INNOVACOM INC
424B3, 2001-01-19
COMPUTER INTEGRATED SYSTEMS DESIGN
Previous: RALCORP HOLDINGS INC /MO, DEF 14A, 2001-01-19
Next: MPEG SUPER SITE INC, 10KSB/A, 2001-01-19





                                            Filed Pursuant to Rule 424(b)(3)
                                            Registration Statement No. 333-42766



                                 INNOVACOM INC.


                           Prospectus Supplement No. 7
                      (To Prospectus Dated August 30, 2000)

     This  supplement  number 7 supercedes  and replaces  supplements  numbers 1
through 6. You should read this prospectus  supplement  number 7 and the related
prospectus dated August 30, 2000,  carefully before you invest.  These documents
contain information you should consider when making your investment decision.

     On  December  21,  2000,  we  requested  our  fourth  draw down to  Jashell
Investments Limited in connection with the common stock purchase agreement dated
June 19,  2000,  as amended on July 26,  2000,  evidencing  an equity  draw down
facility  between us and  Jashell  Investments  Limited.  The draw down began on
December 21, 2000,  ended on January 10, 2001,  and settled on January 12, 2001.
During this period,  Jashell  Investments Limited purchased a total of 4,482,909
shares of our common  stock at an average  purchase  price of $0.0692  per share
which  represents 79% of the Volume  Weighted  Average Daily Price of our common
stock as quoted on the OTC  Bulletin  Board  during  that  period of $0.0876 per
share.  These purchases resulted in aggregate proceeds of $250,000 being paid to
us by Jashell  Investments  Limited.  In addition,  we paid Jashell  Investments
Limited an additional  $33,333,  as part of the draw down pursuant to the common
stock purchase  agreement.  In connection  with our December 21, 2000, draw down
notice, we indicated no threshold price.

     Prior to our fourth draw down,  we had three prior draw downs with  Jashell
Investments Limited which can be summarized as follows:

<TABLE>
<CAPTION>

        Draw Down              Gross Proceeds           Shares Issued        Average Purchase Price
        ---------              --------------           -------------        ----------------------
<S>                           <C>                    <C>                        <C>
           1A                         $375,000               1,185,471                  $0.3163
           1B                         $188,418                 760,000                  $0.2479
           2A                         $109,091                 498,227                  $0.2190
           2B                         $200,000               1,225,698                  $0.1632
           3A                         $251,461               2,330,710                  $0.1079
           3B                         $300,000               3,783,394                  $0.0793

</TABLE>

<PAGE>2

     Each draw down was divided into two tranches.  Pursuant to the common stock
purchase  agreement,  for the  first  six draw  downs,  we will pay or have paid
Jashell  Investments  Limited a fee of $33,333  from the  proceeds  of the first
tranche of each draw  down.  Further  during the first draw down,  and the first
tranche of the second drawn,  we indicated a threshold price of $0.25 per share.
Since the  second  tranche  of the  second  drawn  down,  we have  indicated  no
threshold price.

     The shares  issued in  connection  with the three prior draw downs  include
shares that were acquired upon the exercise of warrants.  Under the terms of the
common stock purchase agreement with Jashell Investments  Limited, in connection
with each drawn down,  Jashaell  Investments  Limited has the right to request a
warrant to  purchase  up to  one-half  of the  number of shares of common  stock
issued in such draw down at an  exercise  price  equal to the  average  purchase
price of the common  stock  issued in the draw down.  The term of the warrant is
for a 22 business day period. As of the date of this supplement, all outstanding
warrants  issued  in  connection  with the prior  draw  downs  have been  either
exercised in whole or in part or expired.  No warrants were issued in connection
with the fourth draw down.

     The attached prospectus relates to the resale of shares acquired by Jashell
Investments Limited pursuant to the stock purchase agreement and pursuant to the
exercise  of  warrants  held by Jashell  Investments  Limited.  Because  Jashell
Investments  Limited may sell some or all of these shares, and because there are
currently no agreements, arrangements or understandings with respect to the sale
of any of these shares, we cannot estimate the actual amount of shares that they
will hold, if any, after the completion of the offering.

     The  proceeds  from  the  sale  of  common  stock  issued  to  the  Jashell
Investments Limited will be used for working capital.  Although we have received
cash from the sale of our products and from the  settlement of  litigation,  our
operations  have  been  primarily  financed  from the sale of our  common  stock
pursuant to the common stock purchase agreement. As disclosed in the prospectus,
the sale of the  common  stock  has had a  substantial  dilutive  effect  on our
existing  shareholders.  Until we achieve  sufficient  sales of our  products to
finance our operations,  which we do not anticipate in the near future,  we will
need  additional  financing for our  operations.  In the past, we have relied on
borrowings,  and more  recently  the sale of our common  stock  pursuant  to the
common stock purchase agreement, to finance our operations. We are continuing to
review all strategic alternatives available to us.

     In September 2000, Mr. Robert  Sibthorpe and, in a letter dated December 8,
2000,  Mr.  John  Champlin,  resigned  from the  board.  Our board of  directors
currently consists of Messrs.  Alioto,  Casey, Low and Koz. At this time, we are
focusing our efforts on business and do not intend to seek replacement directors
in the near future.


           The date of this prospectus supplement is January 12, 2001.



© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission