NANOPIERCE TECHNOLOGIES INC, S-3, 2000-11-17

NANOPIERCE TECHNOLOGIES INC
S-3, 2000-11-17
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<PAGE>

As filed with the Securities and Exchange Commission on November 17, 2000

Registration No. 333-_____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
NANOPIERCE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

NEVADA 84-0992908
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

370 Seventeenth Street, Suite 3580
Denver, Colorado 80202
(303) 592-1010
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Paul H. Metzinger
President and Chief Executive Officer
Nanopierce Technologies, Inc.
370 Seventeenth Street, Suite 3580
Denver, Colorado 80202
(303) 592-1010
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

With copies sent to:
Robert J. Ahrenholz, Esq.
Joshua M. Kerstein, Esq.
Kutak Rock LLP
717 Seventeenth Street, Suite 2900
Denver, Colorado 80202
(303) 297-2400
Fax (303) 292-7799

Approximate date of commencement of the proposed sale to the public: From
time to time after this Registration Statement becomes effective.
_______________
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
<PAGE>

CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================
Proposed Proposed Amount of
Title of each class Amount maximum maximum registration
of securities to to be offering price aggregate offering fee/(4)/
be registered/(1)/ registered per share price/(1)/
-----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock (3) (3) (3) $43,560
-----------------------------------------------------------------------------------------------------
Preferred stock
-----------------------------------------------------------------------------------------------------
Warrants (3) (3) (3)
-----------------------------------------------------------------------------------------------------
Debt securities
-----------------------------------------------------------------------------------------------------
Total $165,000,000/(2)/ (3) $165,000,000 $43,560
===========================================================================================================
</TABLE>

____________
/(1)/ The securities covered by this registration statement may be sold or
otherwise distributed separately, together or as units with other securities
covered by this registration statement. This registration statement covers
offers, sales and other distributions of the securities listed in this table
from time to time at prices to be determined, and shares of common stock
issuable upon the exercise of common stock warrants. This registration
statement covers shares of common stock and warrants.

/(2)/ The maximum aggregate offering price of the common stock, preferred
stock, debt securities or warrants to purchase common stock or preferred
stock registered hereunder will not exceed $150,000,000 plus a total of
$15,000,000 of securities that may be issued to the placement agents or
underwriters (calculated on the basis of the exercise price of the warrants
that may be issued to the placement agents or underwriters pursuant to Rule
457(g)). Pursuant to Rule 457(o) under the Securities Act of 1933, as
amended, the registration fee is calculated on the aggregate maximum offering
price of the common stock or the preferred stock, and the table does not
specify information about the amount of shares of common stock, preferred
stock or number of warrants or debt securities to be registered or the
proposed maximum offering price per share of common stock, preferred stock or
per warrant or debt security.

/(3)/ Omitted pursuant to General Instruction II.D of Form S-3 under the
Securities Act of 1933, as amended. Includes a total of $15,000,000 of
securities that may be issued to the placement agents or underwriters
(calculated on the basis of the exercise price of the warrants that may be
issued to the placement agents or underwriters pursuant to Rule 457(g)).

/(4)/ Registration fee calculations are based on the filing fee of $264 per
$1,000,000 of securities registered.

The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment that specifically states that this
registration statement shall thereafter become effective in accordance with
section 8(a) of the Securities Act of 1933, as amended or until this
registration statement shall become effective on such date as the commission,
acting pursuant to section 8(a), may determine.
<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. WE MAY NOT SELL THESE SECURITIES UNTIL THAT
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO
SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN
ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Subject to completion, dated November 17, 2000
PROSPECTUS

NANOPIERCE TECHNOLOGIES, INC.

Common Stock, Preferred Stock, Warrants, Debt Securities

By this prospectus, we may offer, from time to time, the following
securities in an amount that, in the aggregate, will not exceed
$150,000,000:

. shares of our common stock;

. shares of our preferred stock;

. warrants exercisable to purchase shares of our common stock or
preferred stock ; and

. debt securities that may be convertible into shares of our common
stock or preferred stock.

This prospectus may not be used to sell any offered securities unless
it is accompanied by a prospectus supplement that describes the specific
terms of the offering and which may add, update or change the information
that is contained in this prospectus. You should read this prospectus and
any prospectus supplement carefully before you decide to invest.

Investing in our common stock, preferred stock, debt securities or
warrants involves a high degree of risk which you should consider before
you invest. See "RISK FACTORS" beginning on page 5.

We will set forth the terms of any offering of securities in one or
more prospectus supplements. We may use this prospectus to offer and sell
from time to time, separately or together, our securities listed above,
that will be offered and sold at prices and on terms to be determined at
the time of sale. If the offering is for debt securities, the prospectus
supplement will set forth the specific terms about the debt offering,
including but not limited to total principal amount, maturity, interest
rate, time of payment of interest, terms for redemption and the offering
price. If we offer our common stock, preferred stock or warrants to
purchase common stock or preferred stock, the prospectus supplement will
set forth the total number of shares offered, the exercise price (or the
method by which the exercise price is determined), the offering price and
the terms of the offering.

Our common stock is traded on the over-the-counter market and is
quoted on the OTC Bulletin Board under the symbol "NPCT." The common stock
also is traded on the Frankfurt Stock Exchange and on the Hamburg Stock
Exchange under the symbol under the symbol "NPI." On November 16, 2000, the
last reported sale price of the common stock on the OTC Bulletin Board was
$1.50 per share (rounded to the nearest penny). See "DESCRIPTION OF COMMON
STOCK." There is no market for the preferred stock, the debt securities or
the warrants offered by this prospectus and you should not expect one to
develop in the future.

We may sell all or a portion of the securities offered by this
prospectus directly to investors, through agents designated from time to
time or to or through underwriters or dealers, as set forth in the
applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved any of these securities
or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

The date of this prospectus is ____ __, 2000.
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
FORWARD-LOOKING STATEMENTS.......................... 2
PROSPECTUS SUMMARY.................................. 3
RISK FACTORS........................................ 5
USE OF PROCEEDS..................................... 14
THE COMPANY......................................... 14
DESCRIPTION OF COMMON STOCK......................... 14
DESCRIPTION OF PREFERRED STOCK...................... 16
DESCRIPTION OF WARRANTS............................. 17
DESCRIPTION OF DEBT SECURITIES...................... 18
PLAN OF DISTRIBUTION................................ 19
LEGAL MATTERS....................................... 21
EXPERTS............................................. 21
AVAILABLE INFORMATION............................... 21
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE..... 21
ABOUT THIS PROSPECTUS............................... 22
</TABLE>

FORWARD-LOOKING STATEMENTS

This prospectus includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities and
Exchange Act of 1934. We base these forward-looking statements on our current
expectations and projections about future events. These forward-looking
statements are subject to risks, uncertainties, and assumptions about our
company, including:

. the rate of market development and acceptance of the interconnect
technology in the industry within which we are concentrating our
business activities;

. the limited revenues and significant operating losses generated to date;

. the possibility of significant ongoing capital requirements and our
ability to secure financing as and when necessary;

. our ability to compete successfully with the other providers of
interconnect technologies;

. our ability to retain the services of our key management, and to attract
new members of the management team; and

. our ability to obtain and retain appropriate patent, copyright and
trademark protection of our intellectual properties and any of our
products.

You should only rely on the information contained in this prospectus. We
have not authorized any person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus is accurate as of the date on the
front cover of this prospectus only. Our business, financial condition, results
of operations and prospects may have changed since that date.

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PROSPECTUS SUMMARY

The following summary highlights certain information contained throughout
this prospectus. It is not complete and may not contain all of the information
that you should consider before investing in the securities offered by this
prospectus. To understand this offering fully, you should read this entire
prospectus carefully, including the risk factors.

The Company

Nanopierce Technologies, Inc. is in the business of pursuing the strategic
application and development of our patented Particle Interconnect Technology
(the "particle technology"). We have designed and are commercializing our
particle technology as the Nanopierce Connection System (the "Nanopierce
connection system").

Our particle technology is protected by 12 patents and numerous pending
patent applications and patent disclosure documents that are currently in
preparation, all of which we own. The particle technology is based on modifying
a contact surface by depositing on that surface metal-coated microscopic
particles. Generally, the patents and patent applications relate to hard
particles coated with a conductive material such as copper or nickel which are
deposited onto a foundation such as a printed circuit board, a thin plate onto
which electronic components are placed, a socket, connector or conductor to make
electrical connections with what we believe is superior conductivity.

We plan to market the Nanopierce connection system and applications that
use that system, by generating revenues through joint ventures or strategic
relationships with established manufacturers, or by licensing our particle
technology to established manufacturers. Eventually, if warranted, we may
undertake direct marketing of products utilizing our particle technology. The
development of applications utilizing our particle technology presents what we
believe is a long-range opportunity for us to maximize the commercialization of
our technology.

The Offering

We may offer, from time to time, up to $150,000,000 of the following
securities in any combination:

. shares of our common stock;

. shares of our preferred stock;

. warrants exercisable to purchase shares of our common stock or
preferred stock; and

. debt securities that may be convertible into shares of our common
stock or preferred stock.

Use of Proceeds

Each time that we sell our securities, we will provide a prospectus
supplement that will contain the information about how we intend to use the net
proceeds from each offering. See "USE OF PROCEEDS."

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Description of Securities

Common Stock and Preferred Stock. Our authorized capital consists of
100,000,000 shares of common stock, $.0001 par value per share, and 5,000,000
shares of our preferred stock, $.0001 par value per share. As of November 1,
2000, we had 50,408,423 shares of common stock and no shares of preferred stock
issued and outstanding. See "DESCRIPTION OF COMMON STOCK" and "DESCRIPTION OF
PREFERRED STOCK."

Warrants. We may issue warrants to purchase our common stock or preferred
stock, either independently or together with shares of our common stock,
preferred stock or our debt securities. We will issue the warrants under warrant
agreements. Currently there exists no public market for our warrants and no
assurances can be given that a public market will develop in the future. See
"RISK FACTORS--No market exists for our preferred stock, warrants or debt
securities" and "DESCRIPTION OF WARRANTS."

Debt Securities. We may issue notes, debentures, bonds or other evidences
of indebtedness, that may be convertible into shares of our common stock or
preferred stock, either independently or together with shares of our common
stock, preferred stock or warrants. We will issue the debt securities under a
securities purchase agreement, a note, a debenture, a bond or other instrument,
in each case to be specified in the applicable prospectus supplement. See "RISK
FACTORS--No market exists for our preferred stock, warrants or debt securities"
and "DESCRIPTION OF DEBT SECURITIES."

Risk Factors

Your investment in the preferred stock, the warrants, the common stock and
the debt securities offered by this prospectus and any prospectus supplement
involves a high degree of risk. See "RISK FACTORS" on page 5.

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RISK FACTORS

When deciding whether or not to purchase the securities offered in this
prospectus, you should carefully consider the risks and uncertainties described
below and the other information in this prospectus. If any of the following
risks or uncertainties actually occurs, our business, financial condition and
operating results would likely suffer. In that event, you could lose all or part
of the money you paid to buy our securities.

We have a limited operating history

Our operating history that is relevant to our current business plan is
limited, and we have limited experience or business history marketing the
particle technology and no experience licensing any products that use the
particle technology. We cannot assure you that products using the particle
technology will ever be brought to the market, even if we hire experienced
personnel and go through the product testing process.

Our revenues depend on bringing the particle technology to the marketplace

We do not anticipate generating revenues until products utilizing the
particle technology are developed, marketed, manufactured and brought to the
marketplace. We anticipate that developing our particle technology and products
will be expensive and we cannot predict the time over which this development
will take. The costs that we expect to incur include application engineering
expenses, marketing costs and other general and administrative expenses. Even if
we successfully develop the particle technology, we may be unable to compete
successfully in the marketplace, or the development of the technology may not
generate enough revenue to offset our operating costs.

We have a history of losses because our operating expenses exceed our revenues

We recently have incurred increased operating expenses without a
corresponding increase in revenues. We reported a net loss of $1,137,334,
$3,139,439 and $3,743,305 for the fiscal years ended June 30, 1998, 1999 and
2000, respectively. Of the net loss in 2000, approximately $291,037 was
attributable to non-cash transactions involving the issuance of stock for
services or in lieu of interest payments. As of September 30, 2000, our total
indebtedness was $2,321,972.

We may not be able to continue as a going concern

Our independent auditors' report on our financial statements as of June 30,
2000 includes an explanatory paragraph expressing substantial doubt about our
ability to continue as a going concern. If we are unable to secure significant
additional financing, we may be obligated to seek protection under the
bankruptcy laws and our shareholders may lose their investment.

We only have informal joint ventures or partnerships in place and cannot
guarantee that any formal or additional agreements will be entered into in the
future

We believe that our long-term profitability and growth depends on entering
into licensing or joint venture relationships with various manufacturers to
develop and market products using the particle technology. We have recently had
discussions with several interested parties but have not entered into any formal
agreements to date. We cannot assure you that any additional informal
agreements will ever be entered into, or that any formal agreements that we
enter into in the future will be profitable. Our

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business could be negatively impacted if we fail to enter into formal agreements
or more informal arrangements.

Our inability to establish a market presence with our particle technology could
cause consumers to use alternative technologies

We believe that it is important to establish a market presence for our
particle technology within the next two years. Any delay in establishing the
particle technology could cause prospective customers to use alternative
technologies. To achieve a market presence, we have begun negotiating to enter
into joint ventures, licensing or other similar arrangements with one or more
manufacturers. However, we cannot assure you that these attempts will be
successful. Any loss of our potential customers to alternative technologies
could adversely affect our business and financial condition.

We may be unable to meet our ongoing needs for additional capital

We cannot accurately predict how much money we will need to implement our
strategic business plan or to continue operations. Our future capital
requirements, the likelihood that we can obtain money and the terms of any
financing will be influenced by many different factors, including:

. our revenues;

. the status of competing products in the marketplace;

. our performance in the marketplace;

. our overall financial condition;

. our business prospects;

. the perception of our growth potential by the public, including
potential lenders;

. our ability to enter into joint venture or licensing relationships to
achieve a market presence; and

. our progress in developing, marketing and selling the particle
technology.

While we are confident, based on recent discussions, that we will be able
to obtain adequate financing in a timely fashion, if we cannot obtain adequate
financing or if the terms on which we are able to acquire financing are
unfavorable, our business and financial condition could be negatively affected.
We may have to delay, scale back or eliminate some or all of our development and
manufacturing programs, if any. We may also have to go to third parties to seek
financing, and in exchange, we may have to give up rights to some of our
technologies, patents, potential products or other assets.

We cannot guarantee the quality, performance or reliability of our products

We have no prior experience in taking technology to the manufacturing or
production stage. We plan to have licensees or co-joint venturers manufacture
products using the particle technology. We expect that the customers of these
products will demand quality, performance and reliability. We cannot assure you
that our future licensees or co-joint venturers will be able to meet the quality
control standards that may be established by equipment manufacturers and other
customers of products utilizing the particle technology.

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There may be insufficient demand for our particle technology

We must convince our potential customers that the particle technology is
technologically sound and can be manufactured efficiently and cost-effectively
before connector manufacturers and electronic equipment manufacturers will be
willing to use our technology. To create this consumer demand, we have to
successfully market and sell our new technology. Even after these efforts, our
particle technology may not be viewed by consumers as an improvement over
existing technologies and may not achieve commercial acceptance.

We may be unable to hire and retain key personnel

Our future success depends in part on the continued contributions of our
key technical and senior management personnel. Our success also depends on our
ability to attract and retain additional qualified technical personnel with
experience in manufacturing and personnel with experience in marketing. We may
be unable to attract or retain these necessary personnel. If we fail to attract
or retain skilled employees, or if a key employee fails to perform in his or her
current position, we may be adversely affected.

We may be unable to successfully compete in the marketplace

The interconnect market is highly competitive. We will compete with
suppliers of other interconnect technologies such as Thomas and Betts, Alpha
Metals and major electronic technology manufacturing leaders such as Philips,
Siemens and IBM. We are disadvantaged competing against these competitors in
several different areas, including:

. financial resources;

. technological resources;

. manufacturing capabilities;

. diversity of revenue sources and business opportunities;

. personnel and human resources; and

. research and development capabilities.

Our larger competitors have long-term advantages over us in research and
new product development and have a greater ability to withstand periodic
downturns in the interconnect market because they have diverse product lines
that can provide revenue even when there is a downturn in the interconnect
market.

We are also in competition with new technologies and products that have not
yet been developed. Our ability to compete successfully depends in part on our
capability to upgrade our products and quality control procedures and to adapt
to technological changes and advances in the electronics industry. To compete,
we must make sure that products that are introduced with our technology remain
compatible with evolving generations of electronic components and manufacturing
equipment. We cannot assure you that we will be successful in these endeavors.

Changes in technology could render our particle technology obsolete

The interconnect market is subject to rapid technology changes. New
products are introduced, old products are enhanced and others become obsolete.
The entire interconnect market may be replaced

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by a newer form of technology. To be competitive in this quickly evolving
market, we must develop, market and sell our products on a timely and cost-
effective basis. We also must respond to the ever changing requirements and
demands of our customers. Our success in developing new or enhanced technologies
depends on successful new product selection and integration of our particle
technology into products. Our success will also depend on how quickly
competitors can design and develop competing products and technologies. We
cannot assure that we will be successful in selecting, developing, and marketing
new technologies or that errors or flaws in the new technologies will not
prevent or delay market acceptance. If we cannot introduce technologies and
products that satisfy market demands in a timely manner, we may be negatively
affected.

We may be unable to obtain and retain appropriate patent, copyright and
trademark protection of our products

We protect our intellectual property rights through patents, trademarks,
trade names, trade secrets and a variety of other measures. However, these
measures may be inadequate to protect our intellectual property or other
proprietary information.

. Trade secrets may become known by third parties. Our trade secrets or
proprietary technology may become known or be independently developed
by competitors.

. Rights to patents and trade secrets may be invalidated. Disputes may
arise with third parties over the ownership of our intellectual
property rights. Patents may be invalidated, circumvented or
challenged, and the rights granted under those patents that provide us
with a competitive advantage may be nullified.

. Problems with future patent applications. Pending or future patent
applications may not be approved, or the scope of the granted patent
may be less than the coverage sought.

. Infringement claims by third parties. Infringement, invalidity, right
to use or ownership claims by third parties or claims for
indemnification may be asserted by third parties in the future. If any
claims or actions are asserted against us, we can attempt to obtain a
license for that third party's intellectual property rights. However,
the third party may not provide a license under reasonable terms, or
may not provide us with a license at all.

. Third parties may develop similar products. Competitors may develop
similar products, duplicate our products or may design around the
patents that are owned by us.

. Laws in other countries may insufficiently protect intellectual
property rights abroad. Foreign intellectual property laws may not
adequately protect our intellectual property rights abroad. Our
failure to protect these rights could adversely affect our business
and financial condition.

. Litigation may be required to protect intellectual property rights.
Litigation may be necessary to protect our intellectual property
rights and trade secrets, to determine the validity of and scope of
the rights of third parties or to defend against claims of
infringement or invalidity by third parties. Such litigation could be
expensive, would divert resources and management's time from our sales
and marketing efforts, and could have a materially adverse effect on
our business, financial condition and results of operations and on our
ability to enter into joint ventures or partnerships with others.

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License rights to particle technology may limit our ability to compete

Before we acquired the patents, patent applications and licenses from the
original owners of the particle technology, the inventor of the particle
technology granted five companies exclusive and non-exclusive licenses to use
the patents and patent applications relating to the particle technology. At
this time, only one of the five licensees are using our technology and none of
these licenses relate to either smart card or smart label technology. These
licenses restrict us as follows:

. Exclusive licenses prevent us from competing against the exclusive
licensees. We cannot compete in the fields in which exclusive licenses
have been granted. An exclusive license was granted in the field of
sockets for use in the automated handling and testing of integrated
circuits, a type of semiconductor in which a number of transistors and
other elements are combined to form a more complicated circuit.

. Non-exclusive licenses allow licensees to compete against us in
certain areas. The licensees with non-exclusive licenses can compete
directly with us or our other future licensees. Non-exclusive licenses
have been granted to use the particle technology for electrically
conductive components, laminate-based and metal-based products and
semiconductor products. If the present licensees decide to compete
with us or our future licensees, this competition could adversely
affect our business.

We do not expect to pay dividends in the foreseeable future

We have never paid cash dividends on our common stock. We do not expect to
pay cash dividends on our common stock at any time in the foreseeable future.
The future payment of dividends directly depends upon our future earnings,
capital requirements, financial requirements and other factors that our board of
directors will consider. Since we do not anticipate paying cash dividends on
our common stock, return on your investment, if any, will depend solely on an
increase, if any, in the market value of our common stock.

Our common stock, preferred stock, warrants and our debt securities are not
insured against the risk of loss

None of our common stock, preferred stock, warrants and debt securities is
insured or guaranteed by any bank, any governmental agency, any insurance
company, any affiliate of our company or any other person or entity. Thus, our
common stock, preferred stock, warrants and debt securities have greater risk
than investments that are insured against the risk of loss.

No market exists for our preferred stock, warrants or debt securities

No public market exists to trade the preferred stock, the warrants or the
debt securities offered by this prospectus and we do not intend to have the
preferred stock, warrants or the debt securities listed on any national
securities exchange or quoted through the NASDAQ automated quotation system. We
cannot assure you that there will be a market to sell the preferred stock, the
warrants or the debt securities, or the price at which holders would be able to
sell their preferred stock, warrants or debt securities. The price that holders
would be able to obtain depends on many factors, including our operating results
and the market for similar securities. See "DESCRIPTION OF WARRANTS,"
"DESCRIPTION OF PREFERRED STOCK" and "DESCRIPTION OF DEBT SECURITIES."

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State Blue Sky Laws may prevent sales of securities

Before we or any seller can sell any securities to a purchaser, state
securities laws require that the securities be registered or qualified for sale
in the state where the purchaser resides, or else fall within an exemption from
registration. We will not knowingly sell the securities to purchasers in
jurisdictions in which the securities are not registered or otherwise qualified
for sale or exempt. However, there is a risk that purchasers may buy the
securities in the after-market or may move to jurisdictions in which the
securities are not registered, qualified, or exempt. We cannot guarantee that
any purchaser will be able to effect any required registration or qualification.

This offering and the sale or exercise of our existing securities could cause
dilution of existing holders of the common stock by decreasing the price of our
common stock

The market price of the common stock could be adversely affected by sales
of substantial amounts of common stock in the public market after this offering,
by the perception that those types of sales could occur or by the fact or
perception of events which would have a dilutive effect on the market for the
common stock. As of November 1, 2000, we had 50,408,423 shares of our common
stock outstanding or 59,171,084 shares of our common stock on a fully diluted
basis. After the completion of this offering, and assuming the conversion and
exercise of all outstanding convertible securities into shares of our common
stock, we could have up to a total of 100,000,000 shares of our common stock
outstanding, which represents the maximum number of shares that we are
authorized to issue under our Articles of Incorporation. See "DESCRIPTION OF
SECURITIES."

Our common stock price could be effected by the ability of holders of our common
stock to sell their stock

The market price of our common stock will be influenced by the ability of
common stock holders to sell their stock.

. Freely Transferable Shares of Common Stock. Of the 50,408,423 shares
of our common stock that were outstanding as of November 1, 2000,
approximately 33,782,850 shares currently are freely transferable and
constitute the "float" in the public market for the common stock.

. Restricted Shares of Common Stock. Of the 50,408,423 shares of our
common stock that were outstanding as of November 1, 2000,
approximately 16,625,573 shares of our common stock currently are
"restricted" or "control" securities within the meaning of Rule 144
under the Securities Act. These restricted securities cannot be sold
unless they are registered under the Securities Act, or unless an
exemption from registration is otherwise available, including the
exemption that is contained in Rule 144. Under Rule 144, a person that
is holding our common stock can sell shares based generally on certain
limitations as described below.

. Affiliates. Any "affiliate," as that term is defined under
the Securities Act, who has beneficially owned our common
stock for at least a year, can sell shares of our common
stock subject to the following volume limitation: in any
three-month period, the affiliate cannot sell more shares of
our common stock than the greater of 1% of the then
outstanding shares of common stock or the average weekly
trading volume of the then outstanding shares of common
stock during the four calendar weeks preceding the sale.

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. Non-affiliates. A person who is not deemed our "affiliate"
who has beneficially owned shares of our common stock for at
least a year can sell shares of our common stock subject to
the same volume limitation described above. Alternatively, a
person who is not our "affiliate" who has beneficially owned
shares of our common stock for at least two years can sell
shares of our common stock without regard to this volume
limitation. See "DESCRIPTION OF COMMON STOCK," and "PLAN OF
DISTRIBUTION."

We could issue preferred stock that could adversely effect the rights of the
common stock holders

We are authorized to issue up to 5,000,000 shares of our preferred stock,
$.0001 par value per share. Our articles of incorporation gives our board of
directors the authority to issue preferred stock without approval of our
stockholders. We may issue preferred stock to finance our operations. We may
authorize the issuance of our preferred stock in one or more series. In
addition, we may set several of the terms of the preferred stock, including:

. dividend and liquidation preferences,

. voting rights,

. conversion privileges,

. redemption terms, and

. other privileges and rights of the shares of each authorized series of
preferred stock.

The issuance of large blocks of preferred stock could have a dilutive
effect on our existing shareholders and it can negatively impact our existing
stockholders' liquidation preferences. In addition, while we include preferred
stock in our capitalization to improve our financial flexibility, we could
possibly issue or preferred stock to third parties as a method of discouraging,
delaying or preventing a change in control in our present management or we could
issue preferred stock that has disproportionate voting rights.

Our board of directors could use its authority to issue preferred stock
without action by the holders of the common stock to discourage attempts by
others to obtain control of our company through a merger, tender offer, proxy or
consent solicitation, or otherwise, by making such attempts more difficult to
achieve and more costly. Our board of directors also may issue preferred stock
with voting rights that could adversely affect the voting power of the then-
existing holders of common stock.

Our ability to generate cash to service our debt depends on many factors,
some of which are beyond our control.

Our ability to make payments on and to refinance our debt and to fund other
possible acquisitions of businesses and assets will depend on our ability to
generate cash in the future. This, to some extent, depends on general economic,
financial, competitive, legislative, regulatory and other factors that are
beyond our control.

We cannot assure you that our business will generate sufficient cash flow
from operations or that future borrowings will be available to us in an amount
sufficient to enable us to service our debt or to

11
<PAGE>

fund our other liquidity needs. In order to pay the principal amount of the debt
securities at maturity, we may need to refinance all or a portion of our then
outstanding debt, on or before maturity. We cannot assure you that we will be
able to refinance any of our debt, on commercially reasonable terms or at all.

We have no restriction on our ability to incur additional debt.

We may offer our debt securities up to the amount specified in this
prospectus. Nothing restricts our ability to incur additional debt that may be
senior or junior in right of payment to the debt securities offered in this
prospectus. We do not have any limitation on the amount or percentage of
indebtedness that we may incur. Further, we are not required to maintain any
specified financial ratios, minimum net worth, minimum net capital or a sinking
fund. In addition, because we intend to expand our business, we may require
additional capital or other funds for the expansion of our operations. We may
obtain these funds through the sale of additional debt securities on terms we
can not now predict.

If we are in default under our obligations, senior holders of our debt
securities would be entitled to payment in full before we make any payments on
junior holders of our debt securities, which could result in your not being paid
the full amounts due on the debt securities.

We are not restricted from issuing additional debt securities that are
senior in right of payment to the debt securities offered in this prospectus.
If we issue senior debt and our business is not successful or we default in
payment, the senior debt holders may be entitled to payment in full in
liquidation of our company before any payments are made to you. If there are
insufficient funds to pay all debt holders of the company, you may not receive
repayment of the full principal amount owed to you on the debt securities.

If we decide to use of a high amount of debt, it could adversely affect our
operations and ability to pay principal and interest on the debt securities when
due.

If we decide in the future to use a high amount of debt, it could have
important consequences to you. For example, substantial debt could:

. make it more difficult for us to satisfy our obligations to pay
principal and interest on our debt securities;

. increase our vulnerability to general adverse economic and industry
conditions;

. limit our ability to obtain additional financing for future working
capital, capital expenditures and other general corporate requirements;

. increase our vulnerability to interest rate increases if future debt
must be incurred at higher rates of interest than currently exist;

. require us to dedicate a substantial portion of our cash flow to
payments on our debt, which will reduce the availability of cash flow
for operations, new investment and other purposes; and

. limit our flexibility in planning for, or reacting to, changes in our
business and the industry in which we operate.

12
<PAGE>

The lack of a sinking fund or the requirement to maintain financial ratios
increases the risk that we will be unable to repay the principal and interest on
the debt securities when due.

Unless we are required to maintain a sinking fund for payment of the debt
securities or we maintain any specified financial ratios, the risk is increased
that we will not have sufficient cash on hand to pay the principal amount of the
debt securities due at maturity. If no sinking fund for debt securities is
required by the terms of the offering, we would be required to use available
cash flow, sell assets or borrow additional funds to pay the principal due on
the debt securities at maturity. If an offering of our debt securities does not
require us to maintain any specified financial ratios, it allows us to operate
our business in an unrestricted manner. This increases the risk that our method
of operation will turn out to be financially imprudent and could result in our
being unable to repay our obligations on our debt securities when due.

You could lose your entire investment if we are unable to sell a sufficient
amount of our securities offered in this prospectus

There is no minimum amount of securities that we have to sell before
issuing any securities and using the proceeds from those sales. There is no
minimum amount of notes that we have to sell before terminating the offering.
The securities are being sold on a best efforts basis and we may be unable to
sell the entire $150,000,000 in securities we are offering in this prospectus.
If we are unable to sell a sufficient amount of our securities, we may have
insufficient funds to successfully implement our business plan. If this occurs,
you could lose your entire investment in our securities.

The resale of our common stock by you may be limited because of its low price
which could make it more difficult for broker/dealers to sell our common stock

The Securities Enforcement and Penny Stock Reform Act of 1990 requires
additional disclosure relating to the market for penny stocks in connection with
trades in any stock defined as a penny stock. Regulations enacted by the SEC
generally define a penny stock as an equity security that has a market price of
less than $5.00 per share, subject to some exceptions. Unless an exception
applies, a disclosure schedule explaining the penny stock market and the risks
associated with investing in penny stocks must be delivered before any
transaction in penny stock can occur.

In addition, if our common stock is not quoted on NASDAQ or if it does not
meet an exception to the penny stock regulations cited above, trading in our
common stock would be covered by Rule 15g-9 promulgated under the Securities
Exchange Act of 1934. Under this rule, broker/dealers who recommend penny
stocks to persons that are not established customers or accredited investors
must make a special determination in writing for the purchaser that the
investment is suitable, and must also obtain the purchaser's written agreement
to a transaction before the sale.

The regulations could limit the ability of broker/dealers to sell our
common stock and thus the ability of purchasers of our common stock to sell our
common stock in the secondary market if our common stock has a market price of
less than $5.00 per share.

USE OF PROCEEDS

Each time that we sell our securities described in this prospectus, we will
provide a prospectus supplement that will contain information about how we
intend to use the net proceeds from each offering.

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<PAGE>

Unless otherwise indicated in the applicable prospectus supplement, we
intend to use the net proceeds from the sale of our securities for general
corporate purposes including funding operations, expanding production, marketing
and sales, working capital and, possibly, to acquire other technologies.
However, no assurance can be given that any of our securities will be sold.

THE COMPANY

We were incorporated on June 22, 1996 as Sunlight Systems, Ltd., a Nevada
corporation. Our corporate offices are located at 370 - Seventeenth Street,
Suite 3580, Denver, Colorado 80202, and our telephone number is (303) 592-1010.
Our common stock is traded on the over-the-counter market and is quoted on the
OTC Bulletin Board under the symbol "NPCT." Our common stock is also traded on
the Frankfurt Stock Exchange and on the Hamburg Stock Exchange under the symbol
"NPI."

For a more complete discussion of our company, please see our Annual Report
on Form 10-KSB for the fiscal year ended June 30, 2000 that was filed with the
SEC on September 28, 2000.

We are in the business of pursuing the strategic application and
development of our patented Particle Interconnect Technology (the "particle
technology"). We have designed and are commercializing our particle technology
which we call the Nanopierce Connection System (the "Nanopierce connection
system").

DESCRIPTION OF COMMON STOCK

Our authorized capital stock consists of 100,000,000 shares of common
stock, $.0001 par value per share. As of November 1, 2000, we had 50,408,423
shares of common stock issued and outstanding.

We may issue our common stock separately or together with our preferred
stock, warrants or debt securities and the shares of common stock that we issue
may be attached to or separate from those offered securities and may be issued
in exchange for other of our outstanding securities.

General

Each share of common stock is entitled to one vote on each matter submitted
to a vote of the stockholders and is equal to each other share with respect to
voting, liquidation and dividend rights. Holders of the common stock are
entitled to receive the dividends, if any, as may be declared by the

14
<PAGE>

Board of Directors out of assets legally available therefor and to receive net
assets in liquidation after payment of all amounts due to creditors and any
liquidation preference due to preferred stockholders. Holders of the common
stock have no conversion rights and are not entitled to any preemptive or
subscription rights. The common stock is not subject to redemption or any
further calls or assessments. The common stock does not have cumulative voting
rights in the election of directors.

The transfer agent for the common stock is Corporate Stock Transfer, Inc.,
3200 South Cherry Creek Drive, Suite 430, Denver, Colorado 80209.

Dividend Policy

While there currently are no restrictions prohibiting us from paying
dividends to our stockholders, we have not paid any cash dividends on our common
stock, in the past and do not anticipate paying any dividends in the foreseeable
future. Earnings, if any, are expected to be retained to fund our future
operations. There can be no assurance that we will pay dividends at any time in
the future.

Price Range of Common Stock

The common stock presently is traded on the over-the-counter market on the
OTC Bulletin Board maintained by the National Association of Securities Dealers,
Inc. ("NASD"). The NASDAQ symbol for the common stock is "NPCT." The common
stock is also traded on the Frankfurt Stock Exchange and on the Hamburg Stock
Exchange under the symbol "NPI."

The following table sets forth the range of high and low bid quotations for
the common stock of each full quarterly period during the last three fiscal
quarters, rounded to the nearest penny. The quotations were obtained from
information published by the NASD and reflect interdealer prices, without retail
mark-up, mark-down or commissions and may not represent actual transactions. The
average of the closing bid and asked prices for the common stock on the OTC
Bulletin Board was $1.47 on November 16, 2000 (rounded to the nearest penny).

Fiscal Quarter High Low
-------------- ---- ---

September 30, 2000 $1.94 $1.84

June 30, 2000 $2.00 $1.88

March 31, 2000 $6.19 $2.44

While a limited market did exist for the common stock under our former
names of Mendell-Denver Corporation and Sunlight Systems, Ltd., it was so
insignificant in volume that it was not representative of a true market or a
realistic market valuation of the common stock. Accordingly, any information
relating to former market activity is deemed immaterial and has not been
included herein. This information can be obtained from the NASD by anyone
interested in this type of historical data.

As of November 1, 2000, there were 262 holders of record of our 50,408,423
outstanding shares of common stock. Based upon information provided to us by
persons holding our common stock for the benefit of others, it is estimated that
we had in excess of 2,500 beneficial owners of our common stock as of November
1, 2000.

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<PAGE>

DESCRIPTION OF PREFERRED STOCK

Our board of directors has the authority to issue up to 5,000,000 shares of
our preferred stock, $.0001 par value per share. As of November 1, 2000 we had
no shares of preferred stock issued and outstanding. Our board of directors may
issue our preferred stock in one or more series and fix the relative rights of
those series without any further vote or action by the holders of our common
stock or our preferred stock.

General

We may issue our preferred stock separately or together with our common
stock, warrants or debt securities and the shares of preferred stock that we
issue may be attached to or separate from those offered securities and may be
issued in exchange for other of our outstanding securities.

The applicable prospectus supplement will describe the following terms,
where applicable, of shares of preferred stock for which this prospectus is
being delivered:

. The title of the series of the preferred stock;

. The designations, preferences and rights of the preferred stock;

. The relative participation, optional or other special rights of the
preferred stock;

. The qualifications, limitations or restrictions on the preferred stock;

. The dividend rights and dividend rates of the preferred stock;

. The terms of redemption and redemption prices of the preferred stock;

. The conversion rights of the preferred stock;

. The voting rights of the preferred stock; and

. The liquidation preferences of the preferred stock.

No Market for Preferred Stock

Currently there exists no public market for our preferred stock and no
assurances can be given that a public market will develop in the future. See
"RISK FACTORS--No market exists for our preferred stock, warrants or debt
securities."

DESCRIPTION OF WARRANTS

As of November 1, 2000, we had outstanding warrants to purchase up to
1,970,661 shares of our common stock at an exercise price per share that ranged
from $.30 per share to $3.52 per share (rounded to the nearest penny), and we
may be required to issue additional warrants in connection with a recent offer
and sale of our common stock and warrants that occurred on October 20, 2000.
All of our outstanding warrants expire no later than October 20, 2005.

16
<PAGE>

General

We may issue warrants to purchase our common stock or preferred stock. We
may issue warrants independently or together with our common stock, preferred
stock or debt securities and the warrants that we issue may be attached to or
separate from those offered securities and may be issued in exchange for other
of our outstanding securities. We will issue the warrants under warrant
agreements that may include a bank, trust company or other financial institution
as a warrant agent. The warrant agent would act solely as our agent in
connection with the warrants being offered and it will not assume any obligation
or relationship of agency or trust for or with any holders or beneficial owners
of warrants.

The applicable prospectus supplement will describe the following terms,
where applicable, of warrants for which this prospectus is being delivered:

. The title of the warrants;

. The designation, amount and terms of the common stock or preferred stock
for which the warrants are exercisable;

. The price or prices at which the warrants will be issued;

. The aggregate number of warrants;

. Any provisions for adjustments in the number or amount of shares of
common stock receivable upon exercise of the warrants or the exercise
price of the warrants;

. The price or prices at which the common stock purchasable upon exercise
of the warrants may be purchased;

. The conditions, if any, under which we may purchase the warrants;

. The date on and after which, if any, the warrants and the common stock
purchasable upon exercise of the warrants are separately transferable;

. Other terms of the warrants, including terms, procedures and limitations
relating to the exchange and exercise of the warrants;

. The date on which the right to exercise the warrants shall commence, and
the date on which the rights shall expire; and

. The maximum or minimum number of warrants which may be exercised at any
time.

No Market for Warrants

Currently there exists no public market for any warrants and no assurances
can be given that a public market will develop in the future. See "RISK FACTORS
- No market exists for our preferred stock, warrants or debt securities."

17
<PAGE>

Exercise of Warrants

Each warrant will entitle the holder of warrants to purchase for cash the
amount of shares of common stock or preferred stock at the exercise price as
shall in each case be set forth in, or be determinable as set forth in, the
prospectus supplement relating to the warrants offered by that prospectus
supplement. Warrants may be exercised at any time up to the close of business
on the expiration date set forth in the prospectus supplement relating to the
warrants offered in that prospectus supplement. Any warrants not exercised by
that time will become void.

Warrants may be exercised as set forth in the prospectus supplement
relating to the warrants being offered by that prospectus supplement. Upon
receipt of payment and the warrant certificate properly completed and duly
executed at the office indicated in the prospectus supplement, we will, as soon
as practicable, forward the shares of common stock or preferred stock
purchasable upon such exercise. If less than all of the warrants represented by
the warrant certificate are exercised, a new warrant certificate will be issued
for the remaining warrants.

DESCRIPTION OF DEBT SECURITIES

As of November 1, 2000, we had no debt securities issued or outstanding.
We may issue debt securities, including notes, debentures, bonds or other
evidence of indebtedness that may be convertible into shares of our common stock
or preferred stock. We may issue debt securities separately or together with
our common stock, preferred stock or warrants, and the debt securities that we
issue may be attached to or separate from the other offered securities and may
be issued in exchange for some of our other outstanding securities. We will
issue the debt securities under a securities purchase agreement, a note, a
debenture or another instrument that will be specified in the applicable
prospectus supplement.

General

The applicable prospectus supplement will describe the following terms,
where applicable, of debt securities for which this prospectus is being
delivered:

. The title of the debt securities;

. The total principal amount of debt securities being offered and, if a
series, the total amount authorized and the total amount outstanding as
of the most recent practicable date;

. The maturity of the debt securities;

. The interest rate of the debt securities, or the method by which
interest is to be calculated on the debt securities;

. The timing of payments of interest on the debt securities;

. The terms for amortization, redemption, sinking fund, retirement and
conversion of the debt securities;

. The covenants that apply to the debt securities;

. The offering price of the debt securities;

18
<PAGE>

. Information about relevant U.S. federal income tax considerations,
including information if the debt securities are to be offered at a
price that they will be deemed to be offered at an "original issue
discount" as defined in the Internal Revenue Code of 1986, as amended;

. Information about the kind and priority of any lien securing the debt
securities and a brief identification of the principal properties
subject to such lien;

. Information about the subordination of the rights of the holders of the
debt securities to other holders of our securities or our creditors;

. Information about the restriction of the declaration of dividends or
that requires the maintenance of any asset ratio or the creation or
maintenance of reserves;

. Information about restrictions on our incurrence of additional debt or
issuing additional securities;

. Information about what types of events constitute a default and whether
any periodic evidence is required to be furnished as to the absence of
default; and

. Information about the modification of the terms of the debt security or
the rights of the holders of the debt security.

No Market for Debt Securities

Currently there exists no public market for any debt securities and no
assurances can be given that a public market will develop in the future. See
"RISK FACTORS-No market exists for our preferred stock, warrants or debt
securities."

PLAN OF DISTRIBUTION

The terms of any offering of the securities described in this prospectus
will be set forth in the applicable prospectus supplement. We may sell the
securities offered in this prospectus:

. directly to purchasers;
. through agents;
. through dealers;
. through underwriters;
. directly to holders of our securities; or
. through a combination of any of these methods of sale.

We may effect the distribution of the securities offered in this prospectus
from time to time in one or more transactions either:

. at a fixed price or prices, which may be changed;
. at market prices prevailing at the time of sale;
. at prices related to the prevailing market prices; or
. at negotiated prices.

19
<PAGE>

We may directly solicit offers to purchase the securities offered in this
prospectus. Agents that we designate from time to time may also solicit offers
to purchase the securities offered in this prospectus. The applicable
prospectus supplement will set forth the name of any agent that we designate,
that is involved in the offer or sale of the securities offered in this
prospectus and who may be deemed to be an "underwriter" as that term is defined
in the Securities Act, and any commissions payable by us to an agent named in
the prospectus supplement will also be disclosed in that prospectus supplement.
Agents may receive commissions in the form of cash, shares of our common stock,
shares of our preferred stock, warrants or our debt securities.

If we utilize a dealer in selling the securities offered in this
prospectus, we will sell those securities to the dealer, as principal. The
dealer, who may be deemed to be an "underwriter" as that term is defined in the
Securities Act, may then resell those offered securities to the public at
varying prices to be determined by that dealer at the time of resale.

If we utilize an underwriter or underwriters in the offer and sale of the
securities described in this prospectus, we will name each underwriter that is
to be utilized in the applicable prospectus supplement, which will be used by
each underwriter to make resales of the securities offered in this prospectus.
In connection with the sale of the securities, underwriters may receive
compensation from us in the form of underwriting discounts or commissions and
may also receive commissions from purchasers of securities for whom they may act
as agent. Also, underwriters may receive shares of our common stock, shares of
our preferred stock, warrants or debt securities as additional underwriting
compensation or, in certain circumstances, may exchange their existing
securities for shares of our common stock, preferred stock or warrants.

Underwriters may also sell securities to or through dealers, and those
dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent. Any underwriting compensation paid by us to
underwriters or agents in connection with the offering of securities, and any
discounts, concessions or commissions allowed by underwriters to participating
dealers, will be set forth in the applicable prospectus supplement, as well as
any shares of our common stock, preferred stock, warrants and our debt
securities received by them as additional underwriting compensation. Dealers
and agents participating in the distribution of the securities may be deemed to
be underwriters, and any discounts and commissions received by them and any
profit realized by them on resale of the securities may be deemed to be
underwriting discounts and commissions.

Underwriters, dealers and agents may be entitled, under agreements entered
into with us, to indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act. Certain of the
underwriters, dealers and agents and their affiliates may be customers of,
engage in transactions with and perform services for us and our subsidiaries in
the ordinary course of business.

If so indicated in the prospectus supplement, we will authorize agents and
underwriters or dealers to solicit offers by certain purchasers to purchase
securities from us at the public offering price set forth in the prospectus
supplement pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. These contracts will be subject to
only those conditions set forth in the prospectus supplement, and the prospectus
supplement will set forth the amount and nature of the commission payable for
solicitation of such offers.

20
<PAGE>

LEGAL MATTERS

Some of the legal matters relating to the securities to be offered by this
prospectus will be passed upon for us by the law firm of Kutak Rock LLP, Denver,
Colorado.

EXPERTS

Our financial statements incorporated herein by reference have been so
incorporated in reliance upon the report of Gelfond Hochstadt & Pangburn, P.C.,
independent certified public accountants, which expresses an unqualified opinion
and includes an explanatory paragraph relating to our ability to continue as a
going concern, given upon their authority as experts in auditing and accounting.

AVAILABLE INFORMATION

We are subject to the informational requirements of the Exchange Act and,
therefore, we file reports and other information with the SEC. Those reports
and other information can be obtained at or from:

. the SEC's Public Reference Section, 450 Fifth Street, N.W., Washington,
D.C. 20549, information about which can be obtained by calling the SEC
at 1-800-SEC-0330;

. the SEC's New York regional office at Seven World Trade Center, 13th
Floor, New York, New York 10048;

. the SEC's Chicago regional office at Citicorp Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661; and

. the Internet site maintained by the SEC at http://www.sec.gov, which
contains reports, proxy and information statements and other information
regarding us and other registrants that file electronically with the
SEC.

Some locations may charge prescribed or modest fees for copies.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information that is incorporated by
reference is an important part of this prospectus, and information that we file
later with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until we sell all of the securities offered by this prospectus, or
after the date of this initial registration statement and before the
effectiveness of the registration statement.

. Annual Report on Form 10-KSB for the fiscal year ended June 30, 2000
that was filed with the SEC on September 28, 2000;

. Current Report on Form 8-K that was filed with the SEC on October 20,
2000; and

. Quarterly Report on Form 10-QSB for the quarter ended September 30, 2000
that was filed with the SEC on November 13, 2000.

On request we will provide at no cost to each person, including any
beneficial owner, who receives a copy of this prospectus, a copy of any or all
of the documents incorporated in this prospectus
21
<PAGE>

by reference. We will not provide exhibits to any of such documents, however,
unless such exhibits are specifically incorporated by reference into those
documents.

ABOUT THIS PROSPECTUS

We filed the registration statement using a "shelf" registration process.
Under this process, we may, from time to time, offer any combination of the
offered securities described in this prospectus in one or more offerings up to a
total dollar amount of $150,000,000. The price to be paid for our offered
securities will be determined at the time of the sale. Each time that we offer
our securities, we will provide a supplement to this prospectus detailing
specific information about each proposed sale.

This prospectus is part of a registration statement on Form S-3 that we
have filed with the SEC. This prospectus is only a part of that registration
statement, and does contain all of the information that is included in the
registration statement, several sections of which are not included at all in
this prospectus. The statements contained in this prospectus, including
statements as to the contents of any contract or other document, are not
necessarily complete. You should refer to the registration statement and to an
actual copy of the contract or document filed as an exhibit to the registration
statement for more complete information. The registration statement may be
obtained from the SEC through one of the methods described above in "AVAILABLE
INFORMATION."

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<PAGE>

================================================================================

The only sources of information given to you by us about your investment
decision are this prospectus and any documents referred to in this prospectus.
We did not authorize anyone to give you any other information about your
investment decision.

This prospectus is not an offer to sell securities and is not meant to induce
the sale of securities if it would violate state law. If the persons who are
trying to offer the securities for sale, or the persons who receive those offers
for sale are prohibited from doing so under state law, this prospectus is not
meant to induce sale of the securities described in this prospectus.

<TABLE>
<CAPTION>
TABLE OF CONTENTS

Page
----
<S> <C>
FORWARD-LOOKING STATEMENTS.............................................. 2
PROSPECTUS SUMMARY...................................................... 3
RISK FACTORS............................................................ 5
USE OF PROCEEDS......................................................... 14
THE COMPANY............................................................. 14
DESCRIPTION OF COMMON STOCK............................................. 14
DESCRIPTION OF PREFERRED STOCK.......................................... 16
DESCRIPTION OF WARRANTS................................................. 17
DESCRIPTION OF DEBT SECURITIES.......................................... 18
PLAN OF DISTRIBUTION.................................................... 19
LEGAL MATTERS........................................................... 21
EXPERTS................................................................. 21
AVAILABLE INFORMATION................................................... 21
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE......................... 21
ABOUT THIS PROSPECTUS................................................... 22
</TABLE>

Common Stock, Preferred Stock,
Warrants to Purchase Common Stock
and Preferred Stock, Debt Securities

NANOPIERCE
TECHNOLOGIES, INC.

_____________________

PROSPECTUS
_____________________

____ __, 2000

================================================================================

<PAGE>

PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other The following are the estimated expenses in connection with
Expenses of the registration and distribution of the shares and warrants:
Issuance and
Distribution. Securities and Exchange Commission
Registration Fee $ 43,560
Printing and Engraving Expenses *2,500
Accounting Fees and Expenses *5,000
Legal Fees and Expenses *15,000
Miscellaneous 3,940*
Total $*70,000

_______________
*Estimated.

Item 15. Article VII of the registrant's Articles of
Indemnification Incorporation, as amended, provides that the registrant shall
of Directors indemnify its directors, officers, employees and agents to
and Officers. the maximum extent and in accordance with the provisions of
the Nevada General Corporation Law, as in effect from time to
time. Sections 78.7502 and 78.751 of the Nevada General
Corporation Law provide generally and in pertinent part that a
Nevada corporation may indemnify its directors and officers
against expenses, judgements, fines and settlements actually
and reasonably incurred by them in connection with any civil
suit or action or any administrative or investigative
proceeding, except actions by or in the right of the
corporation, if, in connection with the matters in issue, they
acted in good faith and in a manner they reasonably believed
to be in, or not opposed to, the best interests of the
corporation, and in connection with any criminal suit or
proceeding, if in connection with the matters in issue, they
had no reasonable cause to believe their conduct was unlawful.
Section 78.7502 further provides that in connection with the
defense or settlement of any action by or in the right of the
corporation, a Nevada corporation may indemnify its directors
and officers against expenses actually and reasonably incurred
by them in connection therewith, provided that they acted in
good faith and in a manner they reasonably believed to be in,
or not opposed to, the best interests of the corporation.
Section 78.751 permits a Nevada corporation to grant its
directors and officers additional rights of indemnification
through bylaw provisions and otherwise and Section 78.752
permits a Nevada corporation to purchase indemnity insurance
or make other financial arrangements on behalf of its
directors and officers.

Article VIII of the registrant's Articles of
Incorporation provides that directors shall not be liable to
the registrant or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability
arising from (a) any breach of the director's loyalty to the
registrant or its stockholders, (b) acts or omissions not in
good faith or which involve intentional misconduct or a
knowing violation of law, (c) any transaction from which the
director receives an improper personal benefit, or (d) any
other act expressly proscribed or for which directors are
otherwise liable under the Nevada General Corporation Law. See
Item 17 "Undertakings" herein.

II-1
<PAGE>

Item 16. (a) Exhibits. The following is a complete list of Exhibits
Exhibits and filed as part of this registration statement. Exhibit
Financial numbers correspond to the numbers in the exhibit table of
Statement Item 601 of Regulation S-B.
Schedules.

Exhibit No. Description

2.00 Agreement dated February 26, 1998, by and among the
registrant, Particle Interconnect Corporation and Intercell
Corporation (a)
3.01 The Articles of Incorporation of registrant (b)
3.02 Amendment to the Articles of Incorporation of registrant (c)
3.03 Amendment to the Articles of Incorporation of registrant (d)
5.00 Opinion from Kutak Rock LLP (e)
23.01 Consent of Gelfond Hochstadt & Pangburn, P.C. (e)
23.02 Consent of Kutak Rock LLP (included in Exhibit 5.00) (e)
24.00 Power of Attorney (included on page II-5 of this
registration statement) (e)

________________
(a) Incorporated by reference to Exhibit 2.01 to the registrant's Current Report
on Form 8-K, dated February 26, 1998, filed on March 12, 1998
(b) Incorporated by reference to Exhibit 4.01 to the registrant's Annual Report
on Form 10-KSB for the fiscal year ended June 30, 1998, filed on October 8, 1998
(c) Incorporated by reference to Exhibit 4.02 to the registrant's Annual Report
on Form 10-KSB for the fiscal year ended June 30, 1998, filed on October 8, 1998
(d) Incorporated by reference to the registrant's Registration Statement on Form
S-3 (File No. 333-31118) filed February 25, 2000
(e) Filed herewith

Item 17. Undertakings.

(a) The undersigned registrant will:

(i) File, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement to:

(1) include any prospectus required by section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");

(2) reflect in the prospectus any facts or events
which, individually or together, represent a fundamental change
in the information in the registration statement; and
notwithstanding the forgoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered (if the total dollar value of securities offered would
not exceed that which was registered) and any deviation from the
low or high end of the estimated maximum offering range may be
reflected in the form of prospects filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

(3) include any additional or changed material
information on the plan of distribution.

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<PAGE>

(ii) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.

(iii) File a post-effective amendment to remove from registration any
of the securities that remain unsold at the end of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934, as amended (the "Exchange Act") (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.

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<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Denver, State of Colorado, on November 17, 2000.

NANOPIERCE TECHNOLOGIES, INC.

By /s/ Paul H. Metzinger
---------------------------------------
Paul H. Metzinger, President, Chief
Executive Officer and Director

II-4
<PAGE>

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul H. Metzinger and Herbert J. Neuhaus, and
each of them, his true and lawful attorney-in-fact and agent with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments (including post-effective
amendments) to the Registration Statement on Form S-3 and file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto such attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, to all intents and
purposes and as full as they might or could do in person, hereby ratifying and
confirming all that such attorney-in-fact and agent, or his substitute, lawfully
may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-3 is signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Paul H. Metzinger President, Chief Executive November 17, 2000
--------------------------------------------
Paul H. Metzinger Officer and Director
(Principal Executive
Officer)

/s/ Herbert J. Neuhaus Director November 17, 2000
--------------------------------------------
Herbert J. Neuhaus

/s/ Kristi J. Kampmann Chief Financial Officer November 17, 2000
--------------------------------------------
Kristi J. Kampmann (Principal Accounting
Officer)

/s/ M. Albert Capote Director November 17, 2000
--------------------------------------------
M. Albert Capote

/s/ Robert B. Shaw Director November 17, 2000
--------------------------------------------
Robert B. Shaw
</TABLE>

II-5
<PAGE>

EXHIBIT INDEX

Exhibit No. Description

2.00 Agreement dated February 26, 1998, by and among the Particle
Interconnect Corporation and Intercell Corporation (a)
3.01 The Articles of Incorporation of registrant (b)
3.02 Amendment to the Articles of Incorporation of registrant (c)
3.03 Amendment to the Articles of Incorporation of registrant (d)
5.00 Opinion from Kutak Rock LLP (e)
23.01 Consent of Gelfond Hochstadt & Pangburn, P.C. (e)
23.02 Consent of Kutak Rock LLP (included in Exhibit 5.00) (e)
24.00 Power of Attorney (included on page II-5 of this registration
statement) (e)