<PAGE>
REGISTRATION STATEMENT NO. 333-51853
FILED PURSUANT TO RUE 424(B)(3)
UNAPIX ENTERTAINMENT, INC.
SUPPLEMENT NO. 1
DATED NOVEMBER 9, 1999
TO
PROSPECTUS DATED MAY 5, 1998
Terms used herein and not otherwise defined shall have the meaning ascribed
thereto in the Prospectus, dated May 5, 1998.
The following entities, listed as the Selling Security Holders, have done
one or more of the following (i) transferred all or part of their Derivative
Securities pursuant to which they were to acquire the shares of common stock to
be offered by them pursuant to the Prospectus, (ii) acquired additional
Derivative Securities, and accordingly shares to be offered pursuant to the
Prospectus, from other Selling Security Holders or (iii) have merged with other
entities: Forest Alternative Strategies Fund II A5M; Forest Alternative
Strategies Fund II, L.P., Series GA5T; Forest Global Convertible Fund, Series
A-5; Forest Global Convertible Fund, Series A-1; Forest Performance Fund; Forest
Greyhound; Fox Family Portfolio Partnership; Fox Family Foundation; Forest
Alternative Strategies Fund II, L.P., Series B-3; Forest Global Convertible
Fund, Series B-1; Forest Global Convertible Fund, Series B-2; Forest Global
Convertible Fund, Series GB3F; Forest Global Convertible Fund, Series B-5;
Highview SSFI Fund, LDC; Raphael, L.P.; Medici Partners, L.P.; Ramius Fund,
Ltd.; Triton Capital Investments, Ltd.; JMG Capital Partners, L.P.; Commonwealth
Life Insurance Company; and Reserve Convertible Securities Fund c/o New Vernon
Advisors, Inc.
In addition, the Company has repurchased a portion of the transferees'
Derivative Securities.
As a result of such transfers, mergers and repurchases, the information set
forth in the original Prospectus regarding such entities is hereby amended in
its entirety by the information set forth below:
<TABLE>
<CAPTION>
Common Stock Shares Number of Shares Percent of Shares
Beneficially Owned that may be Beneficially Owned Beneficially Owned
Prior to the Offering (1) Offered After the Offering(1) After the Offering
------------------------- ------- --------------------- ------------------
<S> <C> <C> <C> <C>
Forest Fulcrum Fund, L.P. (2) 160,466 160,466 - -
Forest Alternative Strategies
Fund Series 2A5I (2) 10,488 10,488 - -
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<CAPTION>
Common Stock Shares Number of Shares Percent of Shares
Beneficially Owned that may be Beneficially Owned Beneficially Owned
Prior to the Offering (1) Offered After the Offering(1) After the Offering
------------------------- ------- --------------------- ------------------
<S> <C> <C> <C> <C>
Forest Alternative Strategies
Fund Series 2A5M (2) 6,293 6,293 - -
Forest Global Convertible
Fund Series A-5 (2) 224,442 224,442 - -
LLT LTD (2) 8,391 8,391 - -
Sound Shore Opportunity
Holding Fund 52,440 52,440 - -
JMG Convertible
Investments, L.P. 104,880 104,880 - -
Forum Capital Markets, L.L.C. 57,599 57,599 - -
Monumental Life Insurance
Company 104,880 104,880 - -
RCG Multi-Strategy, L.P. (3) 62,928 62,928 - -
American Masters Fund/AG
Absolute Return Series (3) 10,488 10,488 - -
Batrus and Co. 107,858 107,858 - -
</TABLE>
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* less than 1%
1. The amount and percentage of shares of Common Stock beneficially owned
are reported on the basis of regulations of the Commission governing the
determination of beneficial ownership of securities. Under the rules of the
Securities and Exchange Commission, a person is deemed to be a "beneficial
owner" of a security if that person has or shares "voting power", which
includes the power to vote or to direct the voting of such security, or
"investment power", which includes the power to dispose of or to direct the
disposition of such security. A person is also deemed to be a beneficial
owner of any securities of which that person has the right to acquire
beneficial ownership within 60 days.
2. These entities are each managed by Forest Investment Management, L.P.
3. Angelo, Gordon & Co., L.P. controls these entities as well as
Michaelangelo, L.P., and Ramius Securities, L.L.C., which are also Selling
Security Holders.
