<PAGE> 1
Filed pursuant to Rule 424(b)(3)
as supplement to Prospectus
dated February 5, 1998,
Registration No. 333-45321
ACCENT COLOR SCIENCES, INC.
PROSPECTUS SUPPLEMENT
TO
PROSPECTUS DATED FEBRUARY 5, 1998
Effective November 30, 1999, the Company and each of the two remaining
holders of its Series B Convertible Preferred Stock (the "Series B Stock")
agreed to modify certain of the terms of the Series B Stock, as originally set
forth in the Certificate of Designations, Preferences and Rights of Series B
Convertible Preferred Stock (the "Designation'), filed as an exhibit to the
Registration Statement as set forth below:
(a) The 6% annual premium on the Series B Stock ceased to accrue
as of the close of business on November 30, 1999;
(b) As of such time, the liquidation preference amount of the
Series B Stock became fixed at $1,000 plus the then accrued
annual premium from the date of issuance;
(c) The conversion price became fixed at the conversion price of
the Company's Series C Convertible Preferred Stock (the
"Series C Stock"), of $.40 per share, subject to adjustment in
the case of stock splits, recapitalizations or the like in
accordance with the terms of the Series C Stock;
(d) All rights and obligations of both the Company and holders of
Series B Stock concerning voluntary or involuntary redemption
of shares of Series B Stock were terminated, provided that the
holders of Series B Stock shall be entitled to such redemption
rights as may apply with respect to the Series C Stock
(currently, neither the Company nor the holders of Series C
Stock are entitled to any redemption rights with respect to
the Series C Stock);
(e) Certain limitations on activities of the Company and rights of
approval of the holders of Series B Stock were terminated;
(f) All remedies of the holders of Series B Stock were terminated
except for remedies similar to remedies available to holders
of Series C Stock;
(g) The limitation set forth in the Designation on the number of
shares of Common Stock into which Series B Stock may be
converted by a given holder at one time was retained and shall
continue to apply;
<PAGE> 2
(h) The holders of Series B Stock shall rank, in right of payment,
pari passu with the holders of Series C Stock with respect to
both dividends and payments upon liquidation; and
(i) No transfer of shares of Series B Stock shall be permitted
unless the transferee agrees to such modifications of the
Designation.
The effect of the modifications to the Designation was to cause the
relative rights and preferences of the holders of Series B Stock to become
similar to the rights and preferences of the holders of Series C Stock.
The following table sets forth and modifies certain information
previously set forth in the Registration Statement, concerning the holdings of
the Selling Stockholders participating in this offering as of November 30, 1999:
<TABLE>
<CAPTION>
Beneficially Shares to be
Owned Prior to Sold in the Shares Owned After
Name of Selling Stockholder the Offering (1) Offering the Offering (1)(2)
<S> <C> <C> <C>
RGC International Investors, LDC 1,451,762 (3)(6) 1,451,762 0
Zanett Lombardier, Ltd. 4,192,914 (4)(6) 4,575,914 0
The Zanett Securities Corporation 115,385 (5)(6) 115,385 0
</TABLE>
(1) Except as set forth in footnote (6) below, beneficial ownership is
determined in accordance with Rule 13d-3 of the Exchange Act. Shares of
Common Stock subject to warrants currently exercisable or exercisable
within 60 days of November 30, 1999 are deemed outstanding for
computing the beneficial ownership of the person holding such warrants
but are not deemed outstanding for computing the beneficial ownership
of any other person. The persons named in the table above have sole
voting and investment power with respect to all shares of Common Stock
shown as beneficially owned by them.
(2) Assumes all Shares offered hereby are sold in the Offering.
(3) Includes 166,667 shares of Common Stock issuable upon exercise of
Warrants.
(4) Includes 129,333 shares of Common Stock issuable upon exercise of
Warrants.
(5) Includes 115,385 shares of Common Stock issuable upon exercise of
Warrants.
(6) The number of shares of Common Stock set forth in the table represents
the number of shares of Common Stock to be offered by the Selling
Stockholders, based on the number of shares of Common Stock that would
have been issuable upon conversion of the Series
-2-
<PAGE> 3
B Stock at a conversion price of $.40 (5,088,350 shares). In addition,
the Registration Statement also covers such additional number of shares
of Common Stock as may be issued or issuable by reason of any stock
split, stock dividend or similar transaction involving the Common
Stock, in order to prevent dilution, in accordance with Rule 416.
Pursuant to the terms of the Series B Stock and the Warrants, the
shares of Series B Stock and the Warrants are convertible or
exercisable by any holder only to the extent that the number of shares
of Common Stock thereby issuable, together with the number of shares of
Common Stock owned by such holder and its affiliates (but not including
shares of Common Stock underlying unconverted shares of Series B Stock
or unexercised portions of the Warrants) would not exceed 4.99% of the
then outstanding Common Stock as determined in accordance with Section
13(d) of the Exchange Act. Accordingly, the number of Shares set forth
in the table for a Selling Stockholder may exceed the number of Shares
that such Selling Stockholder could own beneficially at any given time
through such Selling Stockholder's ownership of the Series B Stock and
the Warrants. In that regard, beneficial ownership of such Selling
Stockholder set forth in the table is not determined in accordance with
Rule 13d-3 under the Exchange Act.
The date of this Prospectus Supplement is December 8, 1999.
-3-
