Rule 424(b)(3) and (c)
File No. 333-18491
PROSPECTUS SUPPLEMENT dated January 30, 1997
(to Prospectus dated January 9, 1997)
The ForeFront Group, Inc.
This Prospectus Supplement amends and supplements the Prospectus dated
January 9, 1997 of The ForeFront Group, Inc. (the "Company") included in the
Company's Registration Statement (No. 333-18491) covering shares of the
Company's Common Stock which may be offered and issued from time to time by the
Selling Stockholders named in the Prospectus.
The "Selling Stockholders" section of the Prospectus dated January 9, 1997
is hereby modified to reflect the distribution or other transfer of shares
covered by the Prospectus made by Mazner Family Trust and WS Investment Company
92B to the beneficiaries of such trust or investment companies or other parties.
The "Selling Stockholders" section contained in this Prospectus Supplement
incorporates such modifications, and amends and restates in its entirety the
"Selling Stockholders" section contained in the Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder, the
number of shares of Common Stock (including the shares issuable upon exercise of
Warrants) beneficially owned by each Selling Stockholder as of the date of this
Prospectus, the number of shares of Common Stock being offered by each Selling
Stockholder hereby, and the percentage of the Company's Common Stock to be
beneficially owned by each Selling Stockholder after the offering (assuming that
all shares subject to this Prospectus are sold). Common Stock ownership
information is based solely upon reports furnished to the Company by the
respective stockholders pursuant to the rules of the Commission.
The shares of Common Stock offered hereby (the "Shares") include up to (i)
470,637 shares of Common Stock issued in connection with the acquisition by the
Company of the assets of BookMaker, (ii) 125,000 shares of Common Stock issued
in connection with the acquisition by the Company of the assets of Blue
Squirrel, (iii) 103,215 shares of Common Stock issued upon conversion of shares
of preferred stock of the Company issued in private placements prior to the
Company's initial public offering and (iv) 4,971 shares issuable upon the
exercise of Warrants to purchase Common Stock issued in connection with the
private placement of debt or preferred stock by the Company prior to the
Company's initial public offering.
BookMaker received 447,637 shares of Common Stock (the "BookMaker Shares")
in connection with the Company's acquisition of substantially all of the assets
of BookMaker, of which a total of 224,099 have been placed in escrow (the
"Escrow Shares") pending the successful completion of several post closing
performance conditions and for pre-closing liabilities. BookMaker has placed the
BookMaker Shares, except for the Escrow Shares, in trust for the benefit of its
shareholders and will distribute the BookMaker Shares to its shareholders on a
pro rata basis following such time as this Registration Statement is declared
effective by the Commission. The Escrow Shares will continue to be held by Texas
Commerce Bank NA as Escrow Agent until their distribution to the Selling
Stockholders entitled to receive such Escrow Shares or their cancellation. As a
result of such distribution, the persons listed below as shareholders of
BookMaker are Selling Stockholders of up to the number of shares of Common Stock
set forth opposite their respective names.
Blue Squirrel received 125,000 shares of Common Stock (the "Blue Squirrel
Shares") in connection with the Company's acquisition of substantially all of
the assets of Blue Squirrel. Blue Squirrel distributed the Blue Squirrel Shares
to its shareholders on a pro rata basis. As a result of such distribution, the
persons listed below as shareholders of Blue Squirrel are Selling Stockholders
of up to the number of shares of Common Stock set forth opposite their
respective names.
As part of the acquisitions of BookMaker and Blue Squirrel and pursuant to
the terms of the Registration Rights Agreements, the Company agreed to use its
best efforts to register the Common Stock issued or distributed to the Selling
Stockholders in connection with the acquisition for offer or sale to the public,
including the Warrant Shares which certain of the Selling Stockholders may
acquire upon exercise of the Warrants. The registration of the Securities,
however, does not necessarily mean that all or any of the Securities will be
sold by the Selling Stockholders. The Shares offered represent all Shares owned
by the respective Selling Stockholders or which may be owned upon their
distribution from escrow.
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<PAGE>
<TABLE>
<CAPTION>
Number of Shares Shares Beneficial Percentage of
Beneficially Owned Offered Ownership Beneficial Ownership
Selling Stockholder Prior to Offering(1) Hereby After Offering(2) After Offering
------------------- --------------------- ----------- ------------------ --------------------
<S> <C> <C> <C> <C>
The Mazner Family Trust(3) 68,322 68,322 --- ---
Tron Black(4) 69,333 62,500 6,833 *
Chris Kirkpatrick(5) 65,662 64,789 833 *
Louis B. Cushman 53,571 53,571 --- ---
Brent and Janet Van Alfen(6) 53,611 48,611 5,000 *
Hal Schectman(7) 48,586 47,753 833 *
Mayfield Software Partners(3) 43,952 43,952 --- ---
Kawasaki Family Trust(3) 34,919 34,919 --- ---
David Helms(3) 34,919 34,919 --- ---
Michael Eagan(3) 32,620 32,620 --- ---
Terrance Morse(3) 29,103 29,103 --- ---
Desktop Solutions 12,917(8) 23,000 --- ---
A. W. Epley III(9) 19,506 19,506 --- ---
Lloyd Chambers(3) 16,868 16,868 --- ---
Walter Wilson(10) 9,753 9,753 --- ---
Frank Goldberg(11) 9,753 9,753 --- ---
Robert Carr(3) 8,552 8,552 --- ---
Erik Hansen(12) 7,862 6,945 917 *
George Norr(13) 7,861 6,944 917 *
John Meyer(3) 7,263 7,263 --- ---
Sheila S. Newar Family Trust(14) 5,851 5,851 --- ---
John Robert Porter(15) 5,851 5,851 --- ---
Bill Gallinger(16) 6,013 5,346 666 *
WS Investment Company 93C(3) 5,234 5,234 --- ---
WSGR Profit Sharing Trust
FBO Steven E. Bochner(3) 3,492 3,492 --- ---
Amelie Porter(17) 3,901 3,901 --- ---
Marilyn McMahon(3) 3,564 3,564 --- ---
Board of Trustees of the Leland
Stanford Junior University(3)(21) 3,623 3,623 --- ---
Stan Otani(18) 2,946 2,613 333 *
WS Investment Company 94A(3) 1,324 1,324 --- ---
Ken Getz(3) 713 713 --- ---
Jeremy Mazner(3) 238 238 --- ---
Timothy Dickenson(3) 238 238 --- ---
Beth Mazner(19) 4,000 4,000 --- ---
The Lauren Levine Trust(19) 2,000 2,000 --- ---
Larry W. Sonsini(20) 1,557 1,557 --- ---
Harry B. Bremond(20) 280 280 --- ---
John B. Goodrich(20) 714 714 --- ---
Mario M. Rosati(20) 765 765 --- ---
Mark A. Bertelsen(20) 637 637 --- ---
Arthur F. Schneiderman(20) 525 525 --- ---
Craig W. Johnson(20) 918 918 --- ---
Jeffrey D. Saper(20) 637 637 --- ---
Douglas M. Laurice(20) 220 220 --- ---
Charles Compton(20) 382 382 --- ---
Robert B. Jack(20) 382 382 --- ---
Henry Massey(20) 638 638 --- ---
Bradford C. O'Brien(20) 398 398 --- ---
Blair W. Stewart(20) 204 204 --- ---
Michael A. Ladra(20) 387 387 --- ---
Judith M. O'Brien(20) 306 306 --- ---
Bruce G. Vanyo(20) 765 765 --- ---
Francis S. Currie(20) 596 596 --- ---
Barry E. Taylor(20) 638 638 --- ---
Steven M. Schatz(20) 663 663 --- ---
Donald E. Bradley(20) 459 459 --- ---
Douglas H. Collom(20) 362 362 --- ---
James A. DiBoise(20) 444 444 --- ---
Robert P. Latta(20) 444 444 --- ---
Casey J. McGlynn(20) 510 510 --- ---
James A. Kurpius(20) 253 253 --- ---
Peter Labosky(20) 250 250 --- ---
Mark A. Medearis(20) 393 393 --- ---
Ann Yvonne Walker(20) 235 235 --- ---
Robert P. Feldman(20) 413 413 --- ---
Peter J. Courture(20) 388 388 --- ---
Debra S. Summers(20) 331 331 --- ---
Alan K. Austin(20) 627 627 --- ---
Denise M. Amantea(20) 255 255 --- ---
Steven E. Bochner(20) 382 382 --- ---
Terry T. Johnson(20) 357 357 --- ---
Allen L. Morgan(20) 341 341 --- ---
Ronald M. Roth(20) 270 270 --- ---
Tor R. Braham(20) 357 357 --- ---
Robert T. Clarkson(20) 316 316 --- ---
Thomas C. DeFilipps(20) 270 270 --- ---
Boris Feldman(20) 382 382 --- ---
Michael W. Hall(20) 341 341 --- ---
Dana D. Haviland(20) 250 250 --- ---
Mark G. Parnes(20) 220 220 --- ---
Harry K. Plant(20) 280 280 --- ---
John V. Roos(20) 306 306 --- ---
Ivan H. Humphreys(20) 285 285 --- ---
Marcia Kemp Sterling(20) 230 230 --- ---
David Steuer(20) 270 270 --- ---
Elias J. Blawie(20) 184 184 --- ---
Richard J. Char(20) 204 204 --- ---
Peter P. Chen(20) 189 189 --- ---
Susan Aboucher Creighton(20) 204 204 --- ---
Michael J. Danaher(20) 184 184 --- ---
John A. Fore(20) 204 204 --- ---
Jared L. Kopel(20) 189 189 --- ---
Timothy J. Sparks(20) 199 199 --- ---
Gary L. Reback(20) 612 612 --- ---
Herbert P. Fockler(20) 168 168 --- ---
Nina F. Locker(20) 168 168 --- ---
Tae Hea Nahm(20) 168 168 --- ---
Timothy T. Scott(20) 168 168 --- ---
Steve C. Durant(20) 209 209 --- ---
Cathryn S. Chinn(20) 48 48 --- ---
Samuel L. Wright, III(20) 49 49 --- ---
Richard C. Degolia(20) 48 48 --- ---
Peter N. Detkin(20) 49 49 --- ---
Donna M. Petkanics(20) 48 48 --- ---
Stanley F. Pierson(20) 49 49 --- ---
Kenneth M. Siegel(20) 48 48 --- ---
Neil J. Wolff(20) 49 49 --- ---
Anthony J. Bakos(20) 48 48 --- ---
Laura A. Burdick(20) 49 49 --- ---
Sandra Chutorian(20) 48 48 --- ---
Timothy A. Covington(20) 49 49 --- ---
Elizabeth R. Flint(20) 48 48 --- ---
David R. Gerson(20) 49 49 --- ---
Page Maillaird(20) 48 48 --- ---
John T. Sheridan(20) 49 49 --- ---
David L. Van DeHey(20) 48 48 --- ---
Aileen L. Arrieta(20) 49 49 --- ---
David J. Berger(20) 48 48 --- ---
Mark E. Bonham(20) 49 49 --- ---
Joseph A. Kouri(20) 48 48 --- ---
Robert W. Luckinbill(20) 49 49 --- ---
Chistopher D. Mitchell(20) 48 48 --- ---
David J. Segre(20) 49 49 --- ---
James N. Strawbridge(20) 48 48 --- ---
Mark B. Weeks(20) 49 49 --- ---
Howard S. Zeprun(20) 49 49 --- ---
</TABLE>
- ----------------
*Indicates less that 0.1%
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<PAGE>
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission. In computing the number of shares
beneficially owned by a person and the percentage ownership of that person,
shares of Common Stock subject to options held by that person that are currently
exercisable or exercisable within 60 days of December 18, 1996 are deemed
outstanding for the purposes of computing the percentage ownership of each other
person. Except as indicated in the footnotes to this table and pusuant to
applicable community property laws, each stockholder named in the table has sole
voting and investment power with respect to the shares set forth opposite such
stockholder's name.
(2) Assumes that all of the Shares beneficially owned by each Selling
Stockholder and registered under this Registration Statement are sold.
(3) Previously a stockholder of BookMaker.
(4) Previously a stockholder of Blue Squirrel. Includes 6,833 shares which may
be acquired by Mr. Black upon exercise of outstanding options.
(5) Previously a stockholder of BookMaker. Includes 833 shares which may be
acquired by Mr. Kirkpatrick upon exercise of an option.
(6) Previously a stockholder of Blue Squirrel. Includes 5,000 shares which may
be acquired by Mr. Van Alfen, individually, upon exercise of outstanding
options.
(7) Previously a stockholder of BookMaker. Includes 833 shares which may be
acquired by Mr. Schectman upon exercise of an option.
(8) Does not include 10,083 shares which Desktop Solutions may be entitled to
receive as a result of certain consulting services in connection with the
acquisition of BookMaker. These shares, in addition to the shares shown as
beneficially owned by him in the table, are covered by this Prospectus.
(9) Includes 1,776 shares of Common Stock issuable upon the exercise of a
warrant held by Mr. Epley.
(10) Includes 888 shares of Common Stock issuable upon the exercise of a warrant
held by Mr. Wilson.
(11) Includes 888 shares of Common Stock issuable upon the exercise of a warrant
held by Mr.Goldberg.
(12) Previously a stockholder of Blue Squirrel. Includes 917 shares which may be
acquired by Mr. Hansen upon exercise of an option.
(13) Previously a stockholder of Blue Squirrel. Includes 917 shares which may be
acquired by Mr. Norr upon exercise of an option.
(14) Includes 532 shares of Common Stock issuable upon the exercise of a warrant
held by the Sheila S. Newar Family Trust UA January 29, 1990.
(15) Includes 532 shares of Common Stock issuable upon the exercise of a warrant
held by Mr. Porter.
(16) Previously a stockholder of BookMaker. Includes 666 shares which may be
acquired by Mr. Gallinger upon exercise of an option.
(17) Includes 355 shares of Common Stock issuable upon the exercise of a warrant
held by Ms. Porter.
(18) Previously a stockholder of BookMaker. Includes 333 shares which may be
acquired by Mr. Otani upon exercise of an option.
(19) Transferred from the Mazner Family Trust.
(20) Transferred from WS Investment Company 92B, which was previously a
stockholder of BookMaker.
(21) Includes 950 shares transferred from Mike Eagan.
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