PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED DECEMBER 11, 2000
1,000,000 SHARES
DCH TECHNOLOGY, INC.
COMMON STOCK
You should read this entire prospectus supplement, our prospectus dated
December 11, 2000, the prospectus supplement dated October 15, 2001, the
prospectus supplement dated May 3, 2001 and the other documents incorporated by
reference into the prospectus, the October 15, 2001 prospectus supplement, the
May 3, 2001 prospectus supplement 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
accompanying October 15, 2001 prospectus supplement, May 3, 2001 prospectus
supplement and prospectus. We have not authorized anyone else to provide you
with different or additional information.
This prospectus supplement and the accompanying October 15, 2001 prospectus
supplement, May 3, 2001 prospectus supplement and the 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
accompanying October 15, 2001 prospectus supplement, May 3, 2001 prospectus
supplement and 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 October 15, 2001 prospectus supplement, the May 3, 2001
prospectus supplement and the prospectus. Information in this prospectus
supplement and the accompanying October 15, 2001 prospectus supplement, May 3,
2001 prospectus supplement and 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 October 15, 2001 prospectus
supplement, May 3, 2001 prospectus supplement and prospectus or the sale of the
common stock as an indication that there has been no change in our affairs since
the respective dates of those documents.
Our principal executive offices are located at 24832 Avenue Rockefeller,
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 SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus supplement is January 3, 2001.
PLAN OF DISTRIBUTION
We entered into a Sales Agency Agreement with Delano Group Securities, LLC
("Delano") on April 23, 2001 (the "Delano Agreement"). Under the terms of the
Delano Agreement, Delano agreed to act as our exclusive sales agent, on a best
efforts basis, to sell up to 900,000 shares of our common stock during the year
following the date of the Agreement. As of December 17, 2001, Delano had sold
all 900,000 shares subject to the Delano Agreement. On December 1, 2001, we
entered into an amended and restated Agreement (the "Amendment"), pursuant to
which Delano has agreed to act as our exclusive sales agent, on a best efforts
basis, to sell up to 1,000,000 shares of our common stock in addition to the
900,000 already sold under the Delano Agreement. The other terms of the Delano
Agreement are not affected by the Amendment. 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 periods (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 sales 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 Delano 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.
The 1,000,000 shares of common stock to be sold pursuant to this prospectus
supplement were previously the subject of the October 15, 2001 prospectus
supplement. Under the October 15, 2001 prospectus supplement, 2,000,000 shares
of common stock were to be sold pursuant to the Purchase Agreement we entered
into with Swartz Private Equity, LLC ("Swartz") on August 24, 2001 (the "Swartz
Agreement"). To date, none of the shares subject to the Swartz Agreement have
been sold, and we are hereby reducing the shares allocated to Swartz by
1,000,000. Please see the October 15, 2001 prospectus supplement for more
information regarding the Swartz Agreement.
MARKET FOR OUR COMMON STOCK
On December 17, 2001, the last reported sales price of our common stock on
the American Stock Exchange was $0.58 per share. As of December 17, 2001, we
had 33,138,313 shares of common stock issued and 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.