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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-35808
DAUPHIN TECHNOLOGY, INC.
Prospectus Supplement
(To Prospectus Dated July 21, 2000)
You should read this prospectus supplement and the related prospectus
carefully before you invest. Both documents contain information you should
consider when making your investment decision.
On October 17, 2000, we issued a drawdown notice to Techrich International
Limited in connection with the common stock purchase agreement dated April 9,
2000, evidencing an equity draw down facility between us and Techrich. This
notice offered to sell up to $2,000,000 of our common stock to Techrich based on
the formula in the stock purchase agreement, during the 22 day period beginning
on October 18, 2000 and ending on November 16, 2000, but at not less than $2.00
per share. During the first 11 days, Techrich purchased a total of 309,314
shares of our common stock at an average purchase price of $3.233 per share.
These purchases resulted in aggregate proceeds of $1,000,000 being paid and
released from escrow to us by Techrich. In addition, Techrich received warrants
to purchase up to 18,932 shares of common stock, with an exercise price of
$4.4369 per share, as part of the purchase. Ladenburg Thalmann & Co. Inc.
received $30,000 as a placement fee in connection with this drawdown. We will
use the proceeds from this drawdown to retain engineering and production
personnel to complete set-top box design and for general operating purposes.
The attached prospectus relates to the resale of shares acquired by
Techrich pursuant to the stock purchase agreement and pursuant to the exercise
of warrants held by Techrich and Ladenburg. As of the date of this prospectus
supplement, Techrich owns 120,395 shares of common stock issuable upon the
exercise of warrants and Ladenburg owns 250,000 shares of common stock issuable
upon the exercise of warrants. Because Techrich and Ladenburg may sell some or
all of these shares, and because there are currently no agreements, arrangements
or understandings with respect to the sale of any of these shares, we cannot
estimate the actual amount of shares that they will hold after the completion of
the offering.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS NOVEMBER 8, 2000
