<PAGE> 1
PROSPECTUS SUPPLEMENT NO. 1 FILED PURSUANT TO RULE 424(B)(3)
(TO PROSPECTUS DATED AUGUST 10, 2000) COMMISSION FILE NO. 333-42300
9,739,000 SHARES
TRICORD SYSTEMS INC.
COMMON STOCK
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This Prospectus Supplement (the "Supplement") supplements the
prospectus dated August 10, 2000 (the "Prospectus") relating to 9,739,000 shares
of Common Stock, par value $0.01 per share (the "Common Stock"), of Tricord
Systems, Inc. (the "Company"), that may be offered for sale for the account of
certain stockholders of the Company, their respective pledgees, donees,
transferees or other successors in interest, as stated therein under the heading
"Plan of Distribution." This Supplement is being filed to update the table of
Selling Stockholders in the Prospectus with respect to certain changes in
beneficial ownership that have occurred since the date of the Prospectus. This
Supplement is not complete without, and may not be delivered or utilized except
in connection with, the Prospectus. This Supplement is qualified by reference to
the Prospectus except to the extent that the information contained herein
supersedes the information contained in the Prospectus. All capitalized terms
used but not defined in this Supplement shall have the meanings given them in
the Prospectus.
SELLING STOCKHOLDERS
The table of Selling Stockholders in the Prospectus lists Joseph R.
Canion as the beneficial owner of 4,281,500 shares of Common Stock, 4,000,000 of
which were offered for sale pursuant to the Prospectus. The 4,000,000 shares
offered for sale consisted of (i) 1,500,000 shares of Common Stock held in the
name of Joseph R. Canion, (ii) 1,500,000 shares of Common Stock issuable upon
exercise of a warrant held by Joseph R. Canion, (iii) an aggregate of 500,000
shares of Common Stock held by the Candace Canion Dickerson Trust, the Noelle
Canion Courson Trust, the Laura Camille Canion Trust, the Rodney Scott Canion
Trust and the James Ross Canion Trust (with each trust holding 100,000 shares)
and (iv) an aggregate of 500,000 shares of Common Stock issuable upon exercise
of warrants held by these trusts (with each trust holding a warrant to purchase
100,000 shares). As of the date of the Prospectus, Joseph R. Canion was the
trustee of each these trusts and the beneficiary of each trust was a member of
Joseph R. Canion's immediate family. Accordingly, under federal securities laws,
Joseph R. Canion may have been considered to be the beneficial owner of the
shares of Common Stock held by each trust. On November 20, 2000, a new trustee
was appointed for each of the trusts and therefore each of these trusts should
now be listed separately as a selling stockholder. Accordingly, the table of
Selling Stockholders as it relates to the shares of Common Stock held by Joseph
R. Canion is amended to reflect the foregoing as follows:
<TABLE>
<CAPTION>
Shares Beneficially Owned Shares Shares Beneficially Owned
Name and Address of Before the Offering Being After the Offering
Beneficial Owner Number Percentage Offered Number Percentage
---------------- ------ ---------- ------- ------ ----------
<S> <C> <C> <C> <C> <C>
Joseph Rodney Canion 3,281,500 12.5% 3,000,000 281,500 1.0%
Insource, Inc.
5 Post Oak Park
Suite 1655
Houston, TX 77027
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C> <C>
Candace Canion Dickerson (1) 200,000 0.8% 200,000 0 0.0%
Candace Canion Dickerson Trust
5 Post Oak Park
Suite 1655
4400 Post Oak Parkway
Houston, TX 77027
Noelle Canion Courson (2) 200,000 0.8% 200,000 0 0.0%
Noelle Canion CoursonTrust
5 Post Oak Park
Suite 1655
4400 Post Oak Parkway
Houston, TX 77027
Laura Camille Canion (3) 200,000 0.8% 200,000 0 0.0%
Laura Camille Canion Trust
5 Post Oak Park
Suite 1655
4400 Post Oak Parkway
Houston, TX 77027
Rodney Scott Canion (4) 200,000 0.8% 200,000 0 0.0%
Rodney Scott Canion Trust
5 Post Oak Park
Suite 1655
4400 Post Oak Parkway
Houston, TX 77027
James Ross Canion (5) 200,000 0.8% 200,000 0 0.0%
Rodney Scott Canion Trust
5 Post Oak Park
Suite 1655
4400 Post Oak Parkway
Houston, TX 77027
</TABLE>
(1) Shares are held in the name of the Candace Canion Dickerson Trust.
(2) Shares are held in the name of the Noelle Canion Courson Trust.
(3) Shares are held in the name of the Laura Camille Canion Trust.
(4) Shares are held in the name of the Rodney Scott Canion Trust.
(5) Shares are held in the name of the James Ross Canion Trust.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS DECEMBER 5, 2000
