Prospectus Supplement No. 3 to Prospectus dated January 2, 2008
Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-146215
Catcher Holdings, Inc.
Supplement No. 3
to
Prospectus Dated January 2, 2008
This is a Supplement to our Prospectus, dated January 2, 2008, with respect to the offer and sale of up to 1,598,807 shares of common stock and 5,319,307 shares of common stock underlying Secured Convertible Promissory Notes 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 January 29, 2008 the last sale price for our common stock on the OTC Bulletin Board was $0.32.
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 January 30, 2008
CURRENT REPORT ON FORM 8-K
On January 30, 2008, we filed with the SEC a Current Report on Form 8-K disclosing that on January 24, 2008, Catcher, Inc. (“Catcher”), a wholly owned subsidiary of Catcher Holdings, Inc. (the “Company”) terminated an Executive Employment Agreement with Ira Tabankin pursuant to which Mr. Tabankin acted as the Company’s Senior Vice President of Corporate Development. In addition, we disclosed that Mr. Tabankin resigned from the board upon a request from Gary Haycox the Company’s Chief Executive Officer. Mr. Haycox made the request pursuant to an agreement with Mr. Tabankin and the Company from August 29, 2007.
Additionally, we disclosed that Denis McCarthy terminated his Executive Employment Agreement with Catcher pursuant to which Mr. McCarthy has been acting as the Company’s Chief Financial Officer. Lastly, we disclosed that on January 15, 2007 we amended our Non-employee director compensation to include an additional grant of 20,000 shares of restricted common stock which vest on January 5, 2009.
A copy of our Current Report on Form 8-K filed on January 30, 2008 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 January 30, 2008
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): January 24, 2008
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 1.02 | Termination of a Material Definitive Agreement. |
As discussed further below under Item 5.02,Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers, on January 24, 2008, Catcher Holdings, Inc. (the “Company”) terminated the Executive Employment Agreement between Ira Tabankin and Catcher, Inc., the Company’s wholly owned subsidiary (“Catcher”), pursuant to which, Mr. Tabankin had been acting as the Company’s Senior Vice President of Corporate Development.
On January 29, 2008, the Company received notice of termination of the Executive Employment Agreement between Denis McCarthy and Catcher pursuant to which Mr. McCarthy has been acting as the Company’s Chief Financial Officer. The Company and Mr. McCarthy are contemplating a consulting agreement pursuant to which Mr. McCarthy will continue to provide financial services until the Company completes a search for a new Chief Financial Officer.
The descriptions of the terms of the Executive Employment Agreements are qualified in their entirety by reference to the Executive Employment Agreements attached as Exhibits 10.34 and 10.33 to the Current Reports on Form 8-K filed by the Company on September 5, 2007 and February 5, 2007, respectively.
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 24, 2008, Chief Executive Officer and Interim Chairman of the Board, Gary Haycox requested and received notice of resignation of Ira Tabankin from the Board of Directors effective January 24, 2008. The request was made pursuant to the Executive Employment Agreement by and between Catcher and Mr. Tabankin attached as Exhibit 10.34 to the Current Report on Form 8-K filed by the Company on September 5, 2007.
As reported above under Item 1.02,Termination of a Material Definitive Agreement, on January 24, 2008, Catcher Holdings, Inc. the Company terminated the Executive Employment Agreement between Ira Tabankin and Catcher, pursuant to which, Mr. Tabankin had been acting as the Company’s Senior Vice President of Corporate Development. Additionally, On January 29, 2008, the Company received notice of termination of the Executive Employment Agreement between Denis McCarthy and Catcher pursuant to which Mr. McCarthy has been acting as the Company’s Chief Financial Officer.
The description of the terms of the Employment Agreement set forth above is incorporated herein by reference and qualified in its entirety by reference to the Executive Employment Agreements are qualified in their entirety by reference to the Executive Employment Agreements attached as Exhibits 10.34 and 10.33 to the Current Reports on Form 8-K filed by the Company on September 5, 2007 and February 5, 2007, respectively.
On January 15, 2008, the Board of Directors approved a new Non-Employee Director Compensation Plan, pursuant to which an additional grant of 20,000 shares of restricted common stock was made to the Company’s non-employee directors, which vests on January 5, 2009, with acceleration of vesting upon the occurrence of a Change in Control (as that term is defined in the Company’s 2005 Stock Incentive Plan).
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| 10.52 | Description of Non-Employee Director Compensation Terms. |
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. | ||||||||
| January 30, 2008 | By: | /s/ Gary Haycox | ||||||
| Gary Haycox | ||||||||
| Chief Executive Officer | ||||||||
EXHIBIT INDEX
Exhibit No. | Description | |
| 10.52 | Description of Non-Employee Director Compensation Terms. |
EXHIBIT 10.52
DESCRIPTION OF NON-EMPLOYEE DIRECTOR COMPENSATION TERMS
Non-employee directors will receive a $2,000 per month annual retainer, with chairs of committees receiving an additional $4,000 annual retainer and committee members receive an additional $1,000 annual retainer. Such retainers will be paid in installments quarterly. Each year non-employee directors receive a grant of an option to acquire 10,000 shares of our common stock, which vests at the end of each year, with acceleration of vesting upon the occurrence of a Change in Control (as that term is defined in our 2005 Stock Incentive Plan). In addition, each director has received a grant of 80,000 shares of restricted common stock which vest over a three year period from the date of grant.
