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PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(5)
(to Prospectus dated December 18, 2000) File No. 333-32586
1,075,269 SHARES OF COMMON STOCK
WARRANTS TO PURCHASE 215,054 SHARES OF COMMON STOCK
HOMESEEKERS.COM, INCORPORATED
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We are offering all of the 1,075,269 shares of our common stock and
warrants to purchase 215,054 shares of our common stock being offered by this
prospectus. Our common stock is quoted on the Nasdaq SmallCapMarket under the
symbol "HMSK." On January 12, 2001, the last reported sale price of the common
stock on the Nasdaq SmallCapMarket was $0.59375 per share.
Alpha Venture Capital, Inc. has agreed to purchase 1,075,269 shares
of our common stock at a price of $0.465 per share. Alpha Venture Capital will
also receive warrants to purchase 215,054 shares of our common stock at an
exercise price of $0.75 per share, which warrants will expire on January 16,
2004. This sale will result in total proceeds to us of approximately $500,000,
before deducting expenses payable by us, estimated to be approximately $10,000.
We expect to deliver the shares against payment in Reno, Nevada on January 16,
2001.
SEE "RISK FACTORS" ON PAGE 4 OF THE ACCOMPANYING PROSPECTUS FOR VARIOUS
RISKS YOU SHOULD CONSIDER BEFORE YOU PURCHASE ANY SECURITIES.
THE DATE OF THIS PROSPECTUS SUPPLEMENT IS JANUARY 16, 2001.
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We have not authorized any other person to provide you with any
information or to make any representations not contained in this prospectus
supplement or the attached prospectus. If anyone provides you with different
or inconsistent information, you should not rely on it. We are not making an
offer of any securities other than the 1,075,269 shares of our common stock and
warrants to purchase 215,054 shares of our common stock. This prospectus
supplement is part of, and you must read it in addition to, the attached
prospectus dated December 18, 2000. You should assume that the information
appearing in this prospectus supplement and the attached prospectus, as well
as the information incorporated by reference, is accurate as of the date in
the front cover of this prospectus supplement only.
The distribution of this prospectus supplement and the attached
prospectus, and the offering of the common stock, may be restricted by law in
some jurisdictions. You should inform yourself about, and observe, any of
these restrictions. This prospectus supplement and the attached prospectus do
not constitute, and may not be used in connection with, an offer or
solicitation by anyone in any jurisdiction in which the offer or solicitation
is not authorized nor in which the person making the offer or solicitation is
not qualified to do so, or to any person to whom it is unlawful to make the
offer or solicitation.
USE OF PROCEEDS
We will receive net proceeds from the sale of the securities offered by us,
before deducting estimated offering expenses of $10,000 payable by us, of
approximately $500,000. We intend to use all of the net proceeds from this
sale of securities to fund general corporate purposes.
PLAN OF DISTRIBUTION
Subject to the terms and conditions set forth in the Equity Line of
Credit Agreement, dated as of December 4, 2000, between us and Alpha Venture
Capital, we have agreed to sell to Alpha Venture Capital, and Alpha Venture
Capital has agreed to purchase from us, 1,075,269 shares of our common stock
at a price of $0.465 per share and warrants to purchase 215,054 shares of our
common stock at an exercise price of $0.75 per share. The warrants will
expire on January 16, 2004 and will be evidenced by a warrant agreement in
substantially the form that was filed as an exhibit to our current report on
Form 8-K dated December 4, 2000 relating to the Alpha Venture Capital
transaction. The Equity Line of Credit Agreement provides that Alpha Venture
Capital will be obligated to purchase all of the shares of common stock and
warrants set forth above if any are purchased by Alpha Venture Capital.
Alpha Venture Capital has advised us that it does not have any
agreement with any third party relating to the distribution of our common
stock and warrants.
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