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ALTERNATE PROSPECTUS
SECOND PROSPECTUS SUPPLEMENT
FILED PURSUANT TO RULE 424(B)(3)
(TO PROSPECTUS DECLARED EFFECTIVE SEPTEMBER 25, 1996,
AS SUPPLEMENTED BY FIRST PROSPECTUS SUPPLEMENT
DECLARED EFFECTIVE JULY 23, 1997)
REGISTRATION NO. 333-06121
2,092,000 SHARES
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COMPRESSENT CORPORATION
(FORMERLY "CABLE-SAT SYSTEMS, INC.")
COMMON STOCK
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This Second Prospectus Supplement (the "Second Prospectus Supplement")
supplements and amends the Prospectus declared effective September 25, 1996, as
amended by the First Prospectus Supplement declared effective July 23, 1997
(collectively, the "Prospectus") relating to the offer and resale by the holders
thereof of up to 2,092,000 shares (the "Shares") of common stock, par value
$0.001 per share, of Compressent Corporation, a Florida corporation (formerly
named "Cable-Sat Systems, Inc.") (the "Company"). All capitalized terms used but
not otherwise defined in this Second Prospectus Supplement shall have the
meanings ascribed thereto in the Prospectus.
The Prospectus, together with the First Prospectus Supplement and Second
Prospectus Supplement, constitutes the prospectus required to be delivered by
Section 5(b) of the Securities Act with respect to offers and sales of the
shares by the Selling Stockholders. All references in the Prospectus to "this
Prospectus" shall be understood to include the Prospectus as supplemented.
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THE PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS SECOND PROSPECTUS SUPPLEMENT IS NOVEMBER 10, 1997.
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The Prospectus is hereby amended to include 200,000 shares of Common Stock
issuable upon exercise of the Underwriters' Warrant and Underlying Underwriters'
Warrant (together, the "Underwriters' Shares") issued in connection with the
underwritten public offering of up to 1,050,000 shares of common stock, par
value $0.001 per share, and 1,150,000 redeemable common stock purchase warrants
of the Company.
The Underwriters' Warrant, Underlying Underwriters' Warrant, and
Underwriters' Shares were included in the Registration Statement declared
effective on September 25, 1996, and were described in the Prospectus. The
purpose of this Second Prospectus Supplement is to include the Underwriters'
Shares with the shares being sold by the Selling Stockholders and to identify
the holders of the Underwriters' Shares to be sold pursuant to this Prospectus.
SELLING STOCKHOLDERS
The list of Selling Stockholders on pages 34 and 35 of the Alternate
Prospectus is hereby amended to include the following holders of the
Underwriters' Shares:
<TABLE>
<CAPTION>
NUMBER OF SHARES
SHARES WHICH MAY BE OFFERED SHARES
BENEFICIALLY OWNED PURSUANT TO BENEFICIALLY OWNED
NAME OF SELLING STOCKHOLDER PRIOR TO SALE THIS PROSPECTUS AFTER OFFERING
- -------------------------------------------- ------------------ -------------------- ------------------
<S> <C> <C> <C>
Robert T. Kirk.............................. 331,000 130,000 201,000
Michael Morrisett........................... 10,000 10,000 -0-
Marie Lima.................................. 16,950 16,000 950
David Carter................................ 5,000 5,000 -0-
Wendy Gusrae................................ 15,000 15,000 -0-
Glenn Desort................................ 24,000 24,000 -0-
</TABLE>
The plan of distribution for the Underwriters' Shares is the same as the
plan of distribution set forth on page 34 of the Prospectus for the shares held
by the original list of Selling Stockholders. Specifically, the holders may from
time to time sell or otherwise dispose of such shares of Common Stock on their
own behalf at market prices then prevailing or otherwise at prices then
available. None of these Underwriters' Shares are being sold in the offering
which is being underwritten by the Underwriter, and the Company will not receive
any of the proceeds from the sale of these Underwriters' Shares. The Company is
paying substantially all of the expenses of registration of the Underwriters'
Shares. Brokers' commissions, taxes and other selling expenses are to be borne
by the holders and are not expected to exceed normal selling expenses. Sales of
the Underwriters' Shares will be subject to the prospectus delivery requirements
and other requirements of the Securities Act.
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