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Registration Statement No. 333-51853
Filed Pursuant to Rule 424(b)(3)
UNAPIX ENTERTAINMENT, INC.
SUPPLEMENT NO. 2
DATED MARCH 2, 2000
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.
Forest Fulcrum Fund, L.P. has transferred 85,689 shares of common
stock covered by this Prospectus to Forest Global Convertible Fund.
As a result of such transfer, the information set forth in the Prospectus
regarding such entities is hereby amended in its entirety by the information set
forth below:
Number of Percent
Common Stock Shares of Shares
Beneficially Shares Beneficially Beneficially
Owned Prior to that may Owned After Owned After
the Offering(1) be Offered the Offering(1) the Offering
------------- ---------- ------------- -----------
Forest Fulcrum
Fund, L.P.(2) 74,777 74,777 - -
Forest Global
Convertible Fund
Series A-5 (2) 310,131 310,131 -
- -----------------------
1. The amount and percentage of shares of Common Stock beneficially owned are
reported on the basis of regulations of the Commission governing 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.
