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Rule 424(a)
Registration No. 333-50721
PHYTOTECH, INC.
FIRST SUPPLEMENT TO
PRELIMINARY PROSPECTUS SUBJECT TO
COMPLETION DATED MAY 1, 1998
JUNE 25, 1998
This First Supplement dated June 25, 1998 to the Preliminary Prospectus,
subject to completion, dated May 1, 1998 (the "Preliminary Prospectus"),
relates to the proposed public offering of units by Phytotech, Inc.
Capitalized terms used in this First Supplement have the meanings given them
in the Prospectus unless separately defined herein.
Phytotech, Inc. (the "Company") is offering 1,700,000 units ("Units"),
each Unit consisting of one share of the Company's voting common stock, no
par value (the "Common Stock") and one warrant to purchase one share of
Common Stock (the "Warrants"). Each Warrant initially entitles the holder to
purchase one share of Common Stock at a price of 110% of the initial public
offering price of a Unit. It is anticipated that the initial public offering
price of a Unit will be $5.00. Due to the reduction in the number of Units
offered, the amount of net proceeds to be used for working capital and
general corporate purposes will be reduced from the amount stated in the
Preliminary Prospectus.
The Company intends to effect a 1 for 9 reverse split of the Common
Stock and Non-Voting Common Stock (the "Reverse Split") effective immediately
prior to the effectiveness of the offering. This change from the proposed 1
for 4.5 reverse split as set forth in the Preliminary Prospectus will further
reduce by approximately one-half the number of shares of Common Stock
outstanding prior to the offering.
Unless otherwise indicated, all information in the Preliminary
Prospectus assumes that the Underwriters' overallotment option is not
exercised and gives retroactive effect to: (i) the conversion of all
outstanding shares of the Company's Series A Convertible Preferred Stock and
Non-Voting Common Stock into an aggregate 823,245 shares of Common Stock
effective upon the effectiveness of the offering, (ii) the conversion of
promissory notes issued by the Company to certain of its directors in the
aggregate principal amount of $229,000, plus accrued interest, into 48,130
Units and (iii) the Reverse Split.
Assuming the effect of the events described in the preceding paragraph
and no exercise of Warrants, Representative's Warrants or outstanding options
or warrants to purchase Common Stock, there will be approximately 3,026,375
shares of Common Stock outstanding after the offering.
