SUPPLEMENT NO. 1
TO
PROSPECTUS DATED JULY 30, 1998
COMMODORE HOLDINGS LIMITED
The section of the Prospectus entitled "Description of Securities -
'Anti-Takeover' Provisions - Stockholder Rights Plan" is amended to include the
following information:
On September 29, 1998, the Company's Board of Directors adopted a
Stockholder Rights Plan pursuant to which it entered into a Rights
Agreement with American Stock Transfer and Trust Company, as Rights
Agent (the "Rights Plan"). In accordance with the Rights Plan, the
Company issued a dividend to all stockholders of record as of November
2, 1998 (the "Record Date") of one Right. Each Right entitles the
holder to purchase one share of Common Stock for $28.34 (the "Exercise
Price"). The Rights are not evidenced by separate certificates but
rather by the stock certificates representing the Common Stock. In
addition, one Right will attach to each share of Common Stock issued
between the Record Date and the earlier of the Distribution Date (as
hereafter defined), the date the Company redeems all the Rights or
November 2, 2008 (the "Final Expiration Date"). The Rights are
transferable only upon transfer or surrender of the certificate
evidencing the Common Stock.
The Rights become exercisable upon the earliest of (the "Distribution
Date") (i) the tenth day after the announcement that a person or group
of affiliated or associated persons, except as noted in the Rights
Plan, acquires beneficial ownership of 15% or more of the Company's
voting stock (an "Acquiring Person"), or (ii) the tenth business day
(or such later date as may be determined by the Board of Directors and
the Continuing Directors, as defined in the Rights Plan, prior to such
time as any person or group of affiliated persons becomes an Acquiring
Person) after the commencement or announcement to commence a tender or
exchange offer the consummation of which would result in the ownership
of 30% or more of the Company's voting stock. Once the Rights become
exercisable, they will detach from the Common Stock and become freely
tradable. Pursuant to the Rights Plan, certain persons are exempt from
the definition of "Acquiring Person." The Rights are redeemable by the
Company at any time prior to the tenth day after a person becomes an
Acquiring Person (or at a later date in certain instances) at a price
of $.01 per Right.
In the event that the Rights are not redeemed, become exercisable, and
any person, group of affiliated or associated persons becomes an
Acquiring Person, the holder of a Right (other than an Acquiring
Person, whose Rights will be void)
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will have the right to receive, upon payment of the Exercise Price,
that number of shares of Common Stock having a market value at the time
of the transaction equal to two times the Exercise Price. If the
Company were to be acquired in a merger or other business combination
(in which the Common Stock of the Company is changed into or exchanged
for securities or assets of another company), or the Company were to
sell more than 50% of the assets or earning power of the Company and
its subsidiaries, the holder of a Right will have the right to receive,
upon payment of the Exercise Price, that number of shares of common
stock of the acquiring company having a fair market value at the time
of the transaction equal to two times the Exercise Price.
The number of shares of Common Stock issuable upon exercise of the
Rights and the Exercise Price are subject to certain adjustments as set
forth in the Rights Plan. Until the Rights are exercised, the holders
will have no right to vote or to receive dividends.
The cover page of the Prospectus and the section "Description of
Securities - Public Warrants" is amended to include the following information:
Each two Public Warrants entitle the holder to purchase one share of
Common Stock at an exercise price of $5.67 per share. The Public
Warrants may be exercised only in pairs. The Public Warrants may be
redeemed by the Company at any time, at a redemption price of $.05 per
Public Warrant upon 25 days prior written notice, provided the average
closing bid price of the Common Stock for 20 consecutive trading days
ending not more than 15 days prior to the date of any redemption is in
excess of $8.51. The exercise price and redemption threshold for the
Public Warrants have been reduced as a result of adjustments for
certain events that triggered the anti-dilution provisions in the
Public Warrants.
The section "Risk Factors - Requirements to Exercise Public Warrants;
Adverse Effect of Redemption of Public Warrants" is amended to include the
following:
The Public Warrants are also subject to redemption by the Company on at
least 25 days' prior written notice if the closing bid price of the
Common Stock for 20 consecutive business days ending not more than 15
days prior to the date of any redemption notice exceeds $8.51. The
redemption threshold has been reduced from $9.00 to $8.51 as a result
of adjustments for certain events that triggered the anti-dilution
provisions in the Public Warrants.
The Section caption "Rick Factors - Authorization of Preference Shares"
is amended to be "Risk Factors - Authorization of Preference Shares; Stockholder
Rights Plan." In addition, it is amended to include the following:
The Company has adopted a Stockholder Rights Plan (the "Rights Plan")
pursuant to which each share of Common Stock outstanding as of November
2, 1998 (the "Record Date") or issued between November 2, 1998 and
November 2, 2008, will have
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attached to it one Right to purchase one share of Common Stock for
$28.34. The Rights become exercisable upon the occurrence of certain
events, such as an unsolicited takeover attempt of the Company. The
Rights Plan is intended to impede certain transactions that the
Company's Board of Directors determines are unfair to the Company's
stockholders. Generally speaking, if the Rights become exercisable and
a person acquires more than 15% of the Common Stock, each Right will
entitle the holder to purchase a number of shares of Common Stock
having a market value of two times the exercise price. Such purchases
would result in a substantial dilution of an acquirer's interest in the
Common Stock and could discourage, delay or prevent a change of control
of the Company. See "Description of Securities - 'Anti-Takeover
Provisions' - Stockholder Rights Plan".
