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Filed pursuant to Rule 424(b)(3) and (c)
File Number 333-35682
Prospectus Supplement Dated August 2, 2000
to
Prospectus Dated May 22, 2000
613,995 SHARES
COMMON STOCK
NEW ERA OF NETWORKS, INC
This prospectus supplement (the "Prospectus Supplement") supplements the
prospectus dated May 22, 2000 of New Era of Networks, Inc., or NEON, relating to
the offering of 613,995 shares of Common Stock of NEON (the "Shares") that are
held by some of our current stockholders. NEON will receive no part of the
proceeds of the sales. NEON originally issued all of the Shares in connection
with the acquisitions of PaperFree Systems, Inc., located in Vienna, Virginia
("PaperFree") and SECCO Software-Engineering, Computing and Consulting GmbH,
located in Frankfurt, Germany ("SECCO"). The "Selling Stockholders" section of
the Prospectus is hereby supplemented to identify the holders of shares
distributed in connection with the "make whole" provisions described in footnote
1 to the Selling Stockholder table of the May 22, 2000 Prospectus. The
Prospectus Supplement should be read in conjunction with the Prospectus, and
this Prospectus Supplement is qualified by reference to the Prospectus except to
the extent that the information herein contained supersedes the information
contained in the Prospectus. Capitalized terms used in this Prospectus Summary
and not otherwise defined herein have the meanings specified in the Prospectus.
SELLING STOCKHOLDERS
The following amended table sets forth the number of shares owned by each of the
Selling Stockholders who were formerly stockholders of the PaperFree or SECCO,
and who received additional shares of NEON Common Stock in connection with
NEON's acquisition of PaperFree and SECCO, respectively, as set forth in
footnote 1 to the Prospectus. The table below sets forth, as of the date of this
Prospectus Supplement, the name of such Selling Stockholders, the number of
shares beneficially owned by them, and the number of shares which may be sold by
them pursuant to the Prospectus as of the date of this Prospectus Supplement.
None of such Selling Stockholders has had a material relationship with NEON
within the past three years other than as described below or as a result of the
ownership of the shares or other securities of NEON. None of such Selling
Stockholders holds a number of shares that exceeds 1% of NEON's outstanding
capitalization. No estimate can be given as to the amount of shares that will be
held by such Selling Stockholders after completion of this offering because such
Selling Stockholders may offer all or some of the shares and because there
currently are no agreements, arrangements or understandings with respect to the
sale of any of the shares. The shares offered by this Prospectus may be offered
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from time to time by the Selling Stockholder named below. The Company may amend
or supplement the Prospectus and this Prospectus Supplement from time to time to
update the disclosure set forth therein and herein.
<TABLE>
<CAPTION>
Number of Shares which may
Number of Shares Beneficially be sold pursuant to the
Name of Selling Stockholder Owned (1) Prospectus (2)
<S> <C> <C>
Ira A. Apatoff 214,099 193,125
Albert F. Cameron 1,320 1,190
Michele J. Darnell 42,290 38,147
Don M. Honeycutt 396 357
Guy M. Jillings 1,320 1,190
Zari Karimi 328 296
Daniel Kazzaz 279,795 252,384
Eric Leibowitz 396 357
Nikoleta Lelis 659 594
Patrick J. Lynch 328 296
Robert A. McNeece 4,360 3,932
James M. Miller 328 296
Eric G. Nilson 31,717 28,609
Boris J. Shur 163 147
David Sien 396 357
John C. Tantaro 328 296
Christine A. Whalen 1,320 1,190
Maik Thurm 59,955 54,739
Goetz Nourney 39,970 36,493
</TABLE>
(1) Does not include certain additional shares of common stock that the Company
may distribute to the Selling Stockholders pursuant to certain "make whole"
provisions contained in the acquisition agreements pursuant to which the Selling
Stockholders received their shares. A number of shares which are, in the
Company's best estimation, equivalent to these shares have been included in this
registration statement, but they are not included in either column of the table.
We intend to file a prospectus supplement to reflect any change in the number of
shares offered by the individual Selling Stockholders as a result of these
provisions.
(2) Does not include an aggregate of 65,473 shares of common stock beneficially
owned by the Selling Stockholders that have been deposited in escrow to secure
the indemnification obligations of the Selling Stockholders. A number of shares
equivalent to these escrow shares have been included in this registration
statement, but they are not included in this column of the table. We intend to
file a prospectus supplement to reflect any change in the number of shares
offered by the individual selling stockholders as a result of the expiration of
the escrow.
