<PAGE>
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 SUPPLEMENTS THERETO
DATED NOVEMBER 16, 1998 AND MARCH 12, 1999)
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 to 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 Supplements thereto dated November 16, 1998 and March 12, 1999, 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 April 5, 2000, 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.
<TABLE>
<CAPTION>
MAXIMUM SHARES
NUMBER OF OWNED
SHARES THAT SHARES AFTER
NAME MAY BE SOLD OFFERED OFFERING(1)
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<S> <C> <C> <C>
SOUTHBROOK INTERNATIONAL INVESTMENTS, LTD.(2) 0 0 0
c/o Cavallo Capital
Tom Waugh
505 Park Avenue, 19th Floor
New York, NY 10022
STRONG RIVER INVESTMENTS, INC.(3) 150,000 150,000 0
c/o Cavallo Capital
Tom Waugh
505 Park Avenue, 19th Floor
New York, NY 10022
WESTOVER INVESTMENTS L.P. (4) 48,000 48,000 0
Will Rose
300 Crescent Court, Suite 700
Dallas, Texas 75201
MONTROSE INVESTMENTS, LTD.(5) 72,000 72,000 0
Will Rose
300 Crescent Court, Suite 700
Dallas, Texas 75201
<PAGE>
MAXIMUM SHARES
NUMBER OF OWNED
SHARES THAT SHARES AFTER
NAME MAY BE SOLD OFFERED OFFERING(1)
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BROWN SIMPSON STRATEGIC GROWTH FUND, L.P.(6) 0 0 0
Mitchell Kaye
152 West 57th Street, 40th Floor
New York, NY 10019
BROWN SIMPSON STRATEGIC GROWTH FUND, LTD.(7) 0 0 0
Mitchell Kaye
152 West 57th Street, 40th Floor
New York, NY 10019
Brown Simpson ORD Investments, LLC(8) 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>
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(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 and transferred, without consideration, its
Warrant to Purchase 150,000 shares of Common Stock to Strong River
Investments, Inc.
(3) Strong River Investments, Inc. received its Warrant by transfer, without
consideration, from Southbrook International Investments, Ltd.
(4) Westover Investments L.P. redeemed all of its 4,800 shares of Series B
Stock.
(5) Montrose Investment, Ltd. redeemed all of its 7,200 shares of Series B
Stock.
(6) 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.
(7) 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.
(8) 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 April 5, 2000.
