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WAVEPHORE, INC. Filed pursuant to
rule 424(b)(3) Reg
No. 333-34127
SUPPLEMENT DATED NOVEMBER 12, 1998
TO
PROSPECTUS DATED SEPTEMBER 26, 1997
As a result of the conversion of the Series C Preferred Shares and the
sale of Common Shares by the Selling Security Holders, and a reduction in the
conversion price of Series C Preferred Shares related to reductions in the
market price of the Company's Common Shares, the table below regarding Common
Shares beneficially owned and to be sold by the Selling Security Holders has
been amended and supersedes the table set forth on page 16 of the Prospectus
dated September 26, 1997.
SELLING SECURITY HOLDERS
The following table provides information regarding the beneficial
ownership of the Common Shares as of November 9, 1998, and as adjusted to
reflect the sale of the securities offered hereby, by the Selling Security
Holders. Pursuant to Rule 416 of the Securities Act, Selling Security Holders
may also offer and sell Common Shares issued with respect to the Series C
Preferred Shares and the Warrants as a result of stock splits, stock dividends
and anti-dilution provisions (including by reason of reductions in the
conversion price of the Series C Preferred Shares related to reductions in the
market price of the Company's Common Shares and otherwise in accordance with the
terms thereof). Except as otherwise indicated, to the knowledge of the Company,
all persons listed below have sole voting and investment power with respect to
their securities.
<TABLE>
<CAPTION>
COMMON SHARES
BENEFICIALLY COMMON SHARES
OWNED AS OF REMAINING COMMON SHARES
NOVEMBER 9, TO BE SOLD IN BENEFICIALLY OWNED
1998(1) THE OFFERING(1) AFTER THE OFFERING(2)
------- --------------- ---------------------
NAME OF SELLING
SECURITY HOLDER NUMBER NUMBER NUMBER PERCENT
--------------- ------ ------ ------ -------
<S> <C> <C> <C> <C>
Marshal Capital Management, 357,539 357,539 -- --
Inc., (formerly Proprietary
Convertible Investment Group Inc.)
Capital Ventures International 300,003 300,003 -- --
CC Investments, LDC 759,038 759,038 -- --
Nelson Partners(3) 383,647 383,647 -- --
Olympus Securities, Ltd.(3) 308,038 308,038 -- --
RGC International Investors, LDC 316,468 316,468 -- --
</TABLE>
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(1) Includes such number of Common Shares estimated to be issuable upon
conversion of the Series C Preferred Shares as of November 9, 1998,
assuming a Floating Conversion Price of $4.10 per share is used to
determine the Common Shares issuable on such conversion. The actual number
of such Common Shares (and the actual number of shares offered hereby) may
be greater than the indicated amount as a result of the application of the
Floating Conversion Price provisions at the actual date of conversion. See
"Description of Securities." The Series C Preferred Shares were purchased
by the Selling Security Holders in a private placement by the Company on
July 24, 1997. The figures above also include up to 545,454 Common Shares
issuable upon conversion of Warrants
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sold in connection with the private placement of the Series C Preferred
Shares, but exclude shares sold by Selling Security Holders prior to
November 9, 1998.
Except under certain limited circumstances, no holder of the Series C
Preferred Shares or Warrants is entitled to convert or exercise such
securities to the extent that the shares to be received by such holder upon
such conversion or exercise would cause such holder to beneficially own
more than 4.9% of the outstanding Common Shares. Therefore, the number of
shares set forth herein and which a Selling Security Holder may sell
pursuant to this Prospectus may exceed the number of Common Shares such
Selling Security Holder would otherwise beneficially own as determined
pursuant to Section 13(d) of the Exchange Act.
(2) Assumes that the Selling Security Holder disposes of all of the Common
Shares covered by this Prospectus and does not acquire any additional
Common Shares. Except as set forth in footnote 1, assumes no other exercise
of options, warrants or conversion rights or issuances of additional
securities.
(3) Citadel Limited Partnership is the managing general partner of Nelson
Partners ("Nelson") and the trading manager of Olympus Securities, Ltd.
("Olympus") and consequently has voting control and investment discretion
over securities held by both Nelson and Olympus. The ownership information
for Nelson does not include the shares owned by Olympus and the ownership
information for Olympus does not include the shares owned by Nelson.
