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File No. 333-46815
Filed pursuant to Rules 424(b)(3) and 424(c)
SUPPLEMENT TO PROSPECTUS DATED MAY 7, 1998
AMNEX, INC.
The section of the Prospectus dated May 7, 1998, entitled "SELLING
SECURITYHOLDERS" is hereby amended by inclusion of the the following paragraph
and table after the second paragraph in such section:
The following table sets forth certain information known to the Company with
respect to the beneficial ownership of each Selling Securityholder as of
March 31, 1998 (except where otherwise indicated), as to (i) the number of
Common Shares beneficially held by the Selling Securityholder, (ii) the number
of Shares that may be offered pursuant to this Prospectus, (iii) the number of
Common Shares and percentage of outstanding Common Shares that will be held by
each Selling Securityholder after sale of the Shares, assuming all of the Shares
are sold by each Selling Securityholder, and assuming conversion of each of the
Company's Series M Preferred Stock into Common Shares and exercise of all
Warrants. Because each of the Selling Securityholders may offer all or some part
of the Shares which he or she holds from time to time pursuant to the offering
contemplated by this Prospectus, and because this offering is not being
underwritten on a firm commitment basis, no assurances can be given as to the
number of shares that will be held by each of the Selling Securityholders upon
termination of this offering.
<TABLE>
<CAPTION>
Shares Beneficially
Owned After the Offering
------------------------
Shares Beneficially
Owned Prior to Number of Shares
Selling Securityholder the Offering Offered Herby Number Percent
---------------------- ------------ ------------- ------ -------
<S> <C> <C> <C> <C>
Pangaea Fund Ltd. .............. 785,205(1) 785,205 -- --
Granite Associates, L.P. ....... 1,363,637 1,363,637 -- --
Victory Ventures LLC ........... 1,163,794 1,163,794 -- --
Brae Group, Inc. ............... 129,310 129,310 -- --
NFAM LLC ....................... 862,069 862,069 -- --
AMN Investments, L.L.C ......... 862,069 862,069 -- --
Fourteen Hill Capital, L.P. .... 588,904(2) 588,904 -- --
Tanner Unman Securities, Inc. .. 35,000(3) 35,000 -- --
Alan J. Rossi .................. 305,747(4) 172,413 133,334 *
Francesco Galesi ............... 9,623,446(5) 3,673,034 5,950,412 14.08%
Peter M. Izzo, Jr .............. 670,976(6) 16,000 654,976 1.55%
Cynthia Terrell ................ 108,000 108,000 108,000 --
A. Jones Yorke ................. 25,000 25,000 -- --
Harry S. Thompson .............. 25,000 25,000 -- --
James E. Everingham ............ 357,796 113,399 244,397 *
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Daryl A. Frame ................. 192,929 61,191 131,738 *
Teleplus, Inc. ................. 1,052,336 330,587 721,749 2.49%
</TABLE>
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* Less than 1%.
(1) Includes (i) 745,205 Common Shares issuable upon conversion of Series M
Preferred Stock and (ii) 40,000 Common Shares issuable pursuant to a
currently exercisable Preferred Investor Warrant. The Conversion Price
of $1.36875 assumes full conversion on June 9, 1998 and was determined
by calculating the average of the lowest five closing bid prices for
the Common Shares on the Nasdaq SmallCap Market during the thirty
consecutive trading day period ending on June 8, 1998. In addition to
the shares set forth in the table above, the amount owned by such
holder includes an indeterminate number of shares issuable upon
conversion of the Series M Preferred Stock or in respect of the Series
M Preferred Stock and the Preferred Investor Warrant, as such number
may be adjusted as a result of stock splits, stock dividends and
antidilution provisions (including floating rate conversion prices) to
the extent that such holder does not fully convert or exercise his
Series M Preferred Stock and Preferred Investor Warrant on June 9,
1998.
(2) Includes (i) 558,904 Common Shares issuable upon conversion of Series M
Preferred Stock and (ii) 30,000 Common Shares issuable pursuant to a
currently exercisable Preferred Investor Warrant. The Conversion Price
of $1.36875 assumes full conversion on June 9, 1998 and was determined
by calculating the average of the lowest five closing bid prices for
the Common Shares on the Nasdaq SmallCap Market during the thirty
consecutive trading day period ending on June 8, 1998. In addition to
the shares set forth in the table above, the amount owned by such
holder includes an indeterminate number of shares issuable upon
conversion of the Series M Preferred Stock or in respect of the Series
M Preferred Stock and the Preferred Investor Warrant, as such number
may be adjusted as a result of stock splits, stock dividends and
antidilution provisions (including floating rate conversion prices) to
the extent that such holder does not fully convert or exercise his
Series M Preferred Stock and Preferred Warrant on June 9, 1998.
(3) Represents Common Shares issuable pursuant to currently exercisable Fee
Warrants.
(4) Represents Common Shares issuable pursuant to currently exercisable
options.
(5) Includes 2,250,000 Common Shares issuable pursuant to currently
exercisable warrants. Includes 97,500 shares held by Rotterdam
Ventures, Inc., a corporation wholly-owned by Mr. Galesi. Does not
include warrant for the purchase of 500,000 Common Shares held by an
irrevocable trust created by Mr. Galesi, of which the trustee is an
employee of Rotterdam and the beneficiaries are members of Mr. Galesi's
immediate family. Mr. Galesi personally does not have voting or
dispositive power with respect to the Common Shares underlying the
warrant held by such trust and, accordingly, disclaims beneficial
ownership of such Common Shares.
(6) Includes (i) 95,000 Common Shares held pursuant to a restricted Common
Share grant which vests to the extent of one-tenth each year commencing
May 23, 1997, subject to continued employment and subject to
acceleration under certain circumstances and (ii) 523,333 Common Shares
issuable pursuant to currently exercisable options.
The date of this Supplement is June 9, 1998.
