Filing Pursuant to Rule 424(b)(2)
Registration Statement No. 333-33966
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED APRIL 12, 2000)
COMMON STOCK
APA OPTICS, INC.
You should read this prospectus supplement and the accompanying
prospectus carefully before you invest. Both documents contain information you
should consider when making your investment decision.
See "Risk Factors" beginning on page 5 of the prospectus to read about
factors you should consider before buying shares of the common stock.
PLAN OF DISTRIBUTION
Pursuant to this prospectus supplement, we are offering an aggregate of
505,291 shares of our common stock to Elliot Associates, LP. and Bay Harbour
Investments, Inc., institutional investors, through Ladenburg Thalmann & Co.,
Inc. The common stock will be purchased at a negotiated aggregate purchase price
of $7,000,000. We will pay Ladenburg a commission of $210,000 on this sale. We
have agreed to indemnify Ladenburg against liabilities, including liabilities
under the Securities Act of 1933.
USE OF PROCEEDS
The net proceeds to us from this sale will be approximately $6,790,000.
We plan to use the net proceeds for general corporate purposes, including:
* Expansion of production facilities
* Sales and marketing of our DWDM-based product line
* Working capital
MARKET FOR OUR COMMON STOCK
On July 6, 2000, the last reported sales price of our common shares on
the Nasdaq SmallCap Market was $14.6875 per share. Our common stock is listed on
the Nasdaq SmallCap Market under the symbol "APAT."
As of July 7, 2000 and before the issuance of shares pursuant to this
prospectus supplement, we have 10,288,928 shares of common stock outstanding.
GENERAL
You should rely only on the information provided or incorporated by
reference in this prospectus supplement and the prospectus. We have not
authorized anyone else to provide you with different information. You should not
assume that the information in this prospectus supplement is accurate as of any
date other than the date on the front of these documents.
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The Securities and Exchange Commission and state securities regulators
have not approved or disapproved these securities, or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
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The date of this prospectus supplement is July 10, 2000
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