Prospectus Supplement pursuant to Rule 424(b)(3) and (c)
Registration Statement No. 033-84068
Filed July 24, 1997
Supplement No. 1
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The following paragraph on page 1 of the Prospectus has been revised and
should now read as follows:
The offering consists of 566,000 shares of Common Stock, par value $.001
(the "Common Stock"), of DiaSys Corporation (the "Company"), a Delaware
corporation, issuable upon the exercise of 566,000 Redeemable Common Share
Purchase Warrants (the "Redeemable Warrants"). The Redeemable Warrants were
issued in connection with a pubic offering of the Company's securities in
January 1995. Each Redeemable Warrant entitles the registered holder thereof to
purchase one share of Common Stock at a price of $7.00 per share, subject to
adjustment in certain circumstances. The Redeemable Warrants were set to expire
on January 10, 1997. On January 3, 1997, the Board of Directors of the Company
approved an extension of the expiration date of the 566,000 publicly traded
Redeemable Warrants from January 10, 1997 to July 10, 1997. On May 21, 1997, the
Board of Directors of the Company reduced the exercise price of the Redeemable
Warrants for the remainder of their term to $5.25 per share. On July 3, 1997,
the Board of Directors of the Company approved the extension of the expiration
date of the 566,000 publicly traded Redeemable Warrants from July 10, 1997 to
October 10, 1997. On October 7, 1997, the Board of Directors of the Company
approved an additional extension of the expiration date of the 565,800 publicly
traded Redeemable Warrants from October 10, 1997 to April 10, 1998. The
Redeemable Warrants are redeemable by the Company upon notice of not less than
30 days, at a price of $.05 per Redeemable Warrant, provided that the average
closing bid quotation of the Common Stock for the 20 trading days ending on the
third day prior to the day on which the Company gives notice has been at least
$8.00. See "Description of Securities."
Supplement No. 2
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A new paragraph was added to Risk Factor No. 14 (MAINTENANCE CRITERIA FOR
NASDAQ SECURITIES) on page 8 of the Prospectus. Risk Factor No. 14 should now
read as follows:
14. MAINTENANCE CRITERIA FOR NASDAQ SECURITIES. The Nasdaq Stock Market,
Inc., which administers Nasdaq, has established the criteria for initial listing
and continued eligibility on Nasdaq. In order to be listed and continue to be
included on Nasdaq, the Company must maintain U.S. $2 million in total assets, a
U.S. $200,000 market value of its public float and U.S. $1 million in total
capital and surplus. In addition, continued inclusion requires two
market-makers, at least 300 holders of the Common Shares and a minimum bid price
of the Common Shares of U.S. $1 per share; provided, however, that, if the price
of the Common shares falls below such minimum bid price, a company's securities
will remain eligible for continued inclusion on Nasdaq if the market value of
the public float is at least U.S. $1 million and the company has U.S. $2 million
in capital and surplus. Furthermore, Nasdaq has made a proposal to adopt more
stringent initial listing and maintenance criteria. The Company's failure to
meet these maintenance criteria in the future may result in the discontinuance
of the inclusion of its securities on Nasdaq. In such event, trading, if any, in
the securities may then continue to be conducted in the over-the-counter market
commonly referred to as the NASD OTC Bulletin Board and the "pink sheets." As a
result, an investor may find it more difficult to dispose of or to obtain
accurate quotations as to the market value of the securities. In addition, the
Company would be subject to a rule promulgated by the Commission that, if the
Company fails to meet the criteria set forth in such rule, imposes varius sales
practice requirements on broker-dealers who sell securities governed by the rule
to persons other than established customers and accredited investors. There can
be no assurance that the Company will continue to meet the requirements for its
securities to be listed on Nasdaq. (See "Penny Stock Regulations" below.)
On October 15, 1997, Nasdaq notified the Company that the Company did not
meet one of the continuing listing requirements for trading on Nasdaq since the
Company's total assets were less than $2 million as reported in the Company's
Annual Report on Form 10-K for the fiscal year ended June 30, 1997. The
Company's shares of common stock are subject to delisting actions by Nasdaq
on October 29, 1997. However, in accordance with Nasdaq rules, the Company will
provide Nasdaq with (i) information indicating that the Company is in compliance
with the total assets criteria and/or (ii) proposal(s) to achieve compliance. If
Nasdaq determines that the submission by the Company is deemed not to warrant
continued listing, Nasdaq will immediately issue a formal notice of deficiency.
There can be no assurance that the Company will continue to meet the
requirements for its securities to be listed on Nasdaq. (see "Penny Stock
Regulations" below.)
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Supplement No. 3
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The following paragraph on page 32 of the Prospectus has been revised and
should now read as follows:
REDEEMABLE WARRANTS
Each Redeemable Warrant entitled the registered holder thereof (the
"Warrantholder") to purchase one share of Common Stock at a price of $7.00,
subject to adjustment in certain circumstances. The Redeemable Warrants were set
to expire on January 10, 1997. On January 3, 1997, the Board of Directors of the
Company approved an extension of the expiration date of the 566,000 publicly
traded Redeemable Warrants from January 10, 1997 to July 10, 1997. On May 21,
1997, the Board of Directors of the Company reduced the exercise price of the
Redeemable Warrants for the remainder of their term to $5.25 per share. On July
3, 1997 the Board of Directors of the Company approved the extension of the
expiration date of the 566,000 publicly traded Redeemable Warrants to October
10, 1997. On October 7, 1997, the Board of Directors of the Company approved an
additional extension of the expiration date of the 565,800 publicly traded
Redeemable Warrants from October 10, 1997 to April 10, 1998. The Redeemable
Warrants are redeemable by the Company upon notice of not less than 30 days, at
a price of $.05 per Redeemable Warrant, provided that the average closing bid
quotation of the Common Stock for the 20 trading days ending on the third day
prior to the day on which the Company gives notice has been at least $8.00. See
"Description of Securities." The Warrantholders shall have the right to exercise
their Redeemable Warrants until the close of business on the date fixed for
redemption.
