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SUPPLEMENT DATED JULY 20, 1998
TO
PROSPECTUS DATED JUNE 15, 1998
CELLULARVISION USA, INC.
3,600,000 SHARES OF COMMON STOCK
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This Supplement supplements the Prospectus dated June 15, 1998 relating
to the proposed sale from time to time by certain holders of up to 3,600,000
shares of common stock, par value $.01 per share (the "Common Stock"), of
CellularVision USA, Inc. (the "Company"). Capitalized terms used herein but not
otherwise defined herein retain the meanings given to them in the Prospectus,
except that all references to Proprietary Convertible Investment Group, Inc.
("Proprietary") in the Prospectus are hereby changed to Marshall Capital
Management, Inc. ("MCM"), which is the new legal name of such entity.
SELLING STOCKHOLDERS
As a result of (i) the failure of Marion to exercise a warrant to
purchase up to 1,250,000 shares of Common Stock (the "Warrant") and (ii) the
increase in the number of shares of Common Stock beneficially owned by MCM as a
result of a decrease in the price at which the Convertible Preferred Stock of
MCM is convertible into shares of Common Stock, the Company has reallocated
certain shares of Common Stock previously available for sale by Marion to MCM as
follows:
In addition to those shares allocated to MCM in the Prospectus, MCM may
offer and sell from time to time up to 1,250,000 additional shares of Common
Stock. It is unknown if, when, or in what amounts MCM may offer such additional
shares for sale and there can be no assurance that MCM will sell any or all of
such additional shares.
The number of shares of Common Stock allocated for offers and sales by
Marion are reduced from 1,360,000 shares to 110,000 shares as a result of the
failure of Marion to exercise the Warrant.
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Any statement contained in the Prospectus shall be deemed to be
modified or superseded for the purposes of the Prospectus to the extent that a
statement contained in this Supplement modifies or supersedes such statement.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Prospectus.
