<PAGE>
Filed pursuant to Rule 424(b)(3) and (c)
Registration No. 333-44531
PROSPECTUS SUPPLEMENT NO. 2
dated October 5, 1998
(to Prospectus dated January 23, 1998)
COMMODORE APPLIED TECHNOLOGIES, INC.
This Prospectus Supplement No. 2 (the "Prospectus Supplement")
supplements information contained in that certain Prospectus, dated January 23,
1998 (the "Prospectus"), of Commodore Applied Technologies, Inc., a Delaware
corporation (the "Company"), as supplemented by Prospectus Supplement No. 1,
dated April 7, 1998 (the "First Prospectus Supplement" and, together with the
Prospectus, the "Supplemented Prospectus").
This Prospectus Supplement is not complete without, and may not be
delivered or utilized except in connection with, the Supplemented Prospectus.
This Prospectus Supplement is qualified by reference to the Supplemented
Prospectus, except to the extent that the information herein contained
supercedes the information contained in the Supplemented Prospectus. Capitalized
terms used herein but not defined shall have the meanings assigned to such terms
in the Prospectus.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION, NOR HAS THE SECURITIES
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS SUPPLEMENT.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is October 5, 1998.
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This Prospectus Supplement amends the number of shares of Common Stock
of the Company being offered for sale by the Selling Stockholders (and reflected
throughout the Supplemented Prospectus). The Selling Stockholders may offer for
sale an aggregate of 4,578,186 Shares (a decrease of 108,415 Shares from the
4,686,601 Shares(1) referenced in the Prospectus). The 4,578,186 Shares offered
hereby include: (i) 1,679,813 Shares(2) heretofore transferred by Environmental
to certain Selling Stockholders upon conversion of shares of Series D Preferred
Stock; (ii) 359,903 Shares(3) heretofore issued by the Company to certain
Selling Stockholders upon conversion of shares of Series A Preferred Stock;
(iii) 1,260,000 Shares (subject to adjustment) which may be transferred by
Environmental to certain Selling Stockholders upon exercise of Environmental
Warrants; (iv) 79,407 Shares (subject to adjustment) which may be issued by the
Company to certain Selling Stockholders upon exercise of Company Warrants; and
(v) 1,199,063 Shares(4) issued to certain Selling Stockholders in connection
with the Common Stock Private Placement.
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(1) As noted in the Registration Statement, pursuant to Rule 429 under the
Securities Act, the Prospectus is a combined prospectus that relates to
an aggregate of 4,686,601 shares of Common Stock, consisting of (i)
2,582,700 shares of Common Stock registered under the Registration
Statement; and (ii) 2,103,901 shares of Common Stock held by the
Selling Stockholders which were (a) previously registered under the
Company's registration statement on Form S-3 (Registration No.
333-38357), declared effective by the Commission on October 31, 1997
(the "Prior Registration Statement"), (b) not resold by the Selling
Stockholders as of the effective date of the Registration Statement,
and (c) carried forward in the Prospectus pursuant to Rule 429. The
Prior Registration Statement registered an aggregate of 4,933,895
shares of Common Stock for resale by the Selling Stockholders, of which
2,829,994 had been resold by the Selling Stockholders pursuant to the
Prior Registration Statement prior to the effective date of the
Registration Statement. Together, the Prior Registration Statement and
the Registration Statement registered a total of 7,516,595 shares of
Common Stock for resale by the Selling Stockholders.
(2) The number of Shares includes (i) 714,166 Shares that were transferred
by Environmental to certain Selling Stockholders (and not resold by
such Selling Stockholders) as of the effective date of the Registration
Statement upon conversion of a portion of the outstanding shares of
Series D Preferred Stock, and (ii) 965,647 additional Shares that were
transferred by Environmental to certain Selling Stockholders after the
effective date of the Registration Statement upon conversion of the
remaining outstanding shares of Series D Preferred Stock (a decrease of
596,553 shares of Common Stock from the 1,562,200 shares estimated in
the Prospectus utilizing an assumed conversion price of $2.00 per
share). A total of 4,019,210 shares of Common Stock were transferred by
Environmental to certain Selling Stockholders upon conversion of all
88,000 shares of Series D Preferred Stock. Such shares of Common Stock
were transferred based upon Series D Preferred Stock conversion prices
ranging from $1.50 per share to $3.98 per share.
(3) The number of Shares includes (i) 185,941 Shares that were issued by
the Company to certain Selling Stockholders (and not resold by such
Selling Stockholders) as of the effective date of the Registration
Statement upon conversion of a portion of the outstanding shares of
Series A Preferred Stock, and (ii) 173,962 additional Shares that were
issued by the Company to certain Selling Stockholders after the
effective date of the Registration Statement upon conversion of the
remaining outstanding shares of Series A Preferred Stock (a decrease of
110,925 shares of Common Stock from the 284,887 shares estimated in the
Prospectus utilizing an assumed conversion price of $2.00 per share). A
total of 753,200 shares of Common Stock were issued by the Company to
certain Selling Stockholders upon conversion of all 18,000 shares of
Series A Preferred Stock. Such shares of Common Stock were transferred
based upon Series A Preferred Stock conversion prices ranging from
$2.00 per share to $3.685 per share.
(4) The number of Shares includes (i) 600,000 Shares that were issued by
the Company to certain Selling Stockholders (and not resold by such
Selling Stockholders) as of the effective date of the Registration
Statement in connection with the Common Stock Private Placement, and
(ii) 599,063 additional Shares that were issued by the Company to
certain Selling Stockholders after the effective date of the
Registration Statement pursuant to certain price reset terms of the
Common Stock Private Placement.
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SELLING STOCKHOLDERS
All of the text under the caption "SELLING STOCKHOLDERS" is hereby
deleted and replaced with the following:
The following table sets forth the name of each Selling Stockholder,
the number of Shares owned by the Selling Stockholders (where indicated by
footnote, as if all the outstanding Environmental Warrants and Company Warrants
had been exercised in full as of the date hereof), and the number of Shares
which may be offered for resale pursuant to this Prospectus. The information
included below is based upon information provided by the Selling Stockholders as
of the date of the Prospectus, and the Company has no basis for knowledge of any
sales of the Shares by any Selling Stockholders that may have taken place
subsequent to the date of the Prospectus. The actual number of Shares owned or
offered could be materially less or more than such estimated amount depending
upon factors which cannot be predicted at this time and, if required, will be
reflected in a supplement to this Prospectus. Because each Selling Stockholder
may offer all, some or none of the Shares it holds, and because the Company is
not aware of any agreements, arrangements or understandings with respect to the
sale of any of the Shares, no definitive estimate as to the number of Shares
that will be held by each such Selling Stockholder after such offering can be
provided, and the following table has been prepared on the assumption that all
Shares offered under this Prospectus will be sold to parties unaffiliated with
the Selling Stockholders. Except as indicated, none of the Selling Stockholders
has had a material relationship with the Company within the past three years,
other than as a result of the ownership of the Shares or other securities of the
Company.
<TABLE>
<CAPTION>
Shares Number of Shares
Owned Prior to Shares Which Owned After
the Offering May be Sold the Offering
-------------------------------- in this Offering ------------------------
Name Number Percent(1) -------------------- Number Percent
- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
American Investment
Group of New York, L.P..... 1,078,113 (2) 4.5% 1,078,113 * *
Okemo Partners Limited..... 387,841 (2) 1.6% 387,841 * *
Milton Partners............ 356,694 (2) 1.5% 356,694 * *
Talisman Capital
Opportunity Limited (3).... 875,826 (4) 3.7% 875,826 * *
Porter Partners, L.P....... 224,168 (2) * 224,168 * *
EDJ Limited................ 30,277 (2) * 30,277 * *
Michael Margolies.......... 63,750 (5) * 63,750 * *
Adam B. Cohen.............. 10,625 (5) * 10,625 * *
Alan P. Jacobs............. 10,625 (5) * 10,625 * *
Nelson Partners............ 95,814 (6) * 95,814 * *
Olympus Securities, Ltd.... 117,094 (6) * 117,094 * *
Leonardo, L.P.............. 51,816 (6) * 51,816 * *
</TABLE>
S-3
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<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Raphael, L.P............... 20,726 (6) * 20,726 * *
Ramius Fund, Ltd........... 31,090 (6) * 31,090 * *
Fortune Fund............... 41,820 (6) * 41,820 * *
DFA Group Trust - Small
Company Subtrust........... 551,801 (7) 2.3% 551,801 * *
U.S. 9-10 Small Company
Portfolio.................. 289,774 (7) 1.2% 289,774 * *
DFA Group Trust - 6-10
Subtrust................... 230,423 (7) * 230,423 * *
U.S. 6-10 Small Company
Series..................... 30,502 (7) * 30,502 * *
Linda Cappello............. 27,000 (8) * 27,000 * *
Gerard K. Cappello......... 18,000 (8) * 18,000 * *
Lawrence K. Fleischman..... 15,000 (8) * 15,000 * *
Pacific
Continental 19,407 (8) * 19,407 * *
Securities, Inc............
Total................ 4,578,186 19.3% 4,578,186 * *
</TABLE>
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* Represents less than 1% of the outstanding shares of Common Stock.
(1) Percentages based on 23,702,263 shares of Common Stock outstanding as
of October 5, 1998.
(2) Includes: (i) Shares heretofore transferred by Environmental to the
Selling Stockholder upon conversion of certain of its shares of Series
D Preferred Stock; and (ii) an estimate of the number of additional
Shares that would be owned by the Selling Stockholder if it had
exercised all of its Environmental Warrants in full as of the date
hereof.
(3) Formerly Elara Ltd.
(4) Includes: (i) Shares heretofore transferred by Environmental to the
Selling Stockholder upon conversion of certain of its shares of Series
D Preferred Stock; (ii) Shares issued by the Company to the Selling
Stockholder pursuant to certain price reset terms of the Common Stock
Private Placement; and (iii) an estimate of the number of additional
Shares that would be owned by the Selling Stockholder if it had
exercised all of its Environmental Warrants in full as of the date
hereof.
(5) Represents an estimate of the number of Shares that would be owned by
the Selling Stockholder if it had exercised all of its Environmental
Warrants in full as of the date hereof.
(6) Represents Shares heretofore issued by the Company to the Selling
Stockholder upon conversion of certain of its shares of Series A
Preferred Stock.
(7) Includes: (i) Shares issued by the Company to the Selling Stockholder
prior to the effective date of the Registration Statement in connection
with the Common Stock Private Placement; and (ii) Shares issued by the
Company to the Selling Stockholder after the effective date of the
Registration Statement pursuant to certain price reset terms of the
Common Stock Private Placement.
(8) Includes an estimate of the number of Shares that would be owned by the
Selling Stockholder if it had exercised all of its Company Warrants in
full as of the date hereof.
The actual number of Shares to be received by the Selling Stockholders
upon exercise of the Environmental Warrants or Company Warrants could differ
materially from the foregoing estimated amounts depending upon factors which
cannot be predicted at this time, including, among others, the actual exercise
prices of such warrants. If required, the actual number of Shares to be received
by such Selling Stockholders will be reflected in a supplement to this
Prospectus following the exercise of such Environmental Warrants and Company
Warrants.
S-4
