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Rule 424(B)(3)
File No. 333-70951
FIRST SUPPLEMENT TO PROSPECTUS
BILLING CONCEPTS CORP.
2,492,759 SHARES OF COMMON STOCK
2,492,759 PURCHASE RIGHTS
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This First Supplement to Prospectus amends and supplements the
Prospectus, dated January 21, 1999 (the "Prospectus"), of Billing Concepts
Corp. (the "Company") relating to the public offering, which is not being
underwritten, from time to time by certain selling stockholders (the "Selling
Stockholders") of (i) up to 2,492,759 shares (the "Shares") of Common stock,
par value $.01 per share ("Common Stock"), of the Company and (ii) up to
2,492,759 Purchase Rights associated therewith.
CHANGE IN SELLING STOCKHOLDER INFORMATION
The table below presents the following information about the number of
shares of the Common Stock of the Company which is owned by each Selling
Stockholder: (i) the number of shares each Selling Stockholder beneficially
owns as of the date of this Prospectus Supplement, (ii) the percentage of the
Company's outstanding shares of Common Stock that each Selling Stockholder
beneficially owns prior to the offering, (iii) the number of shares that each
Selling Stockholder is offering under this Prospectus, (iv) the number of
shares that each Selling Stockholder will beneficially own after the
completion of this offering and (v) the percentage of the Company's
outstanding shares of Common Stock that each Selling Stockholder will
beneficially own after the completion of the offering.
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
BEFORE THE OFFERING AFTER THE OFFERING(1)
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NUMBER PERCENTAGE SHARES TO NUMBER PERCENTAGE
NAME OF SHARES OF CLASS(2) BE SOLD OF SHARES OF CLASS
- ---- --------- ----------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Larry A. Davis(3) 2,479,359(4) 6.7% 2,479,359 0(4) *
Joseph M. Clement 900 * 900 0 0
Dayna L. Davis 8,201(5) * 900 7,301(5) 0
Matthew R. Ehrenman 500 * 500 0 0
Melissa M. Frenyea 900 * 900 0 0
John D. Ganther, Jr. 900 * 900 0 0
Casey Jackson 900 * 900 0 0
James D. Jackson 900 * 900 0 0
Pamela Jackson 900 * 900 0 0
Spencer Jackson 900 * 900 0 0
Tricia Jackson 900 * 900 0 0
James A. Reynolds 900 * 900 0 0
Catherine M. Srodoski 900 * 900 0 0
Joseph R. Taturczuk 900 * 900 0 0
Lawrence R. Teal 900 * 900 0 0
David W. Van Pelt 900 * 900 0 0
William M. Harris 200 * 200 0 0
Dawn M. Coleman 100 * 100 0 0
</TABLE>
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* represents less than 1%
(1) Assumes all shares of Common Stock offered hereby are sold.
(2) Based on 37,185,963 shares of the Company outstanding as of April 27, 1999.
(3) Mr. Davis was elected a director of the Company on January 5, 1999, and
serves as Senior Vice President of the Company and President of Concepts
Acquisition Corp., d/b/a CommSoft, a wholly owned subsidiary of the Company.
(4) Does not include 8,201 shares of Common Stock held by Dayna Davis, Mr.
Davis' wife. Mr. Davis disclaims beneficial ownership of such shares.
(5) Does not include 2,479,359 shares of Common Stock held by Larry Davis,
Mrs. Davis' husband. Mrs. Davis disclaims beneficial ownership of such
shares.
The date of this First Supplement to Prospectus is April 28, 1999
