Prospectus Supplement No. 5 to Prospectus dated December 7, 2006
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-133579
Catcher Holdings, Inc.
Supplement No. 5
to
Prospectus Dated December 7, 2006
This is a Supplement to our Prospectus, dated December 7, 2006, with respect to the offer and sale of up to 5,464,157 shares of common stock and 2,874,135 shares of common stock underlying warrants by the selling stockholders listed in the Prospectus or their transferees. This Supplement amends and supplements certain information contained in the Prospectus. You should read this Supplement carefully.
We develop, market and sell the CATCHER™ device, a ruggedized portable computer built to military standards that incorporates voice, video, data, and biometric information with multiple wireless and wired communications capabilities. We expect the device to be part of the worldwide enterprise mobile device platform marketplace, which is comprised of commercial-grade, semi-rugged/rugged and fully rugged form products.
Our common stock is quoted on the Over-the-Counter Bulletin Board, commonly known as the OTC Bulletin Board, under the symbol “CTHH.” On February 27, 2007 the last sale price for our common stock on the OTC Bulletin Board was $1.50.
YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS FOR OUR SHARES, WHICH ARE LISTED IN THE PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this Supplement and the Prospectus or determined if this Supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is March 1, 2007
CURRENT REPORT ON FORM 8-K
On March 1, 2007, we filed with the SEC a Current Report on Form 8-K disclosing: (i) the tender of resignation by T. Michael Grady as the Vice President of Sales of Catcher, Inc. (“Catcher”), the wholly owned subsidiary of Catcher Holdings, Inc. (the “Company”), to be effective March 5, 2007; and (ii) the increase in the number of shares authorized for issuance under the Company’s 2005 Stock Incentive Plan. The Company hereby incorporates by reference into this Supplement and the Prospectus the Current Report on Form 8-K filed with the SEC on March 1, 2007.
A copy of our Current Report on Form 8-K filed on March 1, 2007 is being provided along with this Supplement.
Information about other documents that have been incorporated by reference into the Prospectus is included in the section of the Prospectus captioned “Where You Can Find More Information.”
Prospectus Supplement dated March 1, 2007
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 18, 2007
Catcher Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-50299 | 62-0201385 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
44084 Riverside Parkway, Suite 320
Lansdowne, Virginia 20176
(Address of Principal Executive Offices, including zip code)
(703) 723-2700
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
T. Michael Grady, the Vice President of Sales of Catcher, Inc., the wholly owned subsidiary of Catcher Holdings, Inc. (the “Company”), has tendered his resignation as Vice President of Sales to be effective March 5, 2007.
On February 19, 2007, upon the recommendation of the Compensation Committee and in connection with the proposed grant of 1,600,000 shares of restricted Common Stock to Robert H. Turner, the Board of Directors of the Company, approved an amendment to the Company’s 2005 Stock Incentive Plan (the “Plan”) increasing the number of shares of Common Stock reserved for issuance under the Plan from 3,500,000 to 5,000,000. The amendment of the Plan is subject to the approval of the Company’s stockholders. No other changes were made to the Plan.
The description of the terms of the Plan is qualified in its entirety by reference to the Company’s 2005 Stock Incentive Plan attached as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on November 27, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CATCHER HOLDINGS, INC. | ||||
| March 1, 2007 | By: | /s/ Denis McCarthy | ||
| Denis McCarthy | ||||
| Chief Financial Officer | ||||
3
