SUPPLEMENT NO. 2
TO
PROSPECTUS DATED JULY 30, 1998
COMMODORE HOLDINGS LIMITED
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 $5.65 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 150% of the exercise price of
the Public Warrants, which is currently $8.48. 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 of 150% of the exercise price
of the Public Warrants, which is currently $8.48. The redemption threshold
has been reduced from $8.51 to $8.48 as a result of adjustments for certain
events that triggered the anti-dilution provisions in the Public Warrants.
The Section of the Prospectus entitled "Selling Stockholders" is
amended to reflect Mr. Jeffrey I. Binder's transfer of warrants to purchase
25,000 shares of Common Stock of the Company and to add the recipients of such
warrants as Selling Stockholders as follows:
<TABLE>
<CAPTION>
SELLING STOCKHOLDER BENEFICIAL OWNERSHIP SHARES BENEFICIAL OWNERSHIP AFTER
(SHARES OF COMMON STOCK PRIOR TO OFFERING BEING THE OFFERING
UNDERLYING THE WARRANTS) OFFERED
SHARES PERCENTAGE ------- SHARES PERCENTAGE
------ ---------- ------ ----------
<S> <C> <C> <C> <C> <C>
Altoonian, James J. 893 * 893 0 *
Binder, Jeffrey I., Rosalie G. and 1,824,244 21.4% 1,065,910 318,334(5) 4.3%
JeMJ Financial Services, Inc.(6)
Cherwin, Glickman & Theise, LLP 1,488 * 1,488 0 *
Profit Sharing Plan for the Account
of Jay F. Theise
Fishman, Gill and Barbara Tyrell 3,036 * 3,036 0 *
JTWROS
Martin Kofman & Jim Lennon 2,083 * 2,083 0 *
Partnership
Merowitz, Myrna J., as custodian for 536 * 536 0 *
Marc Andrew Merowitz, JTWROS
Nasif, Ronald J. 1,786 * 1,786 0 *
The New Group, Ltd. 2,976 * 2,976 0 *
Rouhana Sr., William J., Trustee 2,679 * 2,679 0 *
under Rouhana 1990 GRIT
Sherman, Wilfred M. 3,571 * 3,571 0 *
Von Stange, Fredric E. 5,952 * 5,952 0 *
</TABLE>
- -------------
(5) This amount assumes the sale of shares of Common Stock being offered and
listed elsewhere herein.
(6) Jeffrey I. Binder is the Chairman of the Board of the Company. This amount
includes 440,000 shares of Common Stock and warrants to purchase 545,455
shares of Common Stock owned by JeMJ Financial Services, Inc., an affiliate
of Mr. Binder. This amount also includes warrants to purchase 520,455
shares of Common Stock owned by Mr. and Mrs. Binder and stock options to
purchase 33,334 shares of Common Stock owned by Mr. Binder.
