Riviera Tool Co – ‘424B3’ on 2/5/07

On:  Monday, 2/5/07, at 5:08pm ET   ·   Accession #:  950124-7-649   ·   File #:  333-126659

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

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus Supplement No.2 Pursuant to Rule            1      6K 
                          424(B)(3)                                              

424B3
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Prospectus Supplement No. 2                     Filed Pursuant to Rule 424(b)(3)
Dated February 5, 2007 to                                    File No. 333-126659
Prospectus Dated August 17, 2006                                                

RIVIERA TOOL COMPANY

3,639,674 SHARES OF COMMON STOCK
(NO PAR VALUE)

   On February 1, 2007, Riviera Tool Company entered into an Omnibus
Amendment with Laurus Master Fund, Ltd. ("Laurus"), amending the term "Fixed    
Conversion Price" with respect to the Convertible Term Note (the "Term Note"),  
dated as of May 17, 2005, by Riviera Tool in favor of Laurus in the aggregate   
principal amount of $3,200,000 issued pursuant to the terms of the Securities   
Purchase Agreement, dated as of May 17, 2005, between Riviera Tool and Laurus.  
The term "Fixed Conversion Price," with respect solely to the Term Note, was    
amended as follows:                                                             

         "For purposes hereof, subject to Section 3.6 hereof, the initial "Fixed
      Conversion Price" means $1.66; provided, however, that in respect of
   the first One Million Dollars ($1,000,000) of aggregate principal
      amount (the "Converted Amount") of the Note converted into shares of
     Common Stock, the Fixed Conversion Price in respect of such Initial
         Converted Amount (and the interest and fees associated therewith to the
extent converted) shall be equal to $0.32.                    

        For purposes of this prospectus supplement and the related prospectus,
any references to "Fixed Conversion Price" shall be amended as described above. 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘424B3’ Filing		Date		Other Filings
Filed on:		2/5/07		8-K
		2/1/07		8-K
		8/17/06		424B2
		5/17/05		8-K
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