FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-33940
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED APRIL 25, 2000
2,843,301 shares
XYBERNAUT CORPORATION
common stock, par value $0.01 per share
------------------------
This prospectus supplement supplements our prospectus dated April 25,
2000 relating to the resale by certain selling stockholders of up to 2,843,301
shares of our common stock, par value $0.01 per share, which may be offered and
sold from time to time by certain of our stockholders or by their pledgees,
donees, transferees or other successors in interest that receive the shares as a
gift, partnership distribution or other non-sale related transfer. We will
receive no part of the proceeds from any of the sales of these shares. The
"Selling Stockholders" section of the original prospectus is hereby amended and
supplemented to reflect a correction in the name of one of the selling
stockholders contained in the table of the "Selling Stockholders" section of the
original prospectus. This prospectus supplement should be read in conjunction
with the original prospectus, and this prospectus supplement is qualified by
reference to the original prospectus except to the extent that the information
supersedes the information contained in the original prospectus.
The date of this prospectus supplement is July 19, 2000.
<PAGE>
FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-33940
SELLING STOCKHOLDERS
The table of "Selling Stockholders" in the prospectus is hereby amended
and supplemented to reflect a correction in the name of one of the selling
stockholders from "International Business Solutions, Inc." to "NWCS LLC," as
shown in the table below.
Except as set forth in this prospectus supplement with respect to the
correction in the name of one of the selling stockholders from "International
Business Solutions, Inc." to "NWCS LLC" contained in the table of "Selling
Stockholders," there is no change to the section entitled "Selling Stockholders"
in the original prospectus. We may amend or supplement the original prospectus
or the prospectus supplement from time to time to update the disclosure set
forth therein and herein.
<TABLE>
<CAPTION>
Percentage of -------------------
Shares of Common Stock Common Stock Shares of Common
Beneficially Owned Beneficially Owned Shares of Common Stock Beneficially
Prior to Offering Prior to the Stock to be Sold Owned
Offering after Offering
-------------------
Number Percent
-------------------------------------------------------------------------------------
<S> <C> <C> <C>
NWCS LLC (5) 144,000 (8) * 144,000 (11) 0 *
</TABLE>
* Less than 1%.
(5) Benjamin Cohen is the director and control person of NWCS LLC.
(8) Represents the number of shares of common stock issuable upon
exercise of warrants. These warrants are currently exercisable
with respect to 20,000 shares of common stock. See -
"Description of Securities".
(11) Assumes that the selling stockholder will exercise all of its
warrants into common stock.
-2-
