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PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(b)(3) AND (c)
(TO PROSPECTUS DATED AUGUST 5, 1998 REGISTRATION STATEMENT NO. 333-48021
AND THE PROSPECTUS SUPPLEMENT THERETO
DATED NOVEMBER 16, 1998)
GENUS, INC.
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COMMON STOCK, NO PAR VALUE ISSUABLE UPON EXERCISE OF WARRANTS
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This Prospectus Supplement ("Supplement") relates to the resale by
certain security holders named herein (the "Selling Security Holders") of an
indefinite number of shares (the "Shares") of the Common Stock, no par value
(the "Common Stock") of Genus, Inc., a California corporation ("Genus" or
the "Company") which may be issued upon exercise of certain warrants (the
"Warrants") to purchase Common Stock. The Company sold Series A Convertible
Preferred Stock (the "Series A Stock") and the Warrants to the Selling
Security Holders in a private transaction on February 12, 1998. On July 30,
1998, the Company redeemed a portion of the Series A Stock and issued Series
B Convertible Preferred Stock (the "Series B Stock") to the Selling Security
Holders in exchange for the outstanding unredeemed Series A Stock. The
resale of the Common Stock covered by this Prospectus Supplement was
registered pursuant a post-effective amendment to Registration Statement No.
333-48021 (the "Registration Statement"), effective August 5, 1998. This
Supplement should be read in conjunction with the Prospectus dated August 5,
1998 (the "Prospectus") contained within such Registration Statement and the
Prospectus Supplement thereto dated November 16, 1998, to be delivered with
this Supplement. All capitalized terms used but not defined in this
Supplement shall have the meanings given them in the Prospectus.
The Warrants are exercisable at any time until February 11, 2001 for
300,000 shares of Common Stock at a price of $3.67 per share and for 100,000
shares at a price of $4.50 per share.
The Company's Common Shares are traded on The Nasdaq National Market
under the symbol "GGNS."
Based upon information provided to the Company, the following table sets
forth certain information with respect to the current beneficial ownership by
the Selling Security Holders of shares of the Company's Common Stock. The
Securities offered by this Prospectus Supplement consist of Common Stock
which will be acquired by the Selling Security Holders upon exercise of the
Warrants.
The Company was required to register at least 1,676,877 shares of Common
Stock (which included 49,868 shares of Common Stock as dividends on the
Series B Stock even though none of that amount was ultimately required to be
issued by the Company as dividends). As of March 12, 1999, the Company would
be required to issue an aggregate of 400,000 shares of Common Stock upon
exercise of the Warrants. The Selling Security Holders named below may sell
the shares of Common Stock offered hereby from time to time and may choose to
sell less than all or none of such shares.
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<TABLE>
<CAPTION>
MAXIMUM
NUMBER OF SHARES
SHARES OWNED
THAT MAY SHARES AFTER
NAME BE SOLD OFFERED OFFERING(1)
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<S> <C> <C> <C>
SOUTHBROOK INTERNATIONAL INVESTMENTS, LTD.(2) 150,000 150,000 0
c/o Cavallo Capital, Inc.
Avi Vigder
630 Fifth Avenue, Suite 2000
New York, NY 10111
WESTOVER INVESTMENTS L.P.(3) 48,000 48,000 0
Will Rose
300 Crescent Court, Suite 700
Dallas, Texas 75201
MONTROSE INVESTMENTS, LTD.(4) 72,000 72,000 0
Will Rose
300 Crescent Court, Suite 700
Dallas, Texas 75201
BROWN SIMPSON STRATEGIC GROWTH FUND, L.P.(5) 0 0 0
Mitchell Kaye
152 West 57th Street, 40th Floor
New York, NY 10019
BROWN SIMPSON STRATEGIC GROWTH FUND, LTD.(6) 0 0 0
Mitchell Kaye
152 West 57th Street, 40th Floor
New York, NY 10019
Brown Simpson ORD Investments, LLC(7) 30,000 30,000 0
Mitchell Kaye
152 West 57th Street, 40th Floor
New York, NY 10019
CIBC OPPENHEIMER CORP. 100,000 100,000 0
Matthew J. Maryles
200 Liberty Street, 7th Floor
New York, NY 10281
</TABLE>
(1) Assumes all shares offered by the Prospectus are sold and no
beneficially owned shares are sold other than by this Prospectus.
(2) Southbrook International Investments, Ltd. sold 627,009 shares of
Common Stock issued upon conversion of 2,000 shares of Series A Stock and
13,000 shares of Series B Stock.
(3) Westover Investments L.P. redeemed all of its 4,800 shares of
Series B Stock.
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(4) Montrose Investment, Ltd. redeemed all of its 7,200 shares of
Series B Stock.
(5) Brown Simpson Strategic Growth Fund, L.P. sold 24,000 shares of
Common Stock issued upon conversion of 600 shares of Series B Stock and
transferred, without consideration, its Warrant to Purchase 7,500 shares of
Common Stock to Brown Simpson ORD Investments, LLC.
(6) Brown Simpson Strategic Growth Fund, Ltd. sold 96,000 shares of
Common Stock issued upon conversion of 2,400 shares of Series B Stock and
transferred, without consideration, its Warrant to Purchase 22,500 shares of
Common Stock to Brown Simpson ORD Investments, LLC.
(7) Brown Simpson ORD Investments, LLC received its Warrants by
transfer, without consideration, from Brown Simpson Strategic Growth Fund,
L.P. and Brown Simpson Strategic Growth Fund, Ltd.
No Selling Security Holder has held any position or office or had any
other material relationship with the Company or any of its affiliates within
the past three years other than CIBC Oppenheimer Corp., which received a
finder's fee in connection with the sale of the Series A Stock and Warrants.
THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK. SEE "RISK FACTORS,"
COMMENCING ON PAGE 4 OF THE PROSPECTUS FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE SECURITIES OFFERED
HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement is March 12, 1999.
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