[COMPANY LOGO] BUCHANAN INGERSOLL
ATTORNEYS
BRIAN S. NORTH
215-665-3828
northbs@bipc.com
November 20, 2000
VIA FACSIMILE
[LETTERHEAD
Securities and Exchange Commission LOCATIONS
450 Fifth Street, N.W. TEXT]
Judiciary Plaza
Washington, DC 20549
RE: SAND TECHNOLOGY INC.
REGISTRATION STATEMENT ON FORM F-2
FILE NO. 333-12216
RULE 424(b)(3)
Ladies and Gentlemen::
Pursuant to Rule 424(b), we are filing on behalf of our client Sand
Technology Inc. (the "Company") a prospectus supplement relating to the
prospectus contained in the Company's Registration Statement on Form F-2.
Please contact me at (215) 665-3828 if you have any questions with
respect to this matter.
Very truly yours,
/s/ Brian S. North
--------------------------
Brian S. North
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-12216
SAND TECHNOLOGY INC.
Prospectus Supplement
(To Prospectus Dated October 13, 2000)
You should read this prospectus supplement and the related prospectus
carefully before you invest. Both documents contain information you should
consider when making your investment decision.
On September 5, 2000, we issued a drawdown notice to Sundowner
Investments Limited under the common share purchase agreement described in the
attached prospectus. This notice offered to sell our Class A common shares to
Sundowner Investments Limited. Sundowner Investments Limited has purchased
138,963 Class A common shares at a purchase price of US$4.318 per share. These
purchases resulted in aggregate proceeds of US$562,500 being paid and released
from escrow to us by Sundowner Investments Limited. Ladenburg Thalmann & Co.
Inc., our placement agent, received US$36,000 as a placement fee in connection
with this drawdown. Epstein Becker & Green, P.C., escrow agent, received
US$1,500 for its escrow expenses.
On October 5, 2000, we issued a drawdown notice to Sundowner
Investments Limited under the common share purchase agreement described in the
attached prospectus. This notice offered to sell our Class A common shares to
Sundowner Investments Limited. Sundowner Investments Limited has purchased
170,391 Class A common shares at a purchase price of US$3.7579 per share. These
purchases resulted in aggregate proceeds of US$600,386 being paid and released
from escrow to us by Sundowner Investments Limited. Ladenburg Thalmann & Co.
Inc., our placement agent, received US$38,418 as a placement fee in connection
with this drawdown. Epstein Becker & Green, P.C., escrow agent, received
US$1,500 for its escrow expenses.
The attached prospectus relates to the resale of shares acquired by
Sundowner Investments Limited pursuant to the common share purchase agreement
and to the resale of shares by the other selling shareholders identified in the
attached prospectus. Because these selling shareholders may sell some or all of
their shares, and because there are currently no agreements, arrangements or
understandings with respect to the sale of any of their shares, we cannot
estimate the actual amount of shares that they will hold after the completion of
the offering.
We expect to use the proceeds from this sale of our Class A common
shares for general corporate purposes.
On November 6, 2000, we entered into an agreement with Sundowner
Investments Limited, Ladenburg Thalmann & Co. Inc, and AMRO International, S.A.
The agreement provides for:
- the issuance of up to 500,000 Class A common shares at US$6.00
per share during the period from November 7, 2000 to November 17,
2000 upon the request of Sundowner Investments Limited under the
common share purchase agreement.
- the termination of the equity line of credit under the common
share purchase agreement upon the closing of a private placement
agreement we entered into on November 6, 2000 providing for a
private placement in Canada.
- the payment to Ladenburg Thalmann & Co. Inc. of US$250,000 upon
the closing of the November 6, 2000 private placement agreement.
This payment will be increased to US$300,000 if the Sundowner
Investments Limited does not purchase the 500,000 Class A common
shares described above.
- the termination of the common shares and warrants purchase
agreement with AMRO International upon the closing of the
November 6, 2000 private placement agreement.
The date of this prospectus supplement is November 16, 2000.