Soligen Technologies Inc – ‘424B3’ on 5/19/97

As of:  Monday, 5/19/97   ·   Accession #:  891020-97-919   ·   File #:  333-03692

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Prospectus   —   Rule 424(b)(3)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus Supplement No.1 to Form S-3                22    103K 

Document Table of Contents

424B3
1st Page of 22
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
DATED APRIL 14, 1997
PROSPECTUS                                                                      
SOLIGEN TECHNOLOGIES, INC.

 17,608,000 Shares of Common Stock

   This Prospectus relates to 17,608,000 shares of Common Stock (the
"Shares") of Soligen Technologies, Inc. (the "Company") to be offered from time 
to time by certain shareholders of the Company named in this Prospectus (the    
"Selling Shareholders"). All of the Shares offered hereunder are to be sold on  
behalf of the Selling Shareholders. The Shares covered hereby include 9,023,000 
Shares issuable upon exercise of warrants held by the Selling Shareholders prior
to the offering made by this Prospectus. This Prospectus does not cover such    
warrants; only the Shares issuable upon exercise thereof are registered         
hereunder. The Company has been advised that the Selling Shareholders expect to 
offer the Shares on the American Stock Exchange's Emerging Company Marketplace, 
through negotiated transactions or otherwise, at market prices prevailing at the
time of sale, at prices related to such prevailing market prices, or at prices  
otherwise negotiated. The Selling Shareholders may effect these transactions by 
selling the Shares to or through broker-dealers, who may receive compensation in
the form of discounts or commissions from the Selling Shareholders, or from the 
purchasers of the Shares, or both. The Company will not receive any of the      
proceeds from the sale of the Shares. The Company has agreed to bear all of the 
expenses in connection with the registration and sale of the Shares (other than 
discounts and commissions paid to broker-dealers. See "Selling Shareholders" and
"Plan of Distribution."                                                         

       THE PURCHASE OF THE SHARES INVOLVES CERTAIN MATERIAL RISKS. SEE "RISK
FACTORS" FOR INFORMATION THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS. THE
SHARES OFFERED HEREUNDER CONSTITUTE APPROXIMATELY 56.7% OF THE TOTAL ISSUED AND 
OUTSTANDING COMMON STOCK OF THE COMPANY ON A FULLY DILUTED BASIS. SALE OF THE   
SHARES HEREUNDER COULD ADVERSELY IMPACT THE MARKET FOR THE COMPANY'S COMMON     
STOCK. SEE "RISK FACTORS --LIMITED MARKET FOR COMMON STOCK; PRICE VOLATILITY."  

 The Common Stock of the Company is traded on the American Stock
Exchange's Emerging Company Marketplace (the "ECM") under the symbol "SGT." On  
February 14, 1997, the last reported sale price for the Common Stock of the     
Company as reported on the ECM was $11/16 per share.                            

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES   
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE      
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.                                                               

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY            
REPRESENTATION OTHER THAN THOSE CONTAINED OR INCORPORATED BY REFERENCE IN THIS  
PROSPECTUS IN CONNECTION WITH THE OFFERING MADE HEREBY, AND IF GIVEN OR MADE,   
SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN       
AUTHORIZED BY THE COMPANY OR BY ANY OTHER PERSON. NEITHER THE DELIVERY OF THIS  
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE   
ANY IMPLICATION THAT INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO 
THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A      
SOLICITATION OF ANY OFFER TO BUY ANY SECURITY OTHER THAN THE SECURITIES COVERED 
BY THIS PROSPECTUS, NOR DOES IT CONSTITUTE AN OFFER TO OR SOLICITATION OF ANY   
PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION MAY NOT BE       
LAWFULLY MADE.                                                                  

424B3
2nd Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 2nd
THE DATE OF THIS PROSPECTUS IS APRIL 14, 1997.

 - 2 -

424B3
3rd Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 3rd
 AVAILABLE INFORMATION

 The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in        
accordance therewith files reports, proxy statements and other information with 
the Securities and Exchange Commission (the "Commission"). Reports, proxy       
statements and other information filed by the Company may be inspected and      
copied at the public reference facilities maintained by the Commission at Room  
1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and at the
Commission's regional offices located at 7 World Trade Center, New York, New    
York 10048, and at 3190 Citicorp Center, 500 West Madison, Suite 1400, Chicago, 
Illinois 60661. Copies of such material may also be obtained from the Public    
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W., 
Washington, D.C. 20549 at prescribed rates. The Common Stock of the Company is  
listed on the American Stock Exchange's Emerging Company Marketplace (the       
"ECM"). Reports, proxy statements and other information concerning the Company  
may be inspected at the offices of the ECM located at 86 Trinity Place, New     
York, New York 10006-1881.                                                      

       The Company has filed with the Commission a Registration Statement on
Form S-3 (including all amendments thereto, the "Registration Statement") under 
the Securities Act of 1933, as amended (the "Securities Act"), with respect to  
the Shares. This Prospectus, which constitutes part of the Registration         
Statement, relates only to the Shares and does not contain all information set  
forth in the Registration Statement, certain parts of which are omitted in      
accordance with the rules and regulations of the Commission. For further        
information regarding the Company and the Shares, reference is hereby made to   
the Registration Statement and to the exhibits and schedules filed therewith.   
Statements contained in this Prospectus regarding the contents of any agreement 
or other document filed as an exhibit to the Registration Statement are         
necessarily summaries of such documents, and in each instance reference is made 
to the copy of such document filed as an exhibit to the Registration Statement  
for a more complete description of the matters involved. The Registration       
Statement, including the exhibits and schedules thereto, may be inspected at the
public reference facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549 and copies of all or any part thereof
may be obtained from such office upon payment of the prescribed fees.           

  The Company will provide without charge to each person to whom a
Prospectus is delivered, on the written or oral request of any such person, a   
copy of any or all of the documents incorporated by reference herein (other than
exhibits to such documents unless such exhibits are specifically incorporated by
reference into such documents). Requests for such copies should be directed to  
Soligen Technologies, Inc., Attention: Chief Financial Officer, 19408 Londelius 
Street, Northridge, California 91324, telephone number (818) 718-1221.          

 TABLE OF CONTENTS
Available Information ........................................................3 
Incorporation of Certain Information by Reference.............................4 
Risk Factors..................................................................5 
The Company...................................................................9 
Selling Shareholders.........................................................10 
Plan of Distribution.........................................................17 
Use of Proceeds..............................................................18 
Legal Matters................................................................19 
Experts......................................................................19 

 - 3 -

424B3
4th Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 4th
 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 The following documents have been filed by the Company with the
Commission pursuant to the Exchange Act and are incorporated by reference in    
this Prospectus:                                                                

         1.       The Company's Annual Report on Form 10-KSB for the fiscal year
                 ended March 31, 1996 (the "1996 Annual Report") as filed with
           the Commission on June 17, 1996, and as amended by Form
              10-KSB/A-1 filed with the Commission on February 27, 1997;
       2.       The portions of the Company's Proxy Statement for the Annual
                Meeting of Shareholders held on July 14, 1996 that have been
        incorporated by reference in the 1996 Annual Report;
         3.       The description of the Company's Common Stock contained in the
                 Registration Statement on Form 10-SB (Reg. No. 1-12694) filed
                with the Commission pursuant to the Exchange Act on December
             20, 1993, including any amendment or report filed for the
purpose of updating such description;       

        4.       The Company's Report on Form 8-K filed with the Commission on
October 3, 1996;                            

         5.       The Company's Report on Form 10-QSB for the quarter ended June
           30, 1996, filed with the Commission on August 15, 1996;

    6.       The Company's Report on Form 10-QSB for the quarter ended
                 September 30, 1996, filed with the Commission on November 12,
          1996, and as amended by Form 10-QSB/A-1 filed with the
Commission on February 10, 1997; and        

    7.       The Company's Report on Form 10-QSB for the quarter ended
                December 31, 1996, filed with the Commission on February 10,
1997.                                       
       All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and   
prior to the termination of the offering of the Shares offered hereby shall be  
deemed to be incorporated by reference in this Prospectus and made a part hereof
from the date of filing of such documents.                                      

Any statement contained in this Prospectus or in any document 
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of the Registration Statement and this   
Prospectus to the extent that a statement contained in the Registration         
Statement and this Prospectus or any other subsequently filed document that also
is or is deemed to be incorporated herein by reference modifies or supersedes   
such statement. Any statement so modified or superseded shall not be deemed,    
except as so modified or superseded, to constitute a part of this Prospectus.   

-4- 

424B3
5th Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 5th
RISK FACTORS

         The purchase of the Shares involves a high degree of risk and should be
considered only by investors who can afford to sustain the loss of their entire 
investment. In analyzing this Offering, prospective investors should carefully  
consider the following factors, among others.                                   

HISTORY OF LOSSES FROM OPERATIONS                             
 The Company has incurred losses in each year since it commenced
operations in 1992. For the fiscal years ended March 31, 1996 and 1995 , the    
Company sustained losses of $2.172 million, or $.08 per share, and $1.992       
million, or $0.09 per share, respectively, on revenues of $2.815 million and    
$1.652 million respectively. Through March 31, 1996, the Company has incurred   
cumulative losses from inception of approximately $6.797 million. The Company   
continues to operate at a loss, and no assurance can be given that the Company  
can or will ever operate profitably. Accordingly, management has determined that
it is more likely than not that the Company will not generate sufficient taxable
income, through the year 2010, to realize the Company's current federal net     
operating loss carryforwards. The failure of the Company to develop a           
substantial customer base may adversely affect its ability to market its        
services to others, especially to major companies. The Company is also subject  
to the risks normally associated with a new business enterprise, including      
unforeseeable expenses, delays and complications.                               

CAPITAL REQUIREMENTS AND SOURCES OF LIQUIDITY                                   
      The Company requires significant funds to continue operations. As of
December 31, 1996, the Company had approximately $421,000 in cash. The Company  
does not expect current cash and cash equivalents to be adequate beyond June    
30, 1997. Therefore, until the Company operates profitably, as to which no      
assurance can be given, it will be necessary for the Company to obtain outside  
funding to fund operations.                                                     
   Since March 31, 1995, the Company has funded its operations through
the private sale of securities. The Company received net proceeds of $536,000   
from the private placement of securities which was completed in June 1995 and   
net proceeds of $2,616,000 from the private placement of securities completed   
on September 27, 1995 and January 31, 1996. The Company does not have any bank  
financing, and it does not believe that financing from a bank or other          
commercial lender is presently available to it.                                 

     On September 13, 1996, the Company completed a $750,000 convertible
debenture and warrant private placement financing in accordance with SEC        
Regulation S. The debentures are convertible by the holder into shares of the   
Company's common stock. The Company has the right to convert debentures at the  
rate of $50,000 per week beginning October 24, 1996, at a conversion price equal
to 75% of the average trading price of the Company's common stock on the        
American Stock Exchange (Emerging Company Market) for the five trading days     
preceding the date of conversion.                                               

-5- 

424B3
6th Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 6th

DEPENDENCE ON PROPRIETARY TECHNOLOGY AND LICENSES                               

The Company's DSPC System is based upon proprietary technology
developed by the Company and certain patent and other proprietary rights        
licensed to the Company by the Massachusetts Institute of Technology ("MIT")    
pursuant to a license agreement (the "License") dated October 18, 1991, and     
subsequently amended and restated on September 13, 1996. See "The Company."     
Pursuant to the License, Soligen, Inc., a wholly-owned subsidiary of the        
Company ("Soligen") has the exclusive world-wide right and license to use MIT's 
patented technology for the production of metal parts until October 1, 2006,    
and on a non-exclusive basis thereafter until the expiration of the last        
patent relating to the patented technology. Under the terms of the License, MIT 
has the right to terminate the License in the event the Company fails to        
achieve certain minimum levels of cumulative sales discussed below in the       
section entitled "The Company."                                                 

     The Company has filed a patent application for certain technologies
embodied in the DSPC System. However, no assurance can be given that such       
application will be granted. Furthermore, others may develop technologies, which
may or may not be patented, which perform the same or similar functions as the  
Company's products. Moreover, the terms of the License require the Company to   
grant MIT a perpetual, royalty-free License on a non-exclusive basis with       
respect to such technologies. Although the Company has signed non-disclosure    
agreements with its employees and others to whom it discloses non-patented      
proprietary information, no assurance can be given that such protection will be 
sufficient. The unauthorized use of the Company's proprietary technology and    
other proprietary information may have a materially adverse effect upon its     
business.                                                                       

EFFECT OF TECHNOLOGICAL ADVANCES; POSSIBLE OBSOLESCENCE                         

      It is possible that new technology may develop in a manner which may
make the Company's products obsolete and that competitors may develop           
alternative technologies which are not covered by the patents or technology     
licensed to the Company. The failure of the Company to obtain access to such    
technology, or to develop further enhancement to its technology, could have a   
materially adverse effect on the Company.                                       

RISKS OF THIRD PARTY CLAIMS OF INFRINGEMENT                                     

    In February 1994, DTM Corporation of Austin, Texas ("DTM") filed a
lawsuit against Soligen, alleging infringement of a United States patent of     
which DTM is the assignee (the "Housholder" patent). An agreement was signed    
during the quarter ended September 3, 1995, settling the patent infringement    
lawsuit and resolving, without further litigation by DTM, related patent        
disputes between DTM and MIT that impacted both Soligen and other MIT licensees 
of Three Dimensional Printing (3DP(TM)) technology. The Agreement provides for  
the issuance of 50,000 shares of the Company's common stock to DTM, and the     
issuance of an additional 50,000 shares contingent upon the final outcome of the
pending petition for reexamination of the Housholder patent. The Agreement does 

-6- 

424B3
7th Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 7th

not provide for any cash payments from the Company to DTM. The first 50,000     
shares have been issued to DTM. As the number of competitors manufacturing metal
parts increases, overlapping technologies will become more likely. There can be 
no assurance that third parties will not assert infringement claims against the 
Company or Soligen in the future, that assertion of such claims will not result 
in litigation or that the Company would prevail in such litigation or be able to
obtain a license for the use of any infringed intellectual property from a third
party on commercially reasonable terms. Furthermore, litigation, regardless of  
its outcome, could result in substantial costs to the Company and divert        
management's attention from the Company's operations. Any infringement claim or 
litigation against the Company could, therefore, materially and adversely affect
the Company's business, operating results and financial condition.              

COMPETITION                                                                     

         The Company's primary sources of revenue are the manufacture of complex
metal parts using DSPC technology and the operation of its aluminum foundry and 
machine shop. The Company competes with numerous other foundries and companies  
which manufacture metal parts for industry. The Company has not yet generated   
any significant market acceptance for its products. Competition is based on cost
and the ability to meet the customer's time requirements and product            
specifications. With manufacturing companies seeking to purchase components on a
"just in time" schedule, the ability of a parts manufacturer to meet the        
required schedule at a reasonable cost places a premium on efficiency in        
manufacturing and delivering the parts. The Company's competitors include major 
companies, which have substantially greater financial, technical and marketing  
resources than the Company, as well as a number of small and medium-sized       
companies that manufacture metal parts. No assurance can be given that the      
Company will be able to compete successfully with such competitors.             

PRODUCTS NOT PROVEN IN CONTINUING USE                                           

      The DSPC System has been in commercial use by the Company only since
January 1995. No assurance can be given that the Company's DSPC System will     
operate free from maintenance or other performance problems for sustained       
periods of time.                                                                

DEPENDENCE ON KEY PERSONNEL                                                     

       The Company's business is largely dependent upon its senior executive
officer, Mr. Yehoram Uziel, President, Chairman of the Board and Chief Executive
Officer. The loss of service of Mr. Uziel or other key employees could have a   
material adverse effect upon the Company's business and prospects. In order to  
develop its business, the Company will require additional key technical and     
marketing personnel. The market for qualified personnel is highly competitive,  
and the Company will compete with some of the major computer, communications and
software companies as well as major corporations hiring in-house staff, in      
seeking to hire such employees, and no assurance can be given as to the ability 
of the Company to employ such persons.                                          

-7- 

424B3
8th Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 8th
LIMITED MARKET FOR COMMON STOCK; PRICE VOLATILITY                               

      The Company's Common Stock is traded on the Vancouver Stock Exchange
and the American Stock Exchange's Emerging Company Marketplace (the "ECM"). The 
Common Stock has been subject to a relatively high degree of price volatility,  
and during June 1995, trading was halted on both exchanges for three days       
pending release of certain information regarding a private placement.           
Furthermore, the Shares offered hereunder constitute approximately 56.7% of the 
total issued and outstanding common stock of the Company on a fully diluted     
basis. No prediction can be made as to the effect, if any, that future sales of 
the Shares or the availability of Shares for future sale will have on the       
prevailing market price for the Company's common stock. Sales of substantial    
amounts of the Shares in the public market, or the perception that such sales   
might occur, could adversely affect the prevailing market price of the Company's
common stock.                                                                   

POSSIBLE DELISTING OF COMMON STOCK FROM THE ECM; MARKET ILLIQUIDITY             

      The Company's Common Stock is listed on the Vancouver Stock Exchange
and the ECM. The ECM requires, as a condition for continued listing, that (i)   
the Company maintain at least $2 million in total assets and $1 million in      
capital and surplus; (ii) the minimum price of the Common Stock be $1.00 per    
share, provided that the price may be below $1.00 so long as capital surplus is 
at least $2 million; (iii) at least 250,000 shares be in the public float valued
at $1 million or more; and (iv) the Common Stock be held by at least 300 public 
holders. As of December 31, 1996 the Common Stock was trading below $1.00 and   
the Company had capital surplus of $1,154,000. Therefore, as of that date the   
Company did not meet the ECM's maintenance requirements of $2 million in        
capital surplus. During the month of January, 1997 the trading price of         
the Common Stock fluctuated between a high of approximately $.9375 and a low    
of $.50. In the event the Company is delisted from the ECM, trading, if any, in 
such securities would thereafter be conducted, in addition to the Vancouver     
Stock Exchange, in the over-the-counter market in the so-called "pink sheets" or
the Nasdaq's "Electronic Bulletin Board." Consequently, the liquidity of the    
Company's securities could be impaired, not only in the number of securities    
which could be bought and sold, but also through delays in the timing of        
transactions, reduction in security analysts' and the news media's coverage of  
the Company, and lower prices for the Company's securities than might otherwise 
be attained.                                                                    

RISKS OF LOW-PRICED STOCKS; PENNY STOCK REGULATIONS                             

   If the Company's securities were delisted from the ECM (See "Risk
Factors -- Possible Delisting of Securities from the ECM; Market Illiquidity"), 
they may become subject to Rule 15g-9 under the Exchange Act, which imposes     
additional sales practice requirements on broker-dealers which sell such        
securities to persons other than established customers and institutional        
accredited investors. For transactions covered by this rule, a broker-dealer    
must make a special suitability determination for the purchaser and have        
received the purchaser's written consent to the transaction prior to sale.      
Consequently, the rule may affect the ability of broker-dealers to sell the     
Company's Common Stock and may affect the ability to sell any of the Common     
Stock in the secondary market.                                                  

        The Commission has adopted regulations which define a "penny stock" to
be any equity security that has a market price (as therein defined) less than   
$5.00 per share or with an                                                      

-8- 

424B3
9th Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 9th
exercise price of less than $5.00 per share, subject to certain exceptions. For 
any transaction involving a penny stock, unless exempt, the rules require       
delivery, prior to any transaction in a penny stock, of a disclosure schedule,  
prepared by the Commission relating to the penny stock market. Disclosure is    
also required to be made about commissions payable to both the broker-dealer and
the registered representative and current quotations for the securities.        
Finally, monthly statements are required to be sent disclosing recent price     
information for the penny stock held in the account and information on the      
limited market in penny stocks.                                                 

  If the Company's Common Stock were subject to the rules on penny
stocks, the market liquidity for the Common Stock could be adversely affected.  

NO DIVIDENDS ANTICIPATED                                                        

        The Company has never paid any cash dividends on its Common Stock. The
Company presently intends to retain future earnings, if any, in order to provide
funds for use in the operation and expansion of its business and, accordingly,  
does not anticipate paying cash dividends on its Common Stock in the foreseeable
future.                                                                         

 THE COMPANY

        The Company is a Wyoming corporation, which was organized in 1993. The
Company's wholly-owned subsidiary, Soligen, Inc. ("Soligen"), is a Delaware     
corporation which was organized in 1991 and commenced operations in 1992. The   
Company is the successor to an inactive British Columbia corporation organized  
in 1988 under the name Pars Resources Ltd., which name was subsequently changed 
to WDF Capital Corp. In connection with its reincorporation in Wyoming in 1993, 
the Company changed its name to Soligen Technologies, Inc. The Company's        
principal executive office is located at 19408 Londelius Street, Northridge,    
California 91324, telephone (818) 718-1221. References to the Company include   
Soligen Technologies, Inc., and its subsidiaries and predecessors unless the    
context indicates otherwise. "DSPC"(R)                                          
and "Parts Now"(R) are registered trademarks of the Company.                  
"3DP"(TM) is a trademark of MIT.                                                

    The Company has developed a proprietary technology known as Direct
Shell Production Casting ("DSPC"). This technology is embodied in the Company's 
DSPC 300 System (the "DSPC System"), which produces ceramic molds directly from 
Computer Aided Design ("CAD") files. These ceramic molds are used to cast metal 
parts and tooling which conform to the CAD design. The Company's DSPC System is 
based upon proprietary technology developed by the Company and certain patent   
and other proprietary rights licensed to Soligen, Inc. ("Soligen"), a           
wholly-owned subsidiary of the Company, by the Massachusetts Institute of       
Technology ("MIT") pursuant to a license agreement (the "License") dated October
18, 1991, and subsequently amended and restated on September 13, 1996. Pursuant 
to the License, MIT granted Soligen an exclusive, world-wide license to         
develop, manufacture, market and sell products utilizing certain technology and 
processes for the production of metal parts patented by MIT until October 1,    
2006, and on a non-exclusive basis thereafter until the expiration of the last  
patent relating to the licensed technology.                                     

     Under the terms of the License, Soligen is required to generate the
following minimum sales cumulative levels:                                      

-9- 

424B3
10th Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 10th

                                                                 Minimum Level
                                    Period                      Cumulative Sales
--------------------------------------------------------------------------------

                         March 1996 - March 1997                   $ 3,000,000
--------------------------------------------------------------------------------
                         March 1997 - March 1998                   $ 3,500,000
--------------------------------------------------------------------------------
                         March 1998 - March 1999                   $ 4,000,000
--------------------------------------------------------------------------------
                         March 1999 - March 2000                   $ 4,500,000
--------------------------------------------------------------------------------
                         March 2000 - March 2001                   $ 5,000,000
--------------------------------------------------------------------------------
                         March 2001 - March 2002                   $ 6,000,000
--------------------------------------------------------------------------------
                         March 2002 - March 2003                   $ 8,000,000
--------------------------------------------------------------------------------
March 2003 - March 2004     
--------------------------------------------------                              
                         and each year thereafter                  $10,000,000
--------------------------------------------------------------------------------

Soligen has an obligation to pay MIT a royalty in the amount of 4.5% of "Net    
Sales" on a quarterly basis, reduced to 2.5% when cumulative royalties of       
$500,000 have been paid. In addition, Soligen must pay a minimum annual royalty 
of $50,000 due on December 31, 1994 and December 31 in each year thereafter.    
However, through December 31, 1998, MIT has waived this annual minimum royalty  
of $50,000. The License provides that if Soligen fails to perform the sales     
minimums or pay the obligations delineated above, such failure will be grounds  
for MIT to terminate the License on 90 days' notice to Soligen. Soligen had     
total revenues for the fiscal year ended March 31, 1996 of $2.8 million.        

        The Company believes that it is the only producer of parts and tooling
with access to technology which allows for the rapid creation of ceramic molds  
directly from CAD files. These ceramic molds are then used to cast              
fully-functional parts conforming to the CAD design. This unique capability     
distinguishes the DSPC System from rapid prototyping technologies, which are    
characterized by the ability to produce non-functional, three-dimensional       
representations of parts from CAD files.                                        

         The Company believes that the rapid mold production capabilities of the
DSPC System provide a substantial competitive advantage over existing producers 
of metal parts and tooling. Use of the DSPC System eliminates the need to       
produce tooling for limited runs of metal parts, thereby reducing both the time 
and the labor otherwise required to produce the parts. For larger production    
runs, the DSPC System is used to produce the tooling required to cast the parts.
To capitalize on this advantage, the Company's "Parts Now" strategy is to form a
network of rapid response production facilities owned either by the Company or  
by licensed third parties. These facilities include DSPC production facilities  
and foundries with in-house machine shops. The Company intends to establish     
itself as a leading manufacturer of metal parts by providing a seamless         
transition from CAD file to finished part.                                      

         To further its Parts Now strategy, in June 1994 the Company acquired an
aluminum foundry and machine shop located in Santa Ana, California. The first   
DSPC production center for Parts Now has been in operation at the Company's     
headquarters in Northridge, California since January 1995. At the DSPC          
production facility, the Company uses CAD files obtained from customers to      
produce ceramic molds. The CAD file can be transmitted by modem, internet or    
delivery of a standard disk or tape. Metal is then cast into the ceramic molds  
in a foundry to yield metal parts identical to the respective customer CAD      
files. The parts are cast either at the Company's aluminum foundry or at other  
foundries. The Company also offers its DSPC equipment to major industrial       
companies, who can use it to make their own ceramic molds.                      

-10-

424B3
11th Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 11th
SELLING SHAREHOLDERS  

         The following table sets forth certain information with respect to each
Selling Shareholder and the Shares beneficially owned and to be offered under   
this Prospectus from time to time thereby. Because the Selling Shareholders may 
sell all or part of their Shares pursuant to this Prospectus, and the offering  
of the Shares is not being underwritten, no estimate can be given as to the     
number of and percentage of Shares that will be owned by the Selling            
Shareholders upon termination of the offering.                                  

-11-

424B3
12th Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 12th

                                                        [Enlarge/Download Table]


                                                                                   APPROXIMATE  
                                               SHARES OWNED OR                    PERCENTAGE OF 
                              SHARES OWNED OR    SUBJECT TO      SHARES OWNED      SHARES OWNED,
                                SUBJECT TO        WARRANTS       ASSUMING ALL      ASSUMING ALL 
         SHARE-               WARRANTS PRIOR     INCLUDED IN      REGISTERED        REGISTERED  
         HOLDER                TO OFFERING         OFFERING     SHARES ARE SOLD  SHARES ARE SOLD
         ------                -----------         --------     ---------------  ---------------

                                                                                                
Adizes, Ichak (1)                700,000          700,000              0                *       

Arno A. Roscher, M.D.                                                                           
Employee Pension Plan            400,000          400,000              0                *       

Bear Stearns Securities                                                                         
Corp., as Custodian              100,000          100,000              0                *       
James D. Gerson IRA                                                                             

Benjamin, Donald H.              100,000          100,000              0                *       

Bershad, David J.                110,000          110,000              0                *       

C.H.O. Enterprises, Inc. (2)     400,000          400,000              0                *       

Cherchio, Richard                100,000          100,000              0                *       

Choon, Kek Hwa                    80,000           80,000              0                *       

Choppin, Rachel Gal (3)           30,180           20,000            10,180             *       

Clement E. Galante,                                                                             
Trustee f/b/o/ Clement            34,000           20,000            14,000             *       
Galante u/a/d 10/22/90                                                                          

Cording, Ron                      50,000           50,000              0                *       

Dafna Slonim Profit                                                                             
Sharing Plan (4)                 200,000          200,000              0                *       

Daniel Jones Associates                                                                         
Defined Benefit Pension          110,000          110,000              0                *       
Plan                                                                                            

DBN Investment Company           200,000          200,000              0                *       

Eagle Brook School               100,000          100,000              0                *       

Edelson Technology                                                                              
Partners III (5)               4,000,000        4,000,000              0                *       

Friedman, Kenneth T. (6)         200,000          200,000              0                *       

Fuhrman, Gary                    200,000          200,000              0                *       

Fundamental Growth                                                                              
Partners Ltd.                    220,000          220,000              0                *       

-12-

424B3
13th Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 13th

                                                        [Enlarge/Download Table]


                                                                                   APPROXIMATE  
                                               SHARES OWNED OR                    PERCENTAGE OF 
                              SHARES OWNED OR    SUBJECT TO      SHARES OWNED      SHARES OWNED,
                                SUBJECT TO        WARRANTS       ASSUMING ALL      ASSUMING ALL 
         SHARE-               WARRANTS PRIOR     INCLUDED IN      REGISTERED        REGISTERED  
         HOLDER                TO OFFERING         OFFERING     SHARES ARE SOLD  SHARES ARE SOLD
         ------                -----------         --------     ---------------  ---------------

                                                                                                
Gerard, Emanuel IRA              400,000          400,000              0                *       

Gerard Klauer Mattison                                                                          
& Co. LLC                        200,000          200,000              0                *       
(7)                                                                                             

Germinario, John A.               55,000           55,000              0                *       

GGW Holdings                     110,000          110,000              0                *       

Gil Apel/Alfred                                                                                 
Nissan/Yitzak E. Nissim          200,000          200,000              0                *       
Partnership                                                                                     

Goldstein, Jerome                200,000          200,000              0                *       

Goldstein, Richard B.                                                                           
and Kathleen L.                   55,000           55,000              0                *       
(JTWROS)(8)                                                                                     

Goodman, George J.W.              40,000           40,000              0                *       

Green, Catherine                 200,000          200,000              0                *       

Green, Louis M.                  200,000          200,000              0                *       

Hankin, Yaron                     20,000           20,000              0                *       

Hastings Holdings Limited        440,000          440,000              0                *       

Haviv, Yoram Moshe               400,000          400,000              0                *       

Hedge Fund Partners, Ltd.        220,000          220,000              0                *       

Highland Resources Co.                                                                          
Profit Sharing Plan(9)           120,000          100,000            20,000             *       

Intergroup Corporation (The)     200,000          200,000              0                *       

Jacobson, Joel                    66,000           66,000              0                *       

Jaffe, Michelle                  200,000          200,000              0                *       

Jane H. Galante, Trustee                                                                        
of Jane H. Galante Trust          20,000           20,000              0                *       
dated 7/31/89                                                                                   

Keydar, Gidcon                    40,000           40,000              0                *       

Lahad, Shlomit                   140,000          140,000              0                *       

-13-

424B3
14th Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 14th

                                                        [Enlarge/Download Table]


                                                                                  APPROXIMATE  
                                              SHARES OWNED OR                    PERCENTAGE OF 
                             SHARES OWNED OR    SUBJECT TO      SHARES OWNED      SHARES OWNED,
                               SUBJECT TO        WARRANTS       ASSUMING ALL      ASSUMING ALL 
         SHARE-              WARRANTS PRIOR     INCLUDED IN      REGISTERED        REGISTERED  
         HOLDER               TO OFFERING         OFFERING     SHARES ARE SOLD  SHARES ARE SOLD
         ------               -----------         --------     ---------------  ---------------

                                                                                               
Liebermann, Moshe               200,000          200,000              0                *       

Liron, Avraham                   80,000           80,000              0                *       

Lorch, Timothy R.               110,000          110,000              0                *       

Low, Nathan A.                  300,000          300,000              0                *       

Lucy, William                    45,800           40,000            5,800              *       

Malkin, Gary S.                 100,000          100,000              0                *       

Mark W. & Mary                                                                                 
Dowley Family Trust                                                                            
(10)                            240,000          240,000              0                *       

Mattison, William C.,                                                                          
Jr. IRA (7)                     400,000          400,000              0                *       

Melamed, Dorice                  20,000           20,000              0                *       

Melamed, Jacob                   20,000           20,000              0                *       

Monahan, Stephen                400,000          400,000              0                *       

Nazarian, Nasser                 60,000           60,000              0                *       

Nordic Resources Corp.          100,000          100,000              0                *       

Oestreich, David A. (2)         200,000          200,000              0                *       

Oestreich-Kend, Joan E. (2)     200,000          200,000              0                *       

Paine Weber as IRA                                                                             
Custodian for Walter J.         144,000          144,000              0                *       
Schulte (11)                                                                                   

Perelson, Samuel S.             100,000          100,000              0                *       

Rapaport, Ruth                  120,000          120,000              0                *       

Raviv, Shlomo                    88,000           88,000              0                *       

RCS, Inc.                       220,000          220,000              0                *       

Rosenberg, Ilan                  40,000           40,000              0                *       

Salimpour, Pejman               200,000          200,000              0                *       

-14-

424B3
15th Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 15th

                                                        [Enlarge/Download Table]


                                                                               APPROXIMATE  
                                           SHARES OWNED OR                    PERCENTAGE OF 
                          SHARES OWNED OR    SUBJECT TO      SHARES OWNED      SHARES OWNED,
                            SUBJECT TO        WARRANTS       ASSUMING ALL      ASSUMING ALL 
         SHARE-           WARRANTS PRIOR     INCLUDED IN      REGISTERED        REGISTERED  
         HOLDER            TO OFFERING         OFFERING     SHARES ARE SOLD  SHARES ARE SOLD
         ------            -----------         --------     ---------------  ---------------

                                                                                            
Salsburg, Richard M.         200,000          200,000              0                *       

Schreiber, Daniel J.         100,000          100,000              0                *       

Schulte, Walter J. (11)       20,119           20,000             119               *       

Shomrat, Dror                 40,000           40,000              0                *       

Sharon, Avner                 40,000           40,000              0                *       

Siegrist, Reinhard           200,000          200,000              0                *       

Silver, Howard (9)           100,000          100,000              0                *       

Simmons, James M.            200,000          200,000              0                *       

Slonim, Daphna, M.D. (4)     100,000          100,000              0                *       

Spier, William             1,000,000        1,000,000              0                *       

Sterling Capital LLC         200,000          200,000              0                *       

Sylvano, Inc.                220,000          220,000              0                *       

Taub, Chaim (12)             200,000          200,000              0                *       

Ulirsch, Rudolf, M.D.        160,000          100,000            60,000             *       

Union Communications         200,000          200,000              0                *       

Uri or Simona                                                                               
Gronemann JTWROS              30,000           30,000              0                *       

Uziel, Yehoram (13)        7,705,585           20,000          7,685,585          24.44%    

Weiner, Ronald G. (14)       105,000          100,000            5,000              *       

Westergaard Publishing                                                                      
Corporation                   30,000           30,000              0                *       

Wiley-Bonda Trust dated                                                                     
9/17/94 (The)                110,000          110,000              0                *       

Winfield, John V.            200,000          200,000              0                *       

TOTAL                     25,408,684       17,828,000          7,800,684                    

----------------------------                                                    

*     Represents less than 1% of total outstanding shares of the Company's      
common stock.                                                       

(1)   Ichak Adizes provides consulting services to the Company and in connection
   therewith has been granted options under the Company's 1993 Amended and
Restated Stock Option Plan.                                         

-15-

424B3
16th Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 16th
(2)   David A. Oestreich and Joan E. Oestreich-Kend are the President and       
     Assistant Treasurer, respectively of C.H.O. Enterprises, Inc. Each of Mr.
   Oestreich and Ms. Oestreich-Kend is also the direct beneficial owner of
shares included in this offering.                                   

(3)   Rachel Gal Choppin serves as the Company's outside human resources manager
     for which the Company pays her $500 per month and has granted her options
under the Company's 1993 Amended and Restated Stock Option Plan.    

(4)   Daphna Slonim owns shares of the Company's common stock directly as well  
as indirectly, through Daphna Slonim Profit Sharing Plan.           

(5)   Harry Edelson, a general partner of Edelson Technology Partners III,      
provides consulting services to the Company.                        
(6)   Kenneth T. Friedman is a director of the Company. He also provides        
   consulting services to the Company and in connection therewith has been
      granted options under the Company's 1993 Amended and Restated Stock Option
   Plan. He had also acted as placement agent in connection with a private
placement completed in September, 1996.                             
(7)   Gerard Klauer Mattison & Co. LLC ("GKM") acted as placement agent in      
     connection with a recent private placement of the Company's common stock.
      In connection therewith, GKM received compensation in the form of fees and
     discounts as well as common stock share purchase warrants. Emanuel Gerard
    and William Mattison are each principals of GKM and each indirectly owns
shares included in this offering.                                   

(8)   Richard B. Goldstein has provided consulting services to the Company and  
     in connection therewith has been granted options under the Company's 1993
Amended and Restated Stock Option Plan.                             

(9)   Howard Silver is the trustee of Highland Resources Co. Profit Sharing     
    Plan. Mr. Silver and Highland Resources Co. Profit Sharing Plan each own
      shares which are included in this offering. Mr. Silver is also the trustee
 of Highland Resources Co. Pension Plan which owns 5,000 shares of the
Company's common stock. In addition, Mr. Silver provides consulting 
services to the Company and in connection therewith has been granted
    options under the Company's 1993 Amended and Restated Stock Option Plan.

(10)  Mark Dowley is a director of the Company, Soligen, Inc., a wholly-owned   
  subsidiary of the Company ("Soligen"), and Altop, Inc., a wholly-owned
subsidiary of the Company ("Altop").                                

(11)  Walter J. Schulte is the former Chief Financial Officer, Vice President   
 and Secretary. Mr. Schulte is also the former Chief Financial Officer
   and Vice President of Soligen. Mr. Schulte owns shares of the Company's
    common stock directly as well as indirectly, through Paine Weber, as IRA
Custodian for Walter J. Schulte.                                    

(12)  Chaim Taub has provided consulting services to the Company and in         
  connection therewith has been granted options under the Company's 1993
Amended and Restated Stock Option Plan.                             

(13)  Yehoram Uziel is a director and the Chairman of the Board, Chief Executive
      Officer and President of the Company. Mr. Uziel is also a director and the
     Chief Executive Officer and President of Soligen. Finally, Mr. Uziel is a
   director and the Chief Executive Officer and Chief Financial Officer of
Altop.                                                              

(14)  Ronald G. Weiner provides consulting services to the Company and in       
  connection therewith has been granted options under the Company's 1993
      Amended and Restated Stock Option Plan (the "1993 Plan"). In addition, Mr.
    Weiner's wife, Vicki M. Weiner, is the owner of VMW, Inc., the Company's
      public relations firm. The Company pays VMW, Inc. $3,000 per month for its
  services, and Ms. Weiner has been granted options under the 1993 Plan.

Except as provided above, during the past three years, no Selling Shareholder   
has held any position or office, or had any material relationship, with the     
Company or any of its predecessors or affiliates.                               

       The Shares were purchased by the Selling Shareholders pursuant to one
or more of the following transactions:                                          

     (A) Pursuant to a private placement in which closings occurred from
     December 2, 1994 through April 28, 1995, the Company sold 2,390,000
       units, each consisting of one share of Common Stock, one half a Class
     "A" nontransferable share purchase warrant and one half a Class "B"
        nontransferable share purchase warrant. One Class "A" warrant entitles
    the purchaser to purchase one share of Common Stock at an exercise
        price of $1.25 per share. One Class "B" warrant entitles the purchaser
         to purchase one share of Common Stock at an exercise price of $2.50 per

-16-

424B3
17th Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 17th
        share. In connection with this transaction, the Company received gross
proceeds of $1,195,000.                                       

         (B) Pursuant to a private placement completed in June 1995, the Company
         sold 1,090,000 units, each consisting of one share of Common Stock, one
     Class "C" nontransferable share purchase warrant and one-fifth of a
         Class "D" nontransferable share purchase warrant. One Class "C" warrant
    entitles the purchaser to purchase one share of Common Stock at an
       exercise price of $1.50 per share. One Class "D" warrant entitles the
         purchaser to purchase one share of Common Stock at an exercise price of
   $0.75 per share. In connection with this transaction, the Company
received net proceeds of $536,000.                            

   (C) Pursuant to a private placement in which closings occurred on
        September 27, 1995 and January 31, 1996, the Company sold 53.25 units,
    each unit consisting of 100,000 shares of Common Stock and 100,000
     Class "E" or Class "G" nontransferable share purchase warrants. One
   Class "E" warrant entitles the purchaser to purchase one share of
   Common Stock at an exercise price of $1.50. One Class "G" warrant
    entitles the purchaser to purchase one share of Common Stock at an
       exercise price of $1.00 ($0.90 in the event the Company exercises its
      redemption rights). In connection with this transaction, the Company
received net proceeds of $2,616,000.                          

    The foregoing sales were made without registration pursuant to the
exemption available under Section 4(2) of the Securities Act of 1933 (the       
"Securities Act") applicable to transactions not involving a public offering or 
pursuant to the terms and provisions of Regulation D promulgated by the         
Securities and Exchange Commission. The following factors were relied upon by   
the Company to establish the availability of this exemption for the sales of    
securities described above: (1) each purchaser was an accredited investor or was
sophisticated in relation to his or her investment; (2) each purchaser gave     
written assurance of investment intent; (3) share certificates or warrants      
included legends referring to restrictions on transfer; (4) sales were made to a
limited number of persons; and (5) each purchaser was given, or had full access 
to, all material information regarding the Company and the security necessary to
make an informed decision.                                                      
      The Company agreed to use its best efforts to register the shares of
Common Stock sold, or issuable upon exercise of warrants sold, in connection    
with the private placement described in item (C) above under the Securities Act 
and applicable state securities laws. Pursuant to the private placement         
described in items (A) and (B) above, if the Company proposes to register any of
its securities under the Securities Act, either for its own account or for the  
account of others, holders of shares purchased in such private placements are   
entitled to notice of such registration and are entitled to include such shares 
therein. All fees, costs and expenses of such registration, other than          
underwriting discounts and commissioners, are to be borne by the Company.       

PLAN OF DISTRIBUTION

      Any distribution hereunder of the Shares by the Selling Shareholders
may be effected from time to time in one or more of the following transactions: 
(a) through brokers acting as principal or agent, in transactions (which may    
involve block transactions), in special offerings, on the ECM, in the           
over-the-counter market, or otherwise, at market prices obtainable at the time  
of sale, at prices related to such prevailing market prices, at negotiated      
prices or at fixed prices, (b)                                                  

-17-

424B3
18th Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 18th
to underwriters who will acquire Shares for their own account and resell such   
Shares in one or more transactions, including negotiated transactions, at a     
fixed public offering price or at varying prices determined at the time of sale 
(any public offering price and any discount or concessions allowed or reallowed 
or paid to dealers may be changed from time to time), (c) directly or through   
brokers or agents in private sales at negotiated prices, (d) to lenders to whom 
such Shares may have been pledged as collateral to secure loans, credit or other
financing arrangements upon any subsequent foreclosure, if any, thereunder, or  
(e) by any other legally available means. Also, offers to purchase the Shares   
may be solicited by agents designated by the Selling Shareholders from time to  
time. Underwriters or other agents participating in an offering made pursuant to
this Prospectus (as amended or supplemented from time to time) may receive      
underwriting discounts and commissions under the Securities Act, and discounts  
or concessions may be allowed or reallowed or paid to dealers, and brokers or   
agents participating in such transactions may receive brokerage or agent's      
commissions or fees.                                                            

         The Company has advised each Selling Shareholder that he or she and any
such brokers, dealers or agents who effect a sale of the Shares are subject to  
the prospectus delivery requirements under the Securities Act. At the time a    
particular offering of any Shares is made hereunder, to the extent required by  
law, a Prospectus Supplement will be distributed which will set forth the amount
of Shares being offered and the terms of the offering, including the purchase   
price or public offering price, the name or names of any underwriters, dealers  
or agents, the purchase price paid by any underwriter for any Shares purchased  
from the Selling Shareholders and any discounts, commissions or concessions     
allowed or filed or paid to dealers. The Company also has advised each Selling  
Shareholder that in the event of a "distribution" of his or her Shares, such    
Selling Shareholder and any broker, dealer or agent who participates in such    
distribution may be subject to applicable provisions of the Exchange Act and the
rules and regulations thereunder, including without limitation Rule 10b-6.      

   In order to comply with the securities laws of certain states, if
applicable, the Shares will be sold hereunder in such jurisdictions only        
through registered or licensed brokers or dealers. In addition, in certain      
states the Shares may not be sold hereunder unless the Shares have been         
registered or qualified for sale in such state or an exemption from             
registration or qualification is available and complied with.                   

       The Company has been advised that, as of the date hereof, the Selling
Shareholders have made no arrangement with any broker for the sale of their     
Shares. The Selling Shareholders and any underwriters, brokers or dealers       
involved in the sale of the Shares may be considered "underwriters" as that term
is defined by the Securities Act, although the Selling Shareholders and such    
brokers and dealers disclaim such status.                                       

         Any Shares covered by this Prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than        
pursuant to this Prospectus.                                                    

 USE OF PROCEEDS

      The proceeds from the sale of each Selling Shareholder's Shares will
belong to the Selling Shareholders. The Company will receive none of the        
proceeds from sales of the Shares by the Selling Shareholders.                  

-18-

424B3
19th Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 19th
 LEGAL MATTERS

       The validity of the Shares offered hereby will be passed upon for the
Company by Garvey, Schubert & Barer, Seattle, Washington.                       

 EXPERTS

         The audited financial statements and schedules of Soligen Technologies,
Inc. incorporated by reference in this Prospectus and elsewhere in the          
Registration Statement have been audited by Arthur Andersen LLP, independent    
public accountants, as indicated in their reports with respect thereto, and are 
incorporated by reference herein in reliance upon the authority of said firm as 
experts in accounting and auditing.                                             

-19-

424B3
20th Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 20th
=============================================================================== 

PROSPECTUS SUPPLEMENT NO. 1 
FILED PURSUANT TO RULE 424(b)(3)
TO PROSPECTUS DATED 
APRIL 14, 1997

SOLIGEN TECHNOLOGIES, INC.

17,608,000 Shares of Common Stock 

The Date of this Prospectus 
Supplement is May 16, 1997

=============================================================================== 

424B3
21st Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 21st
     On May 16, 1997, Soligen Technologies, Inc. (the "Company"), filed an
Issuer Tender Offer Statement on Form 13E-4 with the Securities Exchange        
Commission and notified the holders of all outstanding warrants (Series A-G)    
(the "Existing Warrants") of the following amended terms:                       

Existing Warrants.  As of the date hereof, the Company has the  
following Warrants outstanding ("Existing Warrants"):                           

CURRENT TERMS 

                                                                [Download Table]

===============================================================================
Class           Number of Warrants        Exercise Price        Expiration Date
-------------------------------------------------------------------------------
                                                                               
  A                 1,195,000                 $1.25                 4/14/98    
-------------------------------------------------------------------------------
  B                 1,195,000                 $2.50                 4/14/98    
-------------------------------------------------------------------------------
  C                   990,000                 $1.50                  6/9/97*   
-------------------------------------------------------------------------------
  D                   198,000                 $0.75                  6/9/97*   
-------------------------------------------------------------------------------
  E                 3,325,000                 $1.50                 1/14/00    
-------------------------------------------------------------------------------
  F                   532,000                 $0.55                 1/26/01    
-------------------------------------------------------------------------------
  G                 2,000,000                 $0.90                 1/14/00    
-------------------------------------------------------------------------------
Total               9,435,000                                                  
===============================================================================

*       Exercise period of Class C and Class D Warrants has been extended to    
June 30, 1997.                                                                  

   Amended Terms.  The Company is seeking the exercise of all Existing
Warrants by amending the terms of the Existing Warrants to include the following
exercise and exchange provisions:                                               

(i)     Exercise Offer.  The Company is offering the holders of 
Existing Warrants ("Holders") the option to exercise all Existing Warrants at a 
reduced exercise price of $0.50 per share. Alternatively, at Holder's option,   
Holders may exercise Existing Warrants at $0.45 per share if they agree to      
restrict marketability of the exercised shares for six (6) months from the date 
of the exercise. This Exercise Offer will be available to Holders if and only   
if they exercise their Existing Warrants on or prior to June 30, 1997, unless   
such date is extended by the Company. Partial exercise of a Holder's Existing   
Warrants according to these terms will be permitted. The exercise period of the 
Class C and Class D Warrants has been extended to June 30, 1997 in order to     
allow the Holders of such warrants an opportunity to exercise warrants on these 
amended terms.                                                                  

  (ii)    Exchange Offer.  Alternatively, Holders may exchange their
Existing Warrants for Common Stock at the exchange ratios indicated in the      
following table:                                                                

424B3
Last Page of 22
TOC
1st
Previous
Next
↓Bottom
Just 22nd
TERMS OF OFFER

                                                                [Download Table]

=====================================================================
      Class      Number of       Exercise           Exchange         
                  Warrants        Price*             Ratio           
                                                 Warrants/shares     
---------------------------------------------------------------------
                                                                     
        A        1,195,000         $0.50              10:1           
---------------------------------------------------------------------
        B        1,195,000         $0.50              20:1           
---------------------------------------------------------------------
        C          990,000         $0.50              12:1           
---------------------------------------------------------------------
        D          198,000         $0.50               6:1           
---------------------------------------------------------------------
        E        3,325,000         $0.50               8:1           
---------------------------------------------------------------------
        F          532,000         $0.50               2:1           
---------------------------------------------------------------------
        G        2,000,000         $0.50               5:1           
---------------------------------------------------------------------
      Total      9,435,000                                           
=====================================================================

*  Shareholders who agree to restrict their exercised shares' marketability     
for six (6) months have the right to exercise their warrants for $0.45    
per share.                                                                

The Exchange Offer will be available if and only if it is exercised on or       
before June 30, 1997, unless such date is extended by the Company. Partial      
exchange of a Holder's Existing Warrants according to these terms will be       
permitted only if the Holder exercises the remaining portion of the Warrants    
according to the Exercise Offer. Existing Warrants not exercised or exchanged   
under the Exercise Offer or the Exchange Offer will remain outstanding and,     
with the exception of Class C and Class D Warrants (which expire at the close   
of business on June 30, 1997), will remain exercisable in accordance with their 
original terms.                                                                 

      Purpose. The purpose of the Exercise Offer is to assist the Company in
raising capital by providing Holders with an incentive to exercise their        
warrants. As disclosed in the Company's quarterly report on Form 10-QSB for the 
period ended December 31, 1996, the Company does not expect its current cash    
reserves to be adequate beyond June 30, 1997. In addition, the Company believes 
the Exchange and Exercise Offers, if successful, will benefit shareholders and  
the Company by eliminating all or a portion of the "overhang" of warrants that  
may constrict stock prices.                                                     

  Registration of Shares Issued Upon Exercise or Exchange. Shares of
Common Stock issued upon exercise of all Existing Warrants other than Series F  
Warrants have been registered pursuant to a registration statement on Form S-3  
(the "S-3") (Regis. No. 333-3692) filed by the Company and declared effective by
the Securities and Exchange Commission (the "Commission") on April 14, 1997.    
Subject to the six-month restriction on transfer for shares purchased at $0.45  
per share, shares of Common Stock issued upon exercise or exchange of Series A, 
B, C, D, E and G Warrants on the terms described herein are eligible for resale 
by Holders pursuant to the S-3; provided, that such sales must be conducted in  
accordance with the prospectus delivery and other requirements applicable to    
sales under the S-3, as well as the requirements of applicable state Blue Sky   
laws.                                                                           

2 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B3’ Filing		Date		First		Last			Other Filings
		10/1/06		6		9
		12/31/98		10					10QSB
		6/30/97		5		22			10QSB,  NT 10-K
Filed on:		5/19/97
		5/16/97		20		21			8-K,  SC 13E4
		4/14/97		1		22
		2/27/97		4					10KSB/A
		2/14/97		1
		2/10/97		4
		12/31/96		4		22			10QSB
		11/12/96		4					10QSB
		10/24/96		5
		10/3/96		4					8-K
		9/30/96		4					10QSB,  10QSB/A
		9/13/96		5		9
		8/15/96		4					10QSB
		7/14/96		4
		6/30/96		4					10QSB
		6/17/96		4					10KSB40,  DEF 14A
		3/31/96		4		10			10KSB/A,  10KSB40
		1/31/96		5		17
		9/27/95		5		17
		9/3/95		6
		4/28/95		16
		3/31/95		5
		12/31/94		10
		12/2/94		16
		12/20/93		4
									List all Filings