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Filed Pursuant to
Rules 424(b)(3) and (c)
File No. 333-41625
PROSPECTUS SUPPLEMENT NO. 2 DATED MAY 13, 1999
TO PROSPECTUS DATED FEBRUARY 19, 1998
BOLDER TECHNOLOGIES CORPORATION
336,200 SHARES OF SERIES A CONVERTIBLE PREFERRED STOCK,
AN INDETERMINATE NUMBER OF SHARES OF COMMON STOCK
ISSUABLE UPON CONVERSION THEREOF
AND
UP TO 453,870 SHARES OF COMMON STOCK ISSUABLE AS DIVIDENDS
ON THE SERIES A CONVERTIBLE PREFERRED STOCK
This Prospectus Supplement should be read in conjunction with the
Prospectus dated February 19, 1998 (the "Prospectus"). The table on pages 17 and
18 of the Prospectus setting forth information regarding the Selling
Stockholders is superseded by the following table:
SELLING STOCKHOLDERS
The following table sets forth the names of the Selling Stockholders,
the number of shares of Series A Preferred Stock and Common Stock owned
beneficially by such Selling Stockholders as of April 15, 1999 and the number
which may be offered pursuant to this Prospectus. This information is based upon
information provided by the Selling Stockholders. Because the Selling
Stockholders may offer all, some or none of their Shares, no definitive estimate
as to the number of shares thereof that will be held by the Selling Stockholders
after such offering can be provided.
1.
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<TABLE>
<CAPTION>
Number of
Shares of Number of
Series A Shares of
Shares of Series A Preferred Stock Common Stock
Preferred Stock Being Offered Shares of Common Stock Being Offered
Name of Selling Stockholder Beneficially Owned Hereby (1) Beneficially Owned (2) Hereby (1)(2)(3)
- --------------------------- ------------------ ---------- ---------------------- ----------------
Number Percent Number Percent
------ ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Commingled Pension Trust 140,000 41.6% 140,000 548,115 5.3% 548,115
Fund (Multi-Market Special
Investment Fund II) of
Morgan Guaranty Trust Co.
of New York
Heartland Value Plus Fund 85,000 25.3% 85,000 283,333 2.8% 283,333
BT Alex. Brown Incorporated 40,000 11.9% 40,000 156,603 1.6% 156,603
The Alfred P. Sloan 30,000 8.9% 30,000 117,454 1.2% 117,454
Foundation
Multi-Market Special 30,000 8.9% 30,000 117,454 1.2% 117,454
Investment Trust Fund of
Morgan Guaranty Trust Co.
of New York
Banque SCS Alliance 11,200 3.3% 11,200 43,848 * 43,848
</TABLE>
* Represents less than 1%.
(1) While the Selling Stockholders have not expressed a specific intention
as to the number of shares of Series A Preferred Stock or Common Stock
to be sold, the table shows the beneficial ownership that would result
if all Shares were sold.
(2) Comprises the shares of Common Stock into which the Series A Preferred
Stock held by such Selling Stockholders are convertible at the initial
conversion rate. Also includes the shares of Common Stock otherwise
owned by such Selling Stockholders, if any. Does not include the shares
of Common Stock issuable as future dividends on the Series A Preferred
Stock, although the resale of such shares is being registered
hereunder. The conversion rate and the number of shares of Common Stock
issuable upon conversion of the Series A Preferred Stock are subject to
adjustment under certain circumstances. See "Description of Capital
Stock." Accordingly, the number of shares of Common Stock issuable upon
conversion of the Series A Preferred Stock may increase or decrease
from time to time.
(3) Assumes conversion into Common Stock of the full amount of Series A
Preferred Stock held by the Selling Stockholders at the initial
conversion rate and the offering of such shares by the Selling
Stockholders pursuant to this Prospectus. The conversion rate and the
number of shares of Common Stock issuable upon conversion of the Series
A Preferred Stock is subject to adjustment under certain circumstances.
See "Description of Capital Stock". Accordingly, the number of shares
of Common Stock issuable upon conversion of the Series A Preferred
Stock may increase or decrease from time to time. Fractional shares
will not be issued upon conversion of the Series A Preferred Stock;
rather, cash will be paid in lieu of fractional shares, if any.
2.
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Because the Selling Stockholders may, pursuant to this Prospectus,
offer all or some portion of the Series A Preferred Stock and Common Stock they
presently hold or, with respect to Common Stock, have the right to acquire upon
conversion of such Series A Preferred Stock or as a dividend on such Series A
Preferred Stock, no estimate can be given as to the amount of the Series A
Preferred Stock and Common Stock that will be held by the Selling Stockholders
upon termination of any such sales. In addition, the Selling Stockholders
identified above may have sold, transferred or otherwise disposed of all or a
portion of their Series A Preferred Stock and Common Stock since the date on
which they provided the information regarding their Series A Preferred Stock and
Common Stock, in transactions exempt from the registration requirements of the
Securities Act. See "Plan of Distribution".
3.
