PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED DECEMBER 11, 2000 900,000 SHARES DCH TECHNOLOGY, INC. COMMON STOCK You should read this entire prospectus supplement, our prospectus dated December 11, 2000, and the other documents incorporated by reference into the prospectus and this prospectus supplement before you invest. These documents contain information you should consider carefully before making your investment decision. You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus. We have not authorized anyone else to provide you with different or additional information. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or a solicitation of an offer to buy any securities other than the common stock offered hereby. This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or a solicitation of an offer to buy our common stock in any circumstances in which an offer or solicitation is unlawful. Information in this prospectus supplement replaces any inconsistent information in the prospectus. Information in this prospectus supplement and the accompanying prospectus may change after the date on the front of the applicable document. You should not interpret the delivery of this prospectus supplement or the accompanying prospectus or the sale of the common stock as an indication that there has been no change in our affairs since that date. Our principal executive offices are located at 27811 Avenue Hopkins, Suite 6, Valencia, California 91355. Our telephone number is (661) 775-8120. INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THE ACCOMPANYING PROSPECTUS. NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURTIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The date of this Prospectus Supplement is May 3, 2001. PLAN OF DISTRIBUTION We entered into a Sales Agency Agreement with Delano Group Securities, LLC ("Delano") on April 23, 2001 (the "Agreement"), pursuant to which Delano agreed to act as our exclusive sales agent, on a best efforts basis, for up to 900,000 shares of our common stock during the year following the date of the Agreement. The common stock is to be sold during one or more pricing periods, each pricing period to consist of one business day. The net proceeds to us from the sale of common stock by Delano during a particular pricing period will equal 95% of the weighted average of sales prices of the common stock sold during that pricing period (the "average market price"), less brokerage fees, service charges, and SEC transaction fees, multiplied by the number of average market price shares sold during that pricing period. Therefore, the compensation that Delano will receive for the sale of our common stock during a pricing period will equal the difference between the aggregate gross sales prices at which sales are actually effected by Delano and the net proceeds described above. We will settle the transactions contemplated by the Agreement, including the issuance of shares of our common stock in exchange for the purchase price, on the third business day following each pricing period. MARKET FOR OUR COMMON STOCK On May 1, 2001, the last reported sales price of our common stock on the American Stock Exchange was $2.08 per share. As of May 1, 2001, we had 28,782,202 shares of common stock outstanding. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements in this prospectus supplement and the documents incorporated herein by reference are forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties, including, among others, those listed under "Risk Factors" on page 7 of the accompanying prospectus and in the documents incorporated therein by reference. In some cases, you can identify forward-looking statements by words such as "anticipates", "believes", "estimates", "seeks", "expects", "plans", "intends", "future" and similar expressions. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, events, levels of activity, performance or achievements and therefore such expectations may be incorrect. You are cautioned not to place undue reliance on these forward-looking statements. All subsequent written and oral forward-looking statements attributable to us or to persons acting on our behalf are expressly qualified in their entirety by our cautionary statements. The forward-looking statements included or incorporated herein are made only as of the date of this prospectus supplement or as of the date of the documents incorporated by reference. We do not intend, and undertake no obligation, to update these forward-looking statements.