Filed pursuant to Rule 424 (b)(3) and (c)
promulgated under the Securities Act of
1993, as amended. File No. 333-7369
SYQUEST TECHNOLOGY, INC.
SUPPLEMENT NO. 1
DATED SEPTEMBER 17, 1996
TO PROSPECTUS DATED AUGUST 30, 1996
Summary
This is Supplement No. 1 (the "Supplement') to the Prospectus dated
August 30, 1996 (the "Prospectus") for SyQuest Technology, Inc., a Delaware
corporation (the "Company"). This Supplement forms a part of, and must be
accompanied or preceded by, the Prospectus. All cross-references used herein are
to the Prospectus, and capitalized terms used herein have the same definitions
as set forth in the Prospectus.
The primary purposes of this Supplement are to:
a. Update the discussion contained in the Prospectus concerning the
continued listing of the Company on the Nasdaq National Market; and
b. Describe a financing being undertaken by the Company, including the
waiver of the requirement of stockholder approval for such transaction, and
update information provided in the Prospectus as to the effect of such financing
upon the Company.
EACH POTENTIAL INVESTOR SHOULD THOROUGHLY REVIEW THE PROSPECTUS AND THIS
SUPPLEMENT PRIOR TO SUBSCRIBING FOR ANY INTERESTS IN THE COMPANY.
Exception to Nasdaq National Market Listing Requirement by Nasdaq
The Company's Common Stock, par value $.001 per share, will continue to
be listed on the Nasdaq National Market via an exception from the net tangible
assets and capital and surplus requirements of the Nasdaq Stock Market. After
the Company failed to meet these requirements as of March 31, 1996, the Company
was granted a temporary exemption from these standards subject to the Company
meeting certain conditions by August 15, 1996. Although those conditions were
not met by then, the Company applied for and received an exception to those
listing requirements, and has been granted an exception to October 31, 1996 to
achieve compliance. The Company believes that it can meet these conditions by
raising additional funds through the sale of its securities, but there can be no
assurance that it will do so. If at some future date the Company's securities
should cease to be listed on the Nasdaq National Market, they may be listed on
the OTC-Bulletin Board.
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Proposed Private Placement Of Preferred Stock; Exception To Nasdaq Stockholder
Approval Requirement
The Company has been granted an exception by the National Association
of Securities Dealers of the requirement of stockholder approval for a proposed
transaction involving the sale of $30,000,000 in preferred stock of the Company
in a private placement currently anticipated to close on or about September 30,
1996. It is anticipated that there will be restrictions on the Company's use of
the proceeds from the financing. The securities to be sold (including the
underlying Common Stock) will not be registered under the Securities Act of
1933, as amended, at the time of sale and may not be re-offered or re-sold
absent registration under the Securities Act or available exemptions from such
registration requirements. There can be no assurances that the Company will be
able to consummate the above financing. Consummation of the above transaction is
not sufficient by itself to restore the Company to compliance with the Nasdaq
National Market requirements for continued listing.
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