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 and the other documents incorporated by reference into the
prospectus, the prospectus supplement dated May 3, 2001, the prospectus
supplement dated October 15, 2001, and the prospectus supplement dated January
4, 2002, 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 May 3, 2001, October 15, 2001, and January 4, 2002
prospectus supplements, and the prospectus. We have not authorized anyone else
to provide you with different or additional information.
This prospectus supplement and the accompanying May 3, 2001 prospectus
supplement, October 15, 2001 prospectus supplement, January 4, 2002 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 May 3, 2001,
October 15, 2001, and January 4, 2002 prospectus supplements, and the 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 January 4, 2002 prospectus supplement, the October 15, 2001
prospectus supplement, the May 3, 2001 prospectus supplement and the prospectus.
Information in this prospectus supplement the accompanying January 4, 2002,
October 15, 2001, and May 3, 2001 prospectus supplements, and the 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 January
4, 2002, October 15, 2001, or May 3, 2001 prospectus supplements, or the
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 March 8, 2002.
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 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 shares already sold under the Delano Agreement. On February 8, 2002, we
entered into a second amendment (the "Second Amendment") with Delano whereby we
have engaged Delano to act as our exclusive sales agent to sell an additional
1,000,000 shares of our common stock. Except for the number of shares of common
stock to be sold under the Delano Agreement and the Amendment, the Second
Amendment does not alter the terms of the Delano Agreement and 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
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 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 Second Amendment, the Amendment and 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"). Under the January 4, 2002 prospectus supplement, 1,000,000 shares
of our common stock that were to be issued pursuant to the Swartz Agreement,
were designated for issuance through our arrangement with Delano, pursuant to
the Amendment. This prospectus supplement allocates the remaining 1,000,000
shares under the Swartz Agreement to Delano, pursuant to the Second Amendment.
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 and the January 4, 2002 prospectus
supplement for more information regarding the Swartz Agreement.
MARKET FOR OUR COMMON STOCK
On March 5, 2002, the last reported sales price of our common stock on the
American Stock Exchange was $0.56 per share. As of March 5, 2002, we had
33,993,850 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.