Filed pursuant to
Rule 424(b)(3)
Registration Nos.
333-06199 and
333-34019
Gum Tech, Inc.
SUPPLEMENT NO. 1 DATED DECEMBER 10, 1997
TO PROSPECTUS DATED JUNE 18, 1996
This Prospectus Supplement supplements information contained in that
certain Reoffer Prospectus of Gum Tech International, Inc. (the "Company") dated
June 18, 1996 (the "Prospectus") relating to the potential sale from time to
time of up to 1,500,000 shares of the Company's Common Stock issuable upon
exercise of stock options authorized under the Gum Tech International, Inc.
Stock Option Plan (the "Plan"). This Prospectus Supplement is not complete
without, and may not be delivered or utilized except in connection with the
Prospectus, including any amendments or supplements thereto. Capitalized terms
used herein but not defined have the meanings assigned to such terms in the
Prospectus.
The number of shares to which the Reoffer Prospectus relates is increased
from 1,500,000 to 2,000,000 shares.
The following tables replace Tables I and II in the Prospectus set forth
under the caption "Selling Stockholders." The new tables reflect sales made by
the Selling Stockholders named in the Prospectus, omits those people that are no
longer officers, directors or principal stockholders of the Company, and adds
those people that became officers, directors and principal stockholders of the
Company subsequent to the filing of the Prospectus. Table I lists the names of
officers, directors and principal stockholders that may be Selling Stockholders
from time to time in the future, along with the number of shares issuable to
them upon exercise of options. The total number of shares held by each such
individual and the percent of all outstanding shares represented by such
ownership are set forth in Table II below. The number of shares which may be
sold by such individuals from time to time will be updated in supplements to
this Prospectus, which will be filed with the Securities and Exchange Commission
in accordance with Rule 424(b) under the Securities Act of 1933, as amended.
<PAGE>
TABLE I
Total Number Exercise
Name of Selling Stockholder of Options Issued Price
- --------------------------- ----------------- -----
Richard Bernstein 30,000 $6.13
Richard Bernstein 9,000 $10.75
Jeffrey L. Bouchy 60,000 $6.13
Jeffrey L. Bouchy 9,000 $10.75
John E. Epert 20,000 $1.80
Shanna Gallo 30,000 $6.13
Shanna Gallo 9,000 $10.75
Les Goldstein 50,000 $6.13
Les Goldstein 20,000 $10.75
Arthur Harding 10,000 $6.00
Arthur Harding 20,000 $6.13
Bruce Jorgensen 20,000 $11.44
Roy Kaplan 10,000 $6.00
Roy Kaplan 40,000 $6.13
Cecile Kehoe 10,000 $10.75
Gary S. Kehoe 50,000 $2.00
Gary S. Kehoe 100,000 $6.13
Gary S. Kehoe 88,000 $10.75
Gerald N. Kern(1) 100,000 $6.00
Gerald N. Kern 250,000 $6.13
Gerald N. Kern 156,500 $10.75
Jack Kessler 20,000 $11.44
Robert Kwait 20,000 $6.38
William Meris 20,000 $6.13
Paul Peckman 20,000 $11.44
Richard Ratcliff(1)(2) 364,000 $1.50
- --------------------------------------------------------------------------------
(1) Includes 50,000 shares of the Company's Common Stock underlying an option
granted by Mr. Ratcliff to Gerald N. Kern, the Company's Chairman and Chief
Executive Officer.
(2) This Prospectus also covers 20,000 shares of Common Stock issued to Mr.
Ratcliff, a director of the Company, upon exercise of options under the
Plan and options to purchase 78,000 shares of Common Stock transferred by
Mr. Ratcliff to his children.
<PAGE>
TABLE II
Percent of Class of
Amount of Shares
Name of Selling Stockholder Shares Owned Outstanding(1)
- --------------------------- ------------ --------------
Richard Bernstein(2) 43,000 *
Jeffrey L. Bouchy(3) 105,000 1.8%
John E. Epert(4) 103,160 1.8%
Shanna Gallo(5) 40,450 *
Les Goldstein(6) 70,010 1.2%
Arthur Harding(7) 30,000 *
Bruce Jorgensen(8) 177,700 3.0%
Roy Kaplan(9) 50,000 *
Gary S. Kehoe(10) 278,000 4.6%
Cecile Kehoe(11) 10,000 *
Gerald N. Kern(12) 506,500 8.0%
Jack Kessler(13) 20,000 *
Robert Kwait(14) 20,000 *
William Meris(15) 21,500 *
Paul Peckman(16) 20,000 *
Richard Ratcliff(17) 423,000 6.8%
*Less than one percent.
(1) Percentage ownership for each person is based on 5,856,460 shares of Common
Stock outstanding plus all the options owned by the respective Selling
Stockholder.
(2) Includes options to purchase 30,000 shares at $6.13 until December 30, 1999
and options to purchase 9,000 shares at $10.75 per share until September
23, 2000 (which options vest in two equal installments on September 23,
1998 and 1999).
(3) Includes options to purchase 60,000 shares at $6.13 until December 30, 1999
and options to purchase 9,000 shares at $10.75 per share until September
23, 2000 (which options vest in two equal installments on September 23,
1998 and 1999).
(4) Includes options to purchase 20,000 shares at $1.80 until April 7, 1998.
(5) Includes options to purchase 30,000 shares at $6.13 until December 30, 1999
and options to purchase 9,000 shares at $10.75 per share until September
23, 2000 (which options vest in two equal installments on September 23,
1998 and 1999).
(6) Includes options to purchase 50,000 shares at $6.13 until December 30, 1999
and options to purchase 20,000 shares at $10.75 per share until September
23, 2000 (which options vest in two equal installments on September 23,
1998 and 1999).
(7) Consists of options to purchase 10,000 shares at $6.00 until April 30, 1999
and options to purchase 20,000 shares at $6.13 until December 30, 1999.
<PAGE>
(8) Includes options to purchase 20,000 shares at $11.44 until June 13, 2000.
These options vests in two equal annual installments commencing on June 13,
1998.
(9) Includes options to purchase 10,000 shares at $6.00 until April 30, 1999
and options to purchase 40,000 shares at $6.13 until December 30, 1999.
(10) Includes options to purchase 50,000 shares at $2.00 until June 1, 1998,
options to purchase 100,000 shares at $6.13 until December 30, 1999 and
options to purchase 88,000 shares at $10.75 per share until September 23,
2000 (which options vest in two equal installments on September 23, 1998
and 1999), but does not include 10,000 shares of Common Stock beneficially
owned by Cecile Kehoe, an employee of the Company and the wife of Mr.
Kehoe.
(11) Includes options to purchase 10,000 shares at $10.75 per share until
September 23, 2000 (which options vest in two equal installments on
September 23, 1998 and 1999), but does not include 278,000 shares of Common
Stock beneficially owned by Mrs. Kehoe's husband, Gary S. Kehoe, an
executive officer and director of the Company.
(12) Includes options to purchase 50,000 shares at $6.00 until August 14, 1999,
options to purchase 250,000 shares at $6.13 until December 30, 1999, and
options to purchase 156,500 shares at $10.75 per share until September 23,
2000 (which options vest in two equal installments on September 23, 1998
and 1999). Also includes an option granted to Mr. Kern by from Mr. Ratcliff
to purchase 50,000 shares at $6.00 that is exercisable between February 1
and February 28, 1998 so long as Mr. Kern is employed by the Company at
such time.
(13) Consists of options to purchase 20,000 shares at $11.44 until June 13,
2000. These options vests in two equal annual installments commencing on
June 13, 1998.
(14) Consists of options to purchase 20,000 shares at $6.38 until January 3,
2000. These options vests in two equal annual installments commencing on
January 3, 1998.
(15) Includes options to purchase 20,000 shares at $6.13 until August 14, 1999.
(16) Consists of options to purchase 20,000 shares at $11.44 until June 13,
2000. These options vests in two equal annual installments commencing on
June 13, 1998.
(17) Includes options to purchase 364,000 shares at $1.50 until March 24, 1998,
of which options to purchase 78,000 shares of Common Stock were transferred
to Mr. Ratcliff's children.
Unless otherwise indicated, the address of each Selling Stockholder is the
same as the Company's address. All shares listed above for sale represent shares
issued or issuable upon exercise of options under the Plan. As of December 9,
1997, 296,000 shares have been issued upon exercise of options granted under the
Plan and 1,704,000 are issuable upon exercise of options granted under the Plan.
The date of this Prospectus Supplement is December 10, 1997.
