<PAGE>
BLYTH HOLDINGS INC.
620,833 Shares
Common Stock
All reference herein to "Blyth" or the "Company" means Blyth Holdings
Inc., unless otherwise indicated by the context.
The 620,833 shares of Blyth common stock covered by this Prospectus (the
"Shares") are offered for the account of certain stockholders of Blyth (the
"Selling Stockholders"). The Selling Stockholders acquired the Shares in
connection with a private placement of the Company's Common Stock ("1993 Private
Placement") effected by the Company in 1993 pursuant to an exemption from the
registration requirements of the Securities Act of 1933, as amended (the "Act").
The Selling Stockholders may sell the Shares from time to time in the over-
the-counter market in regular brokerage transactions, in transactions directly
with market makers or in certain privately negotiated transactions. See "Plan
of Distribution." Each Selling Stockholder has advised the Company that no sale
or distribution other than as disclosed herein will be effected until after this
Prospectus shall have been appropriately amended or supplemented, if required,
to set forth the terms thereof. The Company will not receive any proceeds from
the sale of the Shares by the Selling Stockholders.
All expenses of registration of the Shares, estimated to be approximately
$25,000, shall be borne by the Company. Normal commission expenses and
brokerage fees and any applicable transfer taxes, are payable individually by
the Selling Stockholders.
Each of the Selling Stockholders may be deemed to be an "underwriter" as
such term is defined in the Act.
The Company's Common Stock trades in the Nasdaq National Market
("NASDAQ/NMS") under the symbol "BLYH." On September 7, 1995, the last sale
price of the Company's Common Stock on the NASDAQ/NMS was 2 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Price Underwriting Proceeds to Proceeds to
to Discounts and the Selling
Public Commissions Company Stockholders
--------- ------------- ----------- ------------
Per Share . . . . . . See Text See Text See Text See Text
Total . . . . . . . Above Above Above Above
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No person is authorized to give any information or to make any
representations other than those contained or incorporated by reference in this
Prospectus and, if given or made, such information or representations must not
be relied upon as having been authorized. This Prospectus does not constitute
an offer to sell or the solicitation of an offer to buy any securities other
than the registered securities to which it relates or an offer to sell or the
solicitation of an offer to buy securities to any person in any jurisdiction
where such offer would be unlawful. The delivery of this Prospectus at any time
does not imply that the information herein is correct as of any time subsequent
to its date.
The date of this Prospectus is September 8, 1995
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company may be inspected and
copied at the public reference facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at the Commission's
Regional Offices located at Seven World Trade Center, 13th Floor, New York, New
York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-
2511. Copies of such materials can be obtained by mail from the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Reports and other information concerning the
Company may be inspected at the offices of the National Association of
Securities Dealers, Inc. at 1735 K. Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act with respect to the offering
of the Company's Common Stock hereby. This Prospectus does not contain all of
the information set forth in the Registration Statement, certain parts of which
are omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Company and the Common Stock offered
hereby, reference is hereby made to the Registration Statement.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission are
incorporated in this Prospectus by reference:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 1995;
(2) the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1995 filed with the Commission on August 11, 1995, as amended
on Form 10-Q/A filed with the Commission on September 7, 1995;
(3) the Company's definitive proxy statement dated July 17, 1995, filed in
connection with the August 22, 1995 Annual Meeting of Stockholders of
the Company;
(4) The Company's current report on Form 8-K dated April 6, 1995 filed
with the Commission on April 7, 1995;
(5) the Company's current report on Form 8-K dated July 13, 1995 filed
with the Commission on July 14, 1995; and
(6) the description of the Company's capital stock set forth in the
Company's Registration Statement on Form 8-A filed with the Commission
on December 22, 1987.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the offering of the securities offered hereby shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing such documents.
<PAGE>
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of the Registration Statement or this Prospectus to the extent that
a statement contained herein, in a Prospectus Supplement or in any other
document subsequently filed with the Commission which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Registration Statement or
this Prospectus.
The Company will provide, without charge, to each person to whom this
Prospectus is delivered, upon the request of any such person, a copy of any or
all of the documents which have been or may be incorporated herein by reference
other than exhibits to such documents (unless such exhibits are specifically
incorporated by reference into such documents). Such requests should be
directed to the Company at 989 East Hillsdale Boulevard, Foster City, California
94404, Attention: Vice President, Finance and Administration (telephone number:
(415) 571-0222).
THE COMPANY
Blyth Holdings Inc. develops, markets and supports software products for
the development and deployment of client applications for accessing multi-user
databases in workgroup and enterprise-wide client/server computing. The
Company's OMNIS family of products is used by corporations, system integrators,
small business and consultants to deliver custom information management
applications for a wide range of uses including financial management, decision
support, executive information, sales and marketing and multi-media authoring
systems. In addition to these products, the Company provides consulting,
technical support and training to clients to help them plan, analyze, implement
and maintain applications software based on the Company's technology.
The Company was incorporated under the laws of the State of Delaware on
August 5, 1987 pursuant to a reorganization of predecessor companies originally
incorporated under the laws of England in 1983. Blyth Holdings Inc. is the
holding company for a group of companies which includes two operating companies,
Blyth Software Limited, a limited liability company organized under the laws of
England, and Blyth Software Inc., a California corporation. As used herein, the
"Company" refers to Blyth Holdings Inc. and its consolidated subsidiaries.
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<PAGE>
1993 PRIVATE PLACEMENT
In connection with its 1993 Private Placement, the Company issued 620,833
shares of Common Stock to the Selling Stockholders. Pursuant to the terms of
the Common Stock Purchase Agreement dated March 31, 1993, as amended, and the
related registration rights agreement dated March 31, 1993, the purchasers were
granted certain rights to cause the Company register the shares issued in the
1993 Private Placement. This Prospectus covers all 620,833 of those shares.
INDEMNIFICATION
The Company has agreed to indemnify the Selling Stockholders with respect
to certain liabilities in connection with the sale of Shares pursuant to this
Prospectus, including liabilities under the Act. In addition, the Selling
Stockholders have agreed to indemnify the Company, its directors and officers
against certain liabilities incurred as a result of information provided by the
Selling Stockholders for use in this Prospectus.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell the Shares, in whole or in part, from
time to time in the over-the-counter market at prices and on terms prevailing at
the time of any such sale. Any such sales may be made in brokers' transactions
through broker-dealers acting as agents, in transactions directly with market
makers or in privately negotiated transactions where no broker or other third
party (other than the purchaser) is involved. The Selling Stockholders will pay
brokerage commissions or discounts, if any, with respect to the sale of Shares
in amounts customary for the type of transaction effected.
Each Selling Stockholder has advised the Company that during such time as
such Selling Stockholder may be engaged in the attempt to sell Shares registered
hereunder, such person will: (i) not engage in any stabilization activity in
connection with any of the Company's securities; (ii) cause to be furnished to
each person to whom Shares included herein may be offered, and to each broker-
dealer, if any, through whom Shares are offered, such copies of this Prospectus,
as supplemented or amended, as may be required by such person; and (iii) not bid
for or purchase any of the Company's securities or any rights to acquire the
Company's securities, or attempt to induce any person to purchase any of the
Company's securities or rights to acquire the Company's securities other than as
permitted under the Act and the Exchange Act.
The Selling Stockholders, and any other persons who participate in the sale
of the Shares, may be deemed to be "underwriters" as defined in the Act. Any
commissions paid or any discounts or concessions allowed to any such persons,
and any profits received on resale of the Shares, may be deemed to be
underwriting discounts and commissions under the Act.
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<PAGE>
The Company has agreed to maintain the effectiveness of this Registration
Statement until the earlier of the sale of all the Shares registered pursuant to
this Prospectus or 180 days from the effective date hereof. No sales may be
made pursuant to this Prospectus after such date unless the Company amends or
supplements this Prospectus to indicate that it has agreed to extend such period
of effectiveness.
All expenses of registration of the Shares, estimated to be approximately
$25,000 shall be borne by the Company. Normal commission expenses and brokerage
fees and any applicable transfer taxes, are payable by the Selling Stockholders.
SELLING STOCKHOLDERS
The following table sets forth certain information as of January 30, 1995
with respect to the Selling Stockholders:
<TABLE>
<CAPTION>
COMMON STOCK COMMON STOCK
OWNED PRIOR TO BE OWNED
NAME OF SELLING SHAREHOLDER TO OFFERING AFTER OFFERING
----------------------------- ----------- --------------
<S> <C> <C>
General Reinsurance Corp. 250,000 0
Amerindo Technology Partners, Ltd.* 62,500 0
Los Angeles Fire * Police Pension Plan* 250,000 0
University of British Columbia Staff
Pension Plan* 58,333 0
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620,833
<FN>
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* Amerindo Investment Advisors Inc., an investment advisor registered under
the Investment Advisors Act of 1940, has shared voting and dispositive
power with respect to the shares owned by all three of the Selling
Stockholders. Amerindo Investment Advisors Inc. disclaims beneficial
ownership of all of these shares except with respect to its 1% interest as
General Partner of Amerindo Technology Partners, Ltd.
</TABLE>
No Selling Stockholder has had any material relationship with the Company
or any of its predecessors or affiliates within the last three years.
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<PAGE>
LEGAL MATTERS
Certain legal matters relating to the validity of the Common Stock offered
hereby will be passed upon for the Company by Wilson, Sonsini, Goodrich &
Rosati, Professional Corporation, Palo Alto, California.
EXPERTS
The consolidated financial statements and related financial statement
schedule of Blyth Holdings Inc. as of March 31, 1995 and 1994 and for each of
the three years in the period ended March 31, 1995 incorporated in this
Prospectus by reference from the Company's Annual Report of Form 10-K for the
year ended March 31, 1995, have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report, which is incorporated herein by
reference, and have been so incorporated in reliance upon the report of such
firm given upon their authority as experts in accounting and auditing.
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