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Pursuant to Rule 424(b)(2)
Registration No. 333-37248
PROSPECTUS SUPPLEMENT DATED SEPTEMBER 27, 2000
TO PROSPECTUS DATED MAY 26, 2000
106,631 Shares
DATAWARE TECHNOLOGIES, INC.
COMMON STOCK, $0.01 PAR VALUE PER SHARE
Dataware Technologies, Inc. is offering, in a privately-negotiated
transaction, 106,631 shares of its common stock at a price of $2.157 per share.
We are offering the shares directly to the purchaser pursuant to a Purchase
Agreement dated September 27, 2000.
Our common stock is traded on the Nasdaq National Market under the symbol
"DWTI." On September 26, 2000, the last sale price for our common stock as
reported by the Nasdaq was $2.625 per share.
We will receive gross proceeds of $230,000 from the sale of our common
stock, and we expect to incur approximately $12,000 in offering expenses. After
deducting our estimated expenses, we will receive approximately $218,000.
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INVESTING IN OUR COMMON STOCK INVOLVES SIGNIFICANT RISK. THESE RISKS ARE
DESCRIBED UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 4 OF THE BASE
PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT FOR THIS OFFERING AND UNDER
THE CAPTION "ADDITIONAL RISK FACTOR" ON PAGE 3 OF THIS PROSPECTUS SUPPLEMENT.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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TABLE OF CONTENTS
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PROSPECTUS SUPPLEMENT
Additional Risk Factor..................................................... 3
Use of Proceeds............................................................ 3
Plan of Distribution....................................................... 3
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You should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We
have not authorized anyone to provide you with information that is different.
You should not assume that the information in this prospectus supplement, the
accompanying prospectus or any document incorporated by reference is accurate as
of any date other than the date of the applicable document.
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ADDITIONAL RISK FACTOR
In making an investment in Dataware's securities, you should carefully
consider the following risk factors, in addition to those listed in the "Risk
Factors" section beginning on page 4 of the Base Prospectus.
WE MAY BE UNABLE TO MAINTAIN OUR LISTING ON THE NASDAQ NATIONAL MARKET, WHICH
MAY REDUCE THE LIQUIDITY OF OUR TRADING MARKET.
At June 30, 2000, we were not in compliance with the criteria for
maintenance of our Nasdaq National Market listing in that our tangible net worth
was significantly less than the $4 million required. The sale of other
securities earlier in the quarter and of the common stock in this transaction
help to improve our tangible net worth, but we also must be able to raise
additional equity financing and/or increase operating revenues sufficiently to
ensure we continue to meet the requirements. If we do not meet the National
Market criteria at the end of the current quarter, or by any additional time
permitted by Nasdaq, it is likely that Nasdaq will begin proceedings to delisted
our shares from the Nasdaq National Market. A listing on the Nasdaq Small Cap
Market provides less visibility and a less active trading market than the
National Market. That might both result in lower market prices for our Common
Stock and reduce the ability of investors to sell when and on terms they wish.
USE OF PROCEEDS
We expect to receive gross proceeds from the sale of 106,631 shares of our
common stock in this offering of $230,000, and we expect to incur approximately
$12,000 in offering expenses. We will use the net proceeds for working capital
and general corporate purposes.
PLAN OF DISTRIBUTION
We are selling the shares of common stock offered under this prospectus
supplement directly to an investor in a privately-negotiated transaction in
which no party is acting as an underwriter. Our employees will not receive any
compensation based upon their participation in this offering and, pursuant to
Rule 3a4-1 of the Exchange Act, will not be deemed to be brokers as defined in
the Exchange Act.
At the closing, we will effect the sale through the book entry facilities
of The Depository Trust Company against payment of the aggregate purchase price
for the shares purchased.
We determined the per share price through negotiations with the purchaser.
The price represents an approximately 7% discount from the average of certain
closing bid prices as reported by the Nasdaq during a trading period ending
prior to the date of this prospectus supplement.
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