PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED JUNE 1, 1999)
DBS INDUSTRIES, INC.
2,924,906 Shares of
Common Stock
of
DBS Industries, Inc. ("DBSI")
The Prospectus, dated June 1, 1999 (the "Prospectus"), relating to the
offering for resale of up to 2,924,906 shares of DBSI common stock, which were
issued and sold in transactions exempt from the registration requirements of the
Securities Act of 1933, as amended, is hereby supplemented as set forth below.
1. The section "Directors and Executive Officers of DBSI" appearing
on page 30 of the Prospectus is hereby supplemented to disclose
that at the Annual Meeting of DBSI Shareholders held June 8,
1999, Fred W. Thompson, E.A. James Paretti and Jessie Knight, Jr.
were re-elected to three year terms as directors of DBSI.
2. The section "Principal Stockholders" and the table appearing on
page 39 of the Prospectus which sets forth information regarding
the officers and directors of DBSI and the respective number of
DBSI common shares beneficially owned by each such officer and/or
director is hereby supplemented by the attached revised page 39
("39 Revised") which is intended to replace the existing page 39
of the Prospectus.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JUNE 30, 1999
<PAGE>2
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
Principal Stockholders
The following table set forth certain information as of April 30, 1999,
with respect to the beneficial ownership of DBSI's Common Stock for (i) each
director, (ii) all directors and officers of DBSI as a group, and (iii) each
person known to DBSI to own beneficially five percent (5%) or more of the
outstanding shares of its Common Stock.
<TABLE>
<S> <C> <C>
Name and Address of Beneficially and
Beneficial Owner Record Owned(1) Percent of Class
- ------------------------------------------------ ------------------------ -----------------------
Fred W. Thompson
100 Shoreline Highway, Suite 190A
Mill Valley, CA 94941 868,267 (2) 6.1%
Michael T. Schieber
100 Shoreline Highway, Suite 190A
Mill Valley, CA 94941 353,989 (3) 2.5%
E.A. James Peretti
100 Shoreline Highway, Suite 190A
Mill Valley, CA 94941 425,000 (4) 3.0%
H. Tate Holt
100 Shoreline Highway, Suite 190A
Mill Valley, CA 94941 156,379 (5) 1.1%
Jerome W. Carlson
100 Shoreline Highway, Suite 190A
Mill Valley, CA 94941 106,250 (6) 0.7%
Jessie J. Knight
100 Shoreline Highway, Suite 190A
Mill Valley, CA 94941 37,500 (5) 0.3%
-------------- --------
Officers and Directors as a Group (6 persons) 1,947,385 13.7% *
Astoria Capital Partners, L.P.
6600 Southwest 92nd Street, Suite 370
Portland, OR 97223 1,000,000 7.0%
</TABLE>
* Total percentage amount does not reflect rounding of individual
ownership percentages.
(1) The persons named in the table have sole voting or investment power with
respect to all of the Common Stock shown as beneficially owned by them,
subject to community property laws where applicable and the information
contained in the footnotes to this table.
(2) Includes (i) 15,418 shares held by Mr. Thompson; (ii) 474,558 shares
held in Thompson 1996 Revocable Trusts; and (iii) options to purchase
312,500 shares at $0.531 per share expiring January 1, 2006, and 4,125
and 61,666 shares of Common Stock exercisable at $0.584 per share and
expiring December 31, 2000 and December 31, 2002, respectively.
(3) Includes (i) 215,625 shares held jointly with spouse, Arlene Schieber,
(ii) 6,505 held solely by Mr. Schieber, (iii) 3,075 held solely by Ms.
Schieber, of which shares Mr. Schieber disclaims beneficial ownership,
and (iv) options to purchase 13,750, 12,534 and 37,500 shares of Common
Stock all exercisable at $1.4375 per share which expire on February 15,
2005, February 15, 2006 and April 30, 2006, respectively, and options to
purchase 27,500 shares of Common Stock exercisable at $0.60 per share
which expire May 13, 2007, and options to purchase 37,500 shares of
Common Stock at $2.1875 which expire on May 12, 2008.
