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Filed under Rules 424(b)(3) and (c)
as Supplement No. 1 to
Prospectus (File No. 33-80508)
Supplement to Prospectus Dated August 27, 1997
Dated June 24, 1999
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1,411,673 shares of common stock
issuable upon the exercise of redeemable common stock
purchase warrants
FOTOBALL USA, INC.
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From June 24, 1999 until 5:00 p.m., New York time, on August 27, 1999,
Fotoball USA, Inc. will reduce the exercise price for each of its redeemable
common stock purchase warrants (FUSAW:Nasdaq) from $6.50 ($7.93 for 110,000
warrants issued in Fotoball's public offering to the underwriter) to $4.00. The
term of the warrants will be extended to August 27, 1999 to track the discount
period.
To ensure exercise of the warrants at the per warrant price of $4.00,
the total purchase price and all supporting documentation with respect to each
exercise must be received at the offices of Continental Stock Transfer & Trust
Company according to the terms of the warrant agreement prior to the end of the
discount period.
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Underwriting
Price to Discounts and Proceeds to
Warrantholder(1)(2) Commissions(3) Company(2)
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Per Warrant........ $4.00 $0.36 $3.64
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Total.............. $5,646,692 $508,202 $5,138,490
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(1) The market value of the common stock issuable upon exercise of the warrants
may be higher or lower than the exercise price of the warrants.
(2) Before deducting expenses estimated at $25,000 incurred in connection with
the offering.
(3) Assumes (i) a commission of not more than 4% of the aggregate exercise price
is paid to Gaines, Berland Inc. for soliciting warrant exercises, pursuant
to the terms of the warrant agreement, (ii) a commission of not more than 2%
of the aggregate exercise price is paid to Southwest Securities, Inc. for
providing financial advice with respect to the warrant exercise price
reduction transaction, and (iii) commissions of not more than 3% of the
exercise price per warrant exercised are paid broker/dealers who receive
(A) specific written approval for the exercise of warrants by the customer
and (B) acknowledgment from the customer that the broker/dealer solicited
the transaction.
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There is no assurance that any of the warrants will be exercised.
