Filed pursuant to
Rule 424(b)(3)
Registration No.
333-28821
SUPPLEMENT NO. 1 DATED SEPTEMBER 22, 1998
TO PROSPECTUS DATED JUNE 20, 1997
This Prospectus Supplement supplements information contained in that
certain Prospectus of Gum Tech International, Inc. (the "Company") dated June
20, 1996 (the "Prospectus") relating to the potential sale from time to time of
up to 1,152,632 shares of the Company's Common Stock issuable upon exercise of
Common Stock Purchase Warrants issued in the Company's IPO Offering and
conversion of the Company's Convertible Notes, and up to 40,000 Common Stock
Purchase Warrants. 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 following replaces the entire Section in the Prospectus set forth under
the caption "Selling Stockholders." The new Section corrects certain summary
information regarding the components of the stock sale and reflects the transfer
of the Warrants by Kensington Securities, Inc., the underwriter in the Company's
IPO Offering, to certain Selling Stockholders listed below as well as the sale
of certain Warrants to certain Selling Stockholders.
SELLING STOCKHOLDERS
This Prospectus covers the sale of an aggregate of 1,152,632 shares of
Common Stock comprised of (i) 620,000 shares upon exercise of Common Stock
Purchase Warrants ("Purchase Warrants") and (ii) 532,632 shares upon conversion
of subordinated convertible notes ("Convertible Notes") together with 40,000
Common Stock Purchase Warrants (the "Warrants"), each entitling the holder to
purchase one share of Common Stock at $7.50 per share at any time until April
24, 2001. The securities are held by certain selling stockholders (the "Selling
Stockholders").
An aggregate of 460,000 of the Purchase Warrants are estimated by the
Company to be held by over 100 beneficial Purchase Warrantholders who acquired
the securities in the Company's IPO Offering or in the aftermarket and are not
listed below. Set forth below is the name of all other Selling Stockholders
(none of whom are officers, directors or principal stockholders of the Company),
the number of Purchase Warrants, Warrants, Convertible Notes and underlying
shares of Common Stock owned by each Selling Stockholder as of this date, the
number of shares of Common Stock and Warrants which may be offered by the
Selling Stockholders pursuant to this Prospectus, and the number of underlying
shares of Common Stock to be owned by each Selling Stockholder upon completion
of the offering if all underlying shares are sold. All securities are owned
beneficially and of record. The address of each Selling Stockholder is in care
of the Company at 4205 North 7th Avenue, Suite 300, Phoenix, Arizona 85013.
Following exercise of the Warrants or conversion of the Convertible Notes, the
Common Stock listed below may be offered for sale by the Selling Stockholders
from time to time in open market transactions at prevailing market prices and at
customary commission rates. See "Plan of Distribution."
<TABLE>
<CAPTION>
Number of Number of Securities
Name of Securities Owned Number of Securities Owned After
Selling Stockholder Prior to the Offering Being Offered the Offering
------------------- --------------------- -------------------- --------------------
<S> <C> <C> <C>
Robert Wyatt 1,142 Warrants and 4,568 4,568 Shares Underlying -0-
Shares underlying the the Purchase Warrants
Purchase Warrants
Financial Freedom Fund 715 Warrants and 2,860 2,860 Shares Underlying -0-
Shares underlying the the Purchase Warrants
Purchase Warrants
Earl and Ruth Miller 1,428 Warrants and 5,712 5,712 Shares Underlying -0-
Shares underlying the the Purchase Warrants
Purchase Warrants
Morganbrook Securities 1,430 Warrants and 5,720 5,720 Shares Underlying -0-
Shares underlying the the Purchase Warrants
Purchase Warrants
Steve Harrington 700 Warrants and 2,800 2,800 Shares Underlying -0-
Shares underlying the the Purchase Warrants
Purchase Warrants
<PAGE>
Number of Number of Securities
Name of Securities Owned Number of Securities Owned After
Selling Stockholder Prior to the Offering Being Offered the Offering
------------------- --------------------- -------------------- --------------------
The Investment Company 700 Warrants and 2,800 2,800 Shares Underlying -0-
Shares underlying the the Purchase Warrants
Purchase Warrants
Randy Story 11,525 Warrants and 46,100 Shares -0-
46,100 Shares underlying Underlying the Purchase
the Purchase Warrants Warrants
William Zeller 12,384 Warrants and 49,536 Shares -0-
49,536 Shares underlying Underlying the Purchase
the Purchase Warrants Warrants
Anthony Pzrechera 800 Warrants and 3,200 3,200 Shares Underlying -0-
Shares underlying the the Purchase Warrants
Purchase Warrants
Kirk Wyatt 5,568 Warrants and 22,272 Shares -0-
22,272 Shares underlying Underlying the Purchase
the Purchase Warrants Warrants
Howard Davis 3,608 Warrants and 14,432 Shares -0-
14,432 Shares underlying Underlying the Purchase
the Purchase Warrants Warrants
Myron Ace 52,632 Shares Upon 52,632 -0-
Conversion of
Convertible Note
Eric Butlein 21,053 Shares Upon 21,053 -0-
Conversion of
Convertible Note
Donald Bullerdick 13,158 Shares Upon 13,158 -0-
Conversion of
Convertible Note
Paul J. Creamer 52,632 Shares Upon 52,632 -0-
Conversion of
Convertible Note
Nancy J. and Julie 21,053 Shares Upon 21,053 -0-
Dhonau Conversion of
Convertible Note
Harmon Burns IRA-RQ 78,947 Shares Upon 78,947 -0-
Conversion of
Convertible Note
2
<PAGE>
Number of Number of Securities
Name of Securities Owned Number of Securities Owned After
Selling Stockholder Prior to the Offering Being Offered the Offering
------------------- --------------------- -------------------- --------------------
Jerry Friedman 52,632 Shares Upon 52,632 -0-
Conversion of
Convertible Note
Harvey and July Kleiner 13,158 Shares Upon 13,158 -0-
Conversion of
Convertible Note
Ronald J. Likas 31,579 Shares Upon 31,579 -0-
Conversion of
Convertible Note
Theodore M. Luntz 21,053 Shares Upon 21,053 -0-
Conversion of
Convertible Note
Polaris Holdings, Ltd. 80,000 Shares Upon 80,000 -0-
Conversion of
Convertible Note
Adam Schewitz Trust 5,263 Shares Upon 5,263 -0-
Conversion of
Convertible Note
Max Schewitz Trust 5,263 Shares Upon 5,263 -0-
Conversion of
Convertible Note
L&D&S Schewitz Trust 15,789 Shares Upon 15,789 -0-
Conversion of
Convertible Note
Sarah Schewitz Trust 5,263 Shares Upon 5,263 -0-
Conversion of
Convertible Note
Donald Wall 10,526 Shares Upon 10,526 -0-
Conversion of
Convertible Note
Zippo Manufacturing, 52,632 Shares Upon 52,632 -0-
Zahara, Inc. Conversion of
Convertible Note
The date of this Prospectus Supplement is September 22, 1998.
3
</TABLE>
