<PAGE> 1
PROSPECTUS SUPPLEMENT DATED SEPTEMBER 9, 1996
TO
PROSPECTUS DATED JULY 26, 1996
SPYGLASS, INC.
Set forth below is an update of certain sections of the Company's
Prospectus dated July 26, 1996.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996, filed by the Company with the Securities and Exchange Commission, is
also incorporated by reference in the Prospectus.
The Section of the Prospectus entitled "Selling Stockholders" is
amended and restated to read in its entirety as follows:
SELLING STOCKHOLDERS
The following table sets forth certain information with respect to the
beneficial ownership of the Company's Common Stock by each Selling Stockholder
as of September 6, 1996. The Selling Stockholders are employees or former
employees of SurfWatch Software, Inc., now a wholly-owned subsidiary of the
Company. No Selling Stockholder has been an officer of, or had any other
material relationship with, the Company since June 1, 1993.
<TABLE>
<CAPTION>
Number of Number of
Name of Shares of Shares of
Selling Common Stock Common Stock
Stockholder(1) Beneficially Owned(2) Offered Hereby(2)
- -------------- --------------------- -----------------
<S> <C> <C>
Ann W. Duvall(3) 235,023 58,756
William Duvall(3) 41,475 10,369
Jay Friedland 138,332 83
The Jay Friedland 46,000 46,000
Charitable Remainder
Unitrust(4)
Helen R.S. MacKenzie 4,608 1,152
Matthew Kendall 4,608 1,152
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C>
Anup Murarka 230 58
Randy Carr 173 43
--- --
TOTALS 470,449 117,613
</TABLE>
- ----------------------------------------------------------------------
(1) Sales of the shares of Common Stock offered hereby may also be
made by permitted persons or entities to whom such shares are
gifted, transferred or pledged by the Selling Stockholders
listed herein.
(2) Of the total shares of Common Stock listed as beneficially owned
by the Selling Stockholders, a total of 47,045 shares are held
in an escrow account to secure indemnification obligations to
the Company of the Selling Stockholders. It is expected that
these shares (less any shares which may be distributed from the
escrow account to the Company in satisfaction of indemnification
claims) will be released from escrow and distributed to the
Selling Stockholders on April 24, 1997. The number of shares
indicated as beneficially owned by the Selling Stockholders
includes those shares (representing 10% of the number of shares
listed as beneficially owned by each Selling Stockholder) which
such Selling Stockholder is entitled to receive upon
distribution of these shares from the escrow account. The total
number of shares listed as beneficially owned by the Selling
Stockholders also includes 3,238 shares which each of Ann
Duvall, William Duvall and Jay Friedland have pledged to the
Company in support of loans from the Company.
(3) Some shares may be held jointly by Ann W. Duvall and William
Duvall.
(4) Jay Friedland is trustee of The Jay Friedland Charitable
Remainder Unitrust and has sole voting and investment control
over the shares held by the trust.
