PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED FEBRUARY 14, 2001
20,034,540 SHARES
BRIGHTCUBE, INC.
COMMON STOCK
You should read this entire prospectus supplement, our prospectus dated
February 14, 2001, the prospectus supplement dated July 31, 2001, 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, the July 31 supplement and the accompanying prospectus. We have not
authorized anyone else to provide you with different or additional information.
This prospectus supplement, the July 31 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, the July 31 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, the
July 31 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, the July 31 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.
INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 6 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 December 7, 2001.
RELATED PARTY TRANSACTIONS
In November 2001, we entered into an agreement with Intellect Capital Group
LLC ("ICG") and Cefeo Investments, Limited S.A., one of the selling stockholders
herein ("Cefeo"). The agreement provided for the transfer from ICG to Cefeo of
300,000 shares of our common stock, and the written confirmation that certain
Escrow and Option Agreements by and between Cefeo and certain of our
then-officers, directors and principal stockholders were of no effect. The
300,000 shares of common stock transferred to Cefeo are included in the shares
to be sold under this Prospectus.
We believe that the above transaction set forth was made on terms no less
favorable to us than could have been obtained from unaffiliated third parties.
We intend that all future transactions, including loans, between us and our
officers, directors, principal stockholders and their affiliates will be
approved by a majority of the Board of Directors, including a majority of the
independent and disinterested outside directors on the Board of Directors, and
be on terms no less favorable to us than could be obtained from unaffiliated
third parties.
SELLING STOCKHOLDERS
The following table sets forth, at November 30, 2001, information with
respect to the common stock beneficially owned by the selling stockholders,
including shares obtainable upon the exercise of certain options and warrants.
The selling stockholders provided us the information included in the table
below. To our knowledge, each of the selling stockholders has sole voting and
investment power over the shares of common stock listed in the table below.
Other than as set forth in the prospectus, no selling stockholder, to our
knowledge, has had a material relationship with us during the last three years,
other than as an owner of our common stock or other securities.
Additionally, the following table assumes the sale of all shares of common
stock offered by this prospectus; however, as the selling stockholders can offer
all, some or none of their shares of common stock, no definitive estimate can be
given as to the number of shares that the selling stockholders will hold after
the offering.
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
OF COMMON STOCK OF COMMON STOCK
PRIOR TO THE OFFERING AFTER THE OFFERING
- ------------ ---------------------- ---------------------
SELLING NUMBER OF NUMBER OF NUMBER OF PERCENT
STOCKHOLDER SHARES SHARES TO BE SHARES OF CLASS
HELD SOLD UNDER
Alan Levinson 600,000 600,000 0 0
Alborz Select Opportunities
Fund, Ltd. 420,000 420,000 0 0
Allen B. Cohen 3,730 3,730 0 0
AMRO International 600,000 600,000 0 0
Anegada Fund Ltd. 240,000 240,000 0 0
Apollo Capital Fund LLC 150,000 150,000 0 0
Aspen International, Ltd. 240,000 240,000 0 0
Banca Del Gottardo 3,935,000 3,935,000 0 0
Benny Shabtai 625,000 625,000 0 0
Brian Delaney 1,000,000 1,000,000 0 0
Cefeo Investments LTD 642,000 642,000 0 0
Charles E. Rawley 300,000 300,000 0 0
Continental Capital & Equity Corp 400,000 400,000 0 0
Cranshire Capital 14,890 14,890 0 0
Danby International Ltd. 240,000 240,000 0 0
Dan Churchill 7,450 7,450 0 0
David Meyrowitz 3,730 3,730 0 0
David Z. Lu 1,490 1,490 0 0
DM Management 480,000 480,000 0 0
Dr. Michael Kesslbrenner 7,450 7,450 0 0
Fairway Capital Partners LLC 90,000 90,000 0 0
Friedlander International Limited 1,202,400 1,202,400 0 0
Four Star Capital 30,000 30,000 0 0
Gary Kremen 292,500 292,500 0 0
Gary Voigt 120,000 120,000 0 0
Growth Ventures, Inc. 60,000 60,000 0 0
Harpel Family Trust 240,000 240,000 0 0
Hona Zhiu 5,000 5,000 0 0
Hunter Singer 29,000 29,000 0 0
Intercoastal Financial
Services Corp 300,000 300,000 0 0
Isaac Klein 80,000 80,000 0 0
Jack Erlanger 50,000 50,000 0 0
James D. O'Brien 400,000 400,000 0 0
James Scibelli 360,000 360,000 0 0
Jeffery and Carol Starr 80,000 80,000 0 0
Jeremy Dallow 3,240 3,240 0 0
Jim Harpel 240,000 240,000 0 0
Jim Whitten 50,000 50,000 0 0
Jinsheng Yi 1,490 1,490 0 0
John Bollinger 750 750 0 0
Joseph Donahue 29,000 29,000 0 0
Mark Angelo 34,500 34,500 0 0
Max Rockwell 29,000 29,000 0 0
May-Davis Group 29,000 29,000 0 0
Michael Palma 80,000 80,000 0 0
Michael Woelfel 3,730 3,730 0 0
Montrose Investments, Ltd. 1,200,000 1,200,000 0 0
Norman Tulchin 150,000 150,000 0 0
Oleg Ostrovsky 30,000 30,000 0 0
PanAmerica Capital Group, Inc. 1,250,000 1,250,000 0 0
Paul Mazzanobile 300,000 300,000 0 0
Peconic Fund, Ltd. 300,000 300,000 0 0
Peter Che Nan Chan 14,890 14,890 0 0
Philip Marks 600,000 600,000 0 0
Qihu Guan 3,730 3,730 0 0
Rance Markel 3,730 3,730 0 0
Redwood Capital 400,000 400,000 0 0
RG Capital Fund, LLC 167,000 167,000 0 0
Rick Holman (1) 800,000 300,000 500,000 0
Robert Cohen 65,000 65,000 0 0
Robert Farrell 29,000 29,000 0 0
Robert Scibelli 30,000 30,000 0 0
Ronald Pasternak 200,000 200,000 0 0
Roy Roberts 1,870 1,870 0 0
Shanji Xiong 750 750 0 0
Steven and Cheryl Angel 1,500 1,500 0 0
Sul Wa Chau 2,240 2,240 0 0
Summer Breeze, LLC 60,000 60,000 0 0
Teccal Investments, Ltd. 200,000 200,000 0 0
Vincent Gioeni 120,000 120,000 0 0
Wel Z. Yen 2,240 2,240 0 0
William R. Evans 2,240 2,240 0 0
Xoom.com 350,000 350,000 0 0
- ------------------------------------------------ ------------ ------------ --------- --------
Total 20,034,540 20,034,540 500,000 0
================================================ ============ ============ ========= ========
<FN>
(1) Mr. Holman's shares include the 500,000 shares issuable upon exercise
of warrants held by Asher Investment Group. Mr. Holman is the principal of
Asher Investment Group.
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 6 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.