<PAGE> 1
Filed pursuant to Rule 424(b)(3) and (c)
File Number 333-24275
PROSPECTUS SUPPLEMENT DATED January 5, 1999
to
Prospectus Dated May 5, 1997, as Supplemented on June 2, 1997,
June 6, 1997, July 1, 1997, July 21, 1997, July 23, 1997, July 24, 1997,
July 28, 1997, August 8, 1997, August 15, 1997, August 19, 1997,
September 2, 1997, September 3, 1997, September 5, 1997, September 19, 1997,
October 1, 1997, November 7, 1997, December 3, 1997, December 31, 1997,
January 8, 1998, January 21, 1998, January 22, 1998, January 27, 1998,
February 24, 1998, March 10, 1998, March 23, 1998, April 21, 1998,
May 27, 1998, May 29, 1998, July 16, 1998,
December 18, 1998 and January 5, 1999
$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") 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
issuable upon the conversion of the Convertible Notes (the "Convertible
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.
The 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
SELLING OWNED AND THAT OUTSTANDING SHARES THAT MAY
SECURITYHOLDER MAY BE SOLD CONVERTIBLE NOTES BE SOLD(1)
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<S> <C> <C> <C>
McMahan Securities
Company, L.P. $100,000 0.17% 4,848
</TABLE>
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(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) This selling securityholder served as an underwriter of the Convertible
Notes and received customary compensation in connection therewith.
Information concerning the Selling Securityholders may change from 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.
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