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Filed Pursuant to Rule 424(b)(3) Registration No. 333-60051
PROSPECTUS SUPPLEMENT
(To Prospectus Dated January 13, 1999, as Amended and Supplemented)
MSI HOLDINGS, INC.
13,697,531 SHARES OF COMMON STOCK
This prospectus supplement relates to our prospectus dated January 13,
1999, as amended on June 14, 1999, as twice supplemented on November 18, 1999,
and supplemented on November 19, 1999 covering the offer and sale of:
o 9,711,814 shares of our common stock held by some of our
current stockholders;
o 190,100 shares of our common stock that are issuable upon
conversion of our Series B and Series D convertible preferred
stock;
o 2,520,000 shares of our common stock that are issuable upon
the exercise of some of our warrants;
o 698,020 shares of our common stock that are issuable upon the
exercise of some of our options; and
The remaining 575,597 shares of common stock which were registered
with the above have been removed from the Selling Shareholders table and are
not covered by this prospectus supplement. See "Selling Shareholder" and
footnote 17 thereto, beginning on page 32 of the Prospectus, as amended on June
14, 1999.
This prospectus supplement should be read in conjunction with the
prospectus dated January 13, 1999, as amended on June 14, 1999, as twice
supplemented on November 18, 1999, and as supplemented on November 19, 1999,
which is to be delivered with this prospectus supplement. All capitalized terms
used but not defined in this prospectus supplement shall have the meanings
given them in the prospectus, as amended.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAVE APPROVED OR DISAPPROVED OF THESE SECURITIES OR
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
The Date of This Prospectus Supplement Is November 24, 1999
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The information contained in the table appearing on pages 32 through 35
under the heading "Selling Shareholders" in the prospectus is superseded by the
following:
The following table sets forth the current ownership of the Common
Stock assuming conversion of the Series B Preferred, Series C Preferred, Series
D Preferred, the exercise of the Warrants and assuming the exercise of the
Placement Agent's Option, the Placement Agent's Option II, and the Placement
Agent's Option III.
<TABLE>
<CAPTION>
RELATION TO
NAME MSHI TOTAL SHARES* PERCENT(+)
------ ----------- ------------ ----------
<S> <C> <C> <C>
Beatrice Schaefer (1) 324,089 1.09%
Heinz C. Winzeler (2) 961,089 3.25%
Entrepreneurial Investors, Ltd.(3) 5,843,582 19.73%
Crumble, S.A. (4) 800,000 2.70%
Ventura Investments, Ltd. (4) 800,000 2.70%
Vesta Holdings, S.A. (4) 800,000 2.70%
Equity Services, Ltd.(5) 82,529
C. J. and Florence Adams (6) 100
Gerald and Gay Adams (6) 500
Mark and Patricia Adams (6) 250
Luana Pearce, Trustee of Luana Pearce Trust (6) 15,000
Mary Dietze (6) 5,000
Jim Pearce (6) 3,000
Beula Mae Pearce (6) 2,500
C. W. Cupp (6) 2,500
Dave Pistorius (6) 7,000
Luana Pearce (6) 10,500
John Stockton (6) 13,335
Fred Shelton (6) 1,500
Floyd Tate (6) 3
Fred Kettrick (6) 1,330
Norm Mendeke (6) 3,000
Michael Jahr (7) 100,576
Rainier Bischoff (7) 100,576
Helmut Heinzel (7) 100,576
Thomas Heinzel (7) 100,576
Heinz Schmitz (7) 85,076
Cornelius Dornier (8) 150,863
David Dornier (9) 30,173
Matthia Dornier (7) 100,576
Gabriele Dornier (8) 150,863
Peter Widenmann (10) 10,058
Stephen Pampush (10) 10,058
Silvius Dornier (11) 382,187 1.29%
Herman Ebel (12) 191,094
Penninsular Corp 50,288
Roy Barrientes (13) Employee 1,000
Trisha Truong (13) Employee 3,000
</TABLE>
PROSPECTUS SUPPLEMENT
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<TABLE>
<S> <C> <C>
Michael A. Chavez (13) Employee 8,000
Abel Herrerra (13) Employee 100
Lauro Bustamante (13) Employee 1,500
Robert Loera (13) Employee 5,000
Oziel Rios (13) Employee 500
Maria Lopez (13) Employee 1,000
Matt Evans (13) Employee 8,000
Jim Haren (13) Employee 1,500
Paul Samaripa (13) Employee 6,000
Emma Barrientos (13) Employee 1,000
Tamara Shiplet (13) Employee 2,500
Richard Ray (13) Employee 2,500
Iona Smith (13) Employee 1,000
Larry Awalt (13) Employee 1,500
Mary K. Marlatt (13) Employee 3,500
Stephen J. Hoelscher (13) Employee 19,000
Duffy Hobbs (13) Employee 800
Lisa Nieri (13) Employee 4,500
Jaime Munoz (13) Officer 4,500
Scott Cannon (13) Employee 1,000
Linda Wolf (13) Employee 500
Michele Schulte (13) Employee 100
Dick Young (13) Employee 2,000
Sandra Boesch (13) Employee 3,000
Peter Cantu (13) Employee 1,000
Jesus Martines (13) Employee 1,000
Steve Laird (13) Employee 1,000
Gigi Edwards (13) Employee 1,500
Susan Cloutier (13) Employee 1,500
Joseph Rodrigues (13) Employee 2,500
Neil Edwards (13) Employee 3,500
Todd Wagner (13) Employee 2,000
Shane Black (13) Employee 500
Ricardo Martinez (13) Employee 500
David Painter (13) Employee 1,500
Nydia Rojas (13) Employee 1,000
Chrisitina DeLeon (13) Employee 750
Marie Louissaint (14) Consultant 2,000
Blandina Cardenas (14) Director 5,000
Donna Gandy (14) Consultant 1,500
Ernesto Chavarria (14) Director 75,000
Dr. Clifton Barnhart (14) 15,000
Michael E. Austin (14) 13,000
Panther Consulting, Inc (15) 400,000 1.35%
Pinecrest Associates, Inc (16) 418,020 1.41%
Adjustments (17) 575,597
</TABLE>
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* The footnotes below describe the composition of the Total Shares at the time
of issuance. The Total
PROSPECTUS SUPPLEMENT
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Shares listed may differ from the descriptive footnotes due to sales, transfers
or other reductions in the Selling Shareholders holdings.
(+) The calculations used to drive the percentages assume exercise and
conversion of all warrants and conversion rights into the underlying shares of
Common Stock. Consequently, the percentages were based on an aggregate of
29,612,037 shares of Common Stock outstanding. The absence of an entry
indicates the shares amount to less than one percent of the Company's fully
diluted Common Stock.
(1) Consists of 200,000 shares of Common Stock issued upon conversion of 20,000
shares of Series B Preferred, 120,000 shares of Common Stock issued upon
execution of Class A Warrants granted in conjunction with the Notes, and 2,938
shares of Common Stock issued for payment of interest by the Company, all of
which were received in connection with a Senior Convertible Note, dated
September 30, 1997, and converted on December 31, 1997.
(2) Consists of 500,000 shares of Common Stock issued upon conversion of 50,000
shares of Series B Preferred, 300,000 shares of Common Stock issued upon
execution of Class A Warrants granted in conjunction with the Notes, 7,348
shares of Common Stock issued for payment of interest by the Company, all of
which were received in connection with a Senior Convertible Note, dated
September 30, 1997, and converted on December 31, 1997, and 150,000 shares of
Common Stock issued upon conversion of 15,000 shares of Series D Preferred.
(3) Entrepreneurial Investors, Ltd. ("EIL") is a widely held company with 15
shareholders and approximately $61,000,000 in assets as of June 30, 1998, the
date of its last audit. Robert E. Cordes is President and a director of EIL.
EIL's shares consist of 943,400 shares of Common Stock issued upon conversion of
94,340 shares of Series C Preferred, 3,999,950 shares of Common Stock issued
upon conversion of 399,995 shares of Series B Preferred, 5 shares of Series B
Preferred convertible into 50 shares of Common Stock, 943,350 shares of Common
Stock issued upon conversion of 94,335 shares of Series D Preferred and 5 shares
of Series D Preferred convertible into 50 shares of Common Stock.
(4) Consists of 800,000 shares of Common Stock covering Class A Warrants
originally issued to EIL. The entities listed as the selling shareholders
acquired the Class A Warrants from EIL subsequent to the quarter ended
September 30, 1999.
(5) Equity Services Ltd. ("ESL") is owned by four foreign corporations. Ms.
Lynn Turnquest is ESL's Managing Director. The shares attributed to ESL consist
of 200,000 shares of Common Stock issued upon conversion of 20,000 shares of
Series B Preferred, 47,170 shares of Common Stock issued upon conversion of
4,717 shares of Series C Preferred, and 133,170 shares of Common Stock issued
upon conversion of 13,317 shares of Series D Preferred.
(6) The shares were issued to shareholders who previously paid for these
shares, although such shares were the subject of litigation, which has now been
settled. See "Management, Discussion and Analysis of Financial Condition and
Results of Operation -- Legal Proceedings."
(7) This number consists of 10,000 shares of Series D Preferred Stock
convertible into 100,000 shares of Common Stock.
(8) This number consists of 15,000 shares of Series D Preferred Stock
convertible into 150,000 shares of Common Stock.
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(9) This number consists of 3,000 shares of Series D Preferred Stock
convertible into 30,000 shares of Common Stock.
(10) This number consists of 1,000 shares of Series D Preferred Stock
convertible into 10,000 shares of Common Stock.
(11) This number consists of 38,000 shares of Series D Preferred Stock
convertible into 380,000 shares of Common Stock.
(12) This number consists of 19,000 shares of Series D Preferred Stock
convertible into 190,000 shares of Common Stock.
(13) These shares were issued to the Company's employees as compensation.
(14) These shares were issued to the Company's consultants for services
rendered.
(15) This number consists of 400,000 shares of Common Stock issuable upon
exercise of the Placement Agent's Option. The options were purchased from ESL
by Panther Consulting, Inc. ("Panther"), effective November 23, 1998. D.A. Kent
is Panther's President.
(16) This number consists of: Class A Warrants covering 120,000 shares of
Common Stock, 47,170 shares of Common Stock issuable upon exercise of the
Placement Agent's Option II, 250,850 shares of Common Stock issuable upon
exercise of the Placement Agent's Option III., The options were purchased from
ESL by Pinecrest Associates, Inc. ("Pinecrest"), effective November 23, 1998.
Sylvia Seymour is Pinecrest's President.
(17) This number includes 575,600 shares of Common Stock previously registered
but no longer included in the Selling Shareholders table, including: (i)
543,000 shares of Common Stock that were issuable upon satisfaction of a note
receivable payable in cash or certain intellectual property rights, said Note
having since been canceled and the underlying Subscription Agreement rescinded,
See Note 10 to the financial statements; (ii) 9,600 shares of Common Stock
issued to Laura Chavez; (iii) 3,500 shares of Common Stock issued to Tammie
Delaney; (iv) 12,000 shares of Common Stock issued to Katina Kettrick; and (v)
7,500 shares of Common Stock issued to Lilia I. Mena. This number further
reflects an adjustment of three (3) shares which were included in the "Selling
Shareholder" table due to a rounding error at the time of the initial filing in
the 50,000 shares of Common Stock issuable as dividends to the Series B, C and
D Preferred Holders.
PROSPECTUS SUPPLEMENT
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