ADATOM COM INC
424B3, 2000-10-03
CATALOG & MAIL-ORDER HOUSES
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PROSPECTUS SUPPLEMENT                       FILED UNDER RULES 424(B)(3) AND (C)
DATED SEPTEMBER 30, 2000                    REGISTRATION NO. 333-40714 AND
(TO PROSPECTUS DATED AUGUST 18, 2000)       REGISTRATION NO. 333-44294


                              PROSPECTUS SUPPLEMENT

                                1,874,160 SHARES
                                ADATOM.COM, INC.
                                  COMMON STOCK
                               -------------------


         This prospectus supplement  supplements the prospectus dated August 18,
2000 relating to the resale by certain  securityholders  of Adatom.com,  Inc. of
common stock of the Company  issuable upon  conversion of outstanding  shares of
the Company's Series A Convertible  Preferred Stock ("Preferred Stock") and upon
exercise  of  outstanding  warrants  held by the  securityholders  listed in the
prospectus.  The shares  reflected above consist of an estimate of the number of
shares  which the  Company  may be  required  to issue  upon  conversion  of all
unconverted Preferred Stock and upon exercise of all unexercised warrants.

         The section of the prospectus  entitled  "SELLING  SECURITYHOLDERS"  is
hereby amended by substituting the following table and related footnotes for the
similar information in the prospectus:

                                 ---------------


         The  following  table sets forth  information  as of September 30, 2000
with respect to the selling  securityholders and the respective number of shares
of common stock beneficially owned by each selling securityholder.  For purposes
of computing the number and percentage of shares beneficially owned by a selling
securityholder on September 30, 2000, any shares which such person has the right
to acquire  within 60 days after  such date are  deemed to be  outstanding,  but
those shares are not deemed to be  outstanding  for the purpose of computing the
percentage ownership of any other selling securityholder:

<TABLE>
<CAPTION>


                                                                           Shares Owned
                                     Shares Being      Percent Owned       Upon Completion   Percent Owned
Name and Address                     Offered           Before Offering     Of Offering       After Offering
<S>                                           <C>           <C>                 <C>               <C>
Alborz Select Opportunities Fund(1)           357,500        2.0%                0                0%
Yasser Moustafa(2)                             87,500         .5%                0                0%
Robert DelGuercio(3)                           12,500        .07%                0                0%
Pietro Gattini(4)                              12,500        .07%                0                0%
Richard Seifert(5)                            600,000        3.3%                0                0%
Dr. Victor W. Nee(6)                          500,000        2.8%                0                0%
Astor Capital, Inc.(7)                         27,500        .15%                0                0%
------------------------
<FN>
(1)      Consists of (a) 195,000  common  shares  issued upon  conversion of 195
         shares of Preferred Stock based on the aggregate  stated value of these
         shares of $195,000 divided by an assumed conversion price of $1.00; (b)
         warrants to purchase  81,250  shares of our common stock at an exercise
         price of $2.295 per share, which are immediately exercisable and expire
         on June 22,  2005;  and (c) warrants to purchase  81,250  shares of our
         common stock at an exercise  price of $2.119 per share,  which warrants
         are  immediately  exercisable  and  expire  on June  22,  2005.  Shares
         reported  do  not  include  500  shares  of  the  Company's   Series  B
         Convertible Preferred Stock, or warrants exercisable for 227,270 shares
         of common stock,  which were acquired by the selling  securityholder on
         September 27, 2000.

(2)      Consists of (a) warrants to purchase  43,750 shares of our common stock
         at an  exercise  price of  $2.295  per  share,  which  are  immediately
         exercisable  and expire on June 22, 2005;  and (b) warrants to purchase
         43,750  shares of our common  stock at an exercise  price of $2.119 per
         share,  which warrants are  immediately  exercisable and expire on June
         22, 2005.  Shares  reported do not include 250 shares of the  Company's
         Series B  Convertible  Preferred  Stock,  or warrants  exercisable  for
         113,36  shares of common  stock,  which were  acquired  by the  selling
         securityholder on September 27, 2000.

<PAGE>


(3)      Consists of (a)  warrants to purchase  6,250 shares of our common stock
         at an  exercise  price of  $2.295  per  share,  which  are  immediately
         exercisable  and expire on June 22, 2005;  and (b) warrants to purchase
         6,250  shares of our common  stock at an  exercise  price of $2.119 per
         share,  which warrants are  immediately  exercisable and expire on June
         22, 2005.

(4)      Consists of (a)  warrants to purchase  6,250 shares of our common stock
         at an  exercise  price of  $2.295  per  share,  which  are  immediately
         exercisable  and expire on June 22, 2005;  and (b) warrants to purchase
         6,250  shares of our common  stock at an  exercise  price of $2.119 per
         share,  which warrants are  immediately  exercisable and expire on June
         22,  2005.  Shares  reported do not include 50 shares of the  Company's
         Series B  Convertible  Preferred  Stock,  or warrants  exercisable  for
         22,728  shares of common  stock,  which were  acquired  by the  selling
         securityholder on September 27, 2000.

(5)      Consists of a warrant to purchase 600,000 shares of our common stock at
         an exercise price of $2.25 per share.  The warrant expires on  April 4,
         2003.

(6)      Consists of a warrant to purchase 500,000 shares of our common stock at
         an exercise price of $4.375 per share. The warrant expires on March 31,
         2004.

(7)      Consists of warrants to purchase  27,500  shares of our common stock at
         an  exercise  price  of  $2.119  per  share,   which  are   immediately
         exercisable  and expire on June 22,  2005 which were  issued in partial
         payment  of the  placement  agent's  fee for the sale of the  Preferred
         Stock.  Shares reported do not include a warrant exercisable for 54,545
         shares  of  common   stock,   which  were   acquired   by  the  selling
         securityholder  on  September  27,  2000 which  were  issued in partial
         payment  of the  placement  agent's  fee for the sale of the  Company's
         Series B Convertible Preferred Stock.
</FN>
</TABLE>

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