<PAGE> 1
Filed pursuant to Rule 424(b)(3)
Registration Statements Nos.
#33-71582, #33-71584, #33-42731
SUPPLEMENT TO PROSPECTUS DATED NOVEMBER 22, 1994
INTERSYSTEMS, INC.
5,531,406 Shares of Common Stock
---------------------------
The shares of common stock, $.01 par value per share ("Common Stock")
of InterSystems, Inc., formerly Bamberger Polymers, Inc. ("InterSystems" or the
"Company"), to which this Prospectus Supplement relates are:
1,127,352 shares of Common Stock issuable upon exercise of the
Company's publicly traded common stock purchase warrants
("Dividend Warrants"), 984,102 of which are currently
outstanding; and
275,000 shares of Common Stock issuable upon exercise of the
Company's common stock purchase warrants expiring on
April 30, 1996 ("Common Stock Warrants").
The Dividend Warrants
On July 11, 1995, the Board of Directors of the Company resolved to
extend the expiration date of the Dividend Warrants from December 31, 1996
until December 31, 1999. All other terms of the Dividend Warrants remain the
same.
The Common Stock Warrants
In April 1995, the Company offered to the holders of the Common Stock
Warrants the opportunity to exercise their Common Stock Warrants at a reduced
exercise price of $.60 per share (from $1.00 per share) and to receive a new
warrant ("New Warrants") for every Common Stock Warrant so exercised. The New
Warrants are exercisable at $1.50 per share and expire June 30, 2000, provided
that the New Warrants will not be exercisable for a period of six months after
issuance and their exercisability will be subject to listing of the underlying
shares of Common Stock on the American Stock Exchange. The New Warrants are
redeemable by the Company at a price of $.05 per warrant, upon not less than 30
days' prior notice, if the closing sales price of the Common Stock (as reported
by the American Stock Exchange) has been at least 200% of the then effective
exercise price on each of 20 consecutive trading days at a time when the shares
issuable upon exericse of the New Warrants are registered under the Securities
Act of 1933, as amended (the "Act").
1
<PAGE> 2
USE OF PROCEEDS
All of the holders of the Common Stock Warrants have accepted the
Company's offer and exercised their Common Stock Warrants at $.60 per share,
resulting in the receipt by the Company of $165,000, instead of $275,000 as
originally stated in the Prospectus due to the reduction in the exercise price
of the Common Stock Warrants.
SELLING STOCKHOLDERS
The following table provides information with respect to the name and
address of each holder of the Common Stock Warrants (the "Selling
Stockholders") (Column 1), the number and percentage of shares of Common Stock
held by each Selling Stockholder prior to the offering, including the shares
issuable upon exercise of the Common Stock Warrants (Column 2), the number of
shares of Common Stock issuable to each Selling Stockholder upon exercise of
Common Stock Warrants, which shares are offered hereby (Column 3) and the
number and percentage of shares of Common Stock which will be held by each
Selling Stockholder after the offering (Column 4). Because the Selling
Stockholders may sell all or a portion of their Common Stock issued upon
exercise of the Common Stock Warrants, and the fact that this offering is not
being underwritten on a firm commitment basis, the amount of securities that
may be owned after the offering assumes that the Selling Stockholders will
offer and sell all of the Common Stock issued upon exercise of the Common Stock
Warrants and not acquire any other securities issued by the Company.
<TABLE>
<CAPTION>
Shares/% Shares
Name Beneficially Offered Shares/%
and Owned Prior pursuant Owned After
Address to Offering(1) hereto Offering
- ------- -------------- ------- --------------
<S> <C> <C> <C>
Fred Zeidman(2)* 530,000/12.0% 15,000 515,000/11.1%
Herbert
Pearlman(3)** 438,709/10.0% 45,000 393,709/8.4%
David Lawi(4)** 353,477/8.0% 30,000 323,477/7.0%
Marcus Finkle(5) 186,019/4.4% 65,000 121,019/2.8%
117 Aspen Airport
Business Center,
Aspen, CO 81611
Leonard Friedman 115,400/2.8% 57,700 57,700/1.3%
3998 Inverness
Houston, TX 77019
Jay Green(6)** 60,000/1.5% 30,000 30,000/+
Joseph Kaplan 12,000/+ 6,000 6,000/+
3355 West Alabama
Houston, TX 77098
</TABLE>
2
<PAGE> 3
<TABLE>
<S> <C> <C> <C>
John Stieglitz(7) 11,858/+ 5,000 6,858/+
222 Purchase St.
Rye, NY 10580
Julia Pearlman** 10,000/+ 5,000 5,000/+
Lee Pearlman** 10,000/+ 5,000 5,000/+
Lawrence Marolda** 10,000/+ 5,000 5,000/+
Mary Dailey(8)*** 1,200/+ 600 600/+
Kurt Hentschke(9)*** 1,200/+ 600 600/+
Chris Mathers(10)* 3,000/+ 1,500 1,500/+
Karen Roe(11)* 600/+ 300 300/+
Kenneth
Schrader(12)*** 31,000/+ 3,000 28,000/+
Francis White(13)* 600/+ 300 300/+
-------
Total 275,000
</TABLE>
- ------------
+ less than 1%
* c/o InterSystems, Inc., 8790 Wallisville Road, Houston, TX 77029
** c/o Helm Resources, Inc., 537 Steamboat Road, Greenwich, CT 06830
*** c/o InterSystems, Inc., 13330 "I" Street, Omaha, NE 68137
(1) Except as otherwise indicated, each named holder has, to the best of the
Company's knowledge, sole voting and investment power with respect to the
shares indicated. Also includes shares that may be acquired within 60 days by
any of the named persons upon exercise of any right.
(2) Mr. Zeidman is the President, Chief Executive Officer and a Director of the
Company. His holdings include shares that are issuable upon exercise of stock
options (300,000), as well as 200,000 shares issuable to Mr. Zeidman pending
stock exchange listing as to which payment has been received.
(3) Mr. Pearlman is the Chairman of the Board of Directors of the Company. His
holdings include shares that are issuable upon exercise of stock options
(62,500), Dividend Warrants (77,551), conversion of Series A 10% Convertible
Subordinated Debentures due June 30, 2001 at $1.35 per share (the "Series A 10%
Debentures") (148,148), and conversion of 8% Convertible Debentures due January
31, 2004 at $1.48 per share (the "8% Debentures") (12,905). Does not include
shares held by Mr. Pearlman's wife and children as to which he disclaims
beneficial ownership.
(4) Mr. Lawi is Secretary and a Director of the Company, as well as Chairman of
the Company's Executive Committee. His holdings include shares that are
issuable upon exercise of stock options (39,062), Dividend Warrants (73,875),
Series A 10% Debentures (148,148) and 8% Debentures (16,892). Does not include
shares held by Mr. Lawi's wife and children as to which he disclaims beneficial
ownership.
3
<PAGE> 4
(5) Mr. Finkle's holdings include shares that are issuable upon exercise of
Dividend Warrants (37,500) and conversion of Series A 10% Debentures (16,892),
but do not include shares held by his wife as to which he disclaims beneficial
ownership.
(6) Mr. Green provides public relations services to the Company.
(7) Mr. Stieglitz is a Director of the Company. His holdings include shares
that are issuable upon conversion of 8% Debentures (1,858).
(8) Ms. Dailey is Controller of InterSystems, Inc., a Nebraska corporation and
a wholly owned subsidiary of the Company ("InterSystems-Nebraska").
(9) Mr. Hentschke is Plant Manager of InterSystems-Nebraska.
(10) Mr. Mathers is Chief Accounting Officer of the Company.
(11) Ms. Roe is employed by Interpak Terminals, inc., an affiliate of the
Company, as human resources manager.
(12) Mr. Schrader is President of InterSystems-Nebraska. His holdings include
shares issuable upon exercise of 25,000 stock options.
(13) Ms. White is executive assistant to Mr. Zeidman.
---------------
The date of this Prospectus Supplement is August 31, 1995
4
