 28, 1997
to
Prospectus Dated May 5, 1997, as Supplemented on June 2, 1997,
June 6, 1997, July 1, 1997, July 21, 1997, July 23, 1997 and July 24, 1997
$57,500,000
INTEVAC, INC.
6 1/2% CONVERTIBLE SUBORDINATED NOTES DUE 2004 AND
SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION THEREOF
This Prospectus Supplement supplements the Prospectus dated May 5, 1997
(the "Prospectus") and supersedes the Prospectus Supplement filed on July 24,
1997 of Intevac, Inc. (the "Company") relating to resales from time to time by
holders of $57,500,000 aggregate principal amount of 6 1/2% Convertible
Subordinated Notes due 2004 (the "Convertible Notes") of the Company and the
shares of Common Stock, no par value (the "Common Stock") of the Company
issuable upon the conversion of the Convertible Notes (the "Conversion Shares").
The Convertible Notes and the Conversion Shares may be offered from time to time
for the accounts of the securityholders named herein (the "Selling
Securityholders"). The Convertible Notes and Conversion Shares issuable upon
conversion thereof were issued in a private placement by the Company to certain
institutional investors and non-U.S. investors in February and March of 1997.
This Prospectus Supplement should be read in conjunction with the Prospectus,
and this Prospectus Supplement is qualified by reference to the Prospectus
except to the extent that the information herein contained supersedes the
information contained in the Prospectus. Capitalized terms used in this
Prospectus Summary and not otherwise defined herein have the meanings specified
in the Prospectus.
SELLING SECURITYHOLDERS
The following table sets forth information, with respect to the Selling
Securityholders and the respective principal amount of Convertible Notes
beneficially owned by each such Selling Securityholder that may be sold, and the
number of Conversion Shares that may be sold, by the Selling Securityholders
pursuant to this Prospectus. Other than as set forth below, none of the Selling
Securityholders has, or within the past three (3) years has had, any position,
office or other material relationship with the Company or any of its
predecessors or affiliates. Because the Selling Securityholders may offer all or
a portion of the Convertible Notes and the Conversion Shares pursuant to this
Prospectus, no estimate can be given as to the amount of Convertible Notes or
the Conversion Shares that will be held by the Selling Securityholders upon
termination of any such sale. The following table is based upon information
furnished to the Company by The Depository Trust Company, New York, New York and
the Selling Securityholders:
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<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
CONVERTIBLE
NOTES NUMBER OF
BENEFICIALLY PERCENT OF CONVERSION
OWNED AND OUTSTANDING SHARES
THAT MAY CONVERTIBLE THAT MAY
SELLING SECURITYHOLDER BE SOLD NOTES BE SOLD (1)
- ---------------------- --------- ----------- ------------
<S> <C> <C> <C>
Zazove Convertible $ 500,000 * 24,242
Fund, L.P.
Robertson Stephens $1,275,000 2.2% 61,818
& Company (2)
</TABLE>
- ----------
* Less than 1%
(1) Assumes conversion of the full amount of Convertible Notes held by such
holder at the initial rate of $20.625 in principal amount of Convertible
Notes per share of Common Stock.
(2) Robertson Stephens & Company was (i) an underwriter of the initial
public offering of the Company's Common Stock in November of 1995 and
(ii) an initial purchaser of the Convertible Notes in February and March
of 1997.
Information concerning the Selling Securityholders may change form time
to time and will be set forth in future supplements. In addition, the per share
conversion price, and therefore the number of shares of Common Stock, are
subject to adjustment under certain circumstances. Accordingly, the number of
shares of Common Stock offered hereby may increase or decrease. As of the date
of this Prospectus Supplement, the aggregate principal amount of outstanding
Convertible Notes is $57,500,000 and the number of shares of Common Stock into
which the Convertible Notes may be converted is 2,787,878 shares.
2.
