FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-63663
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 18, 1998
7,216,609 shares
STARBASE CORPORATION
common stock, par value $0.01 per share
------------------------
This prospectus supplement supplements our prospectus dated September
18, 1998 relating to the resale by certain selling stockholders of up to
7,216,609 shares of our common stock, par value $0.01 per share, which may be
offered and sold from time to time by certain of our stockholders or by their
pledgees, donees, transferees or other successors in interest that receive the
shares as a gift, partnership distribution or other non-sale related transfer.
We will receive no part of the proceeds from any of the sales of these shares.
The "Selling Stockholders" section of the original prospectus is hereby amended
and supplemented to reflect a decrease in the number of shares beneficially
owned by Investcor LLC and the addition of two selling stockholders who received
shares in connection with a distribution by Investcor LLC in the table of the
"Selling Stockholders" section of the original prospectus. This prospectus
supplement should be read in conjunction with the original prospectus, and this
prospectus supplement is qualified by reference to the original prospectus
except to the extent that the information supersedes the information contained
in the original prospectus.
The date of this prospectus supplement is August 10, 2000.
<PAGE>
FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-63663
SELLING STOCKHOLDERS
The table of "Selling Stockholders" in the prospectus is hereby amended
and supplemented to reflect a decrease in the number of shares beneficially
owned by selling stockholder Investcor LLC and the addition of two selling
stockholders who received shares in connection with a distribution by Investcor
LLC as shown in the table below.
Except as set forth in this prospectus supplement with respect to the
decrease in the number of shares beneficially owned by Investcor LLC and the
addition of two selling stockholders contained in the table of "Selling
Stockholders", there is no change to the section entitled "Selling Stockholders"
in the original prospectus. We may amend or supplement the original prospectus
or the prospectus supplement from time to time to update the disclosure set
forth therein and herein.
<TABLE>
<CAPTION>
---------------------
Percentage of Shares of Common
Shares of Common Stock Common Stock Stock Beneficially
Beneficially Owned Beneficially Owned Shares of Common Owned
Prior to Offering Prior to the Stock to be Sold after Offering
Offering -------------------
Number Percent
------ -------
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Investcor LLC 212,551 (9) * 212,551 (9) 0 *
Eisenberger Investments 10,122 * 10,122 0 *
David Herzog and Raquel Herzog, 10,121 * 10,121 0 *
JTWROS
</TABLE>
* Represents less than 1%.
(9) Includes 10,122 shares of Common Stock issuable upon the exercise of
Warrants.
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