PROSPECTUS SUPPLEMENT
TO PROSPECTUS DATED DECEMBER 11, 2000
323,972 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, the prospectus supplement dated January 4,
2002, and the prospectus supplement dated March 8, 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, January 4, 2002, and March 8, 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, March 8, 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, January 4, 2002, and March 8, 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 March 8, 2002 prospectus supplement, 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 March 8, 2002, 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 March 8, 2002,
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 28, 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
engaged Delano to act as our exclusive sales agent to sell an additional
1,000,000 shares of our common stock. On March 25, 2002, we entered into a third
amendment (the "Third Amendment") with Delano whereby we have engaged Delano to
act as our exclusive sales agent to sell an additional 323,972 shares of our
common stock. Except for the number of shares of common stock to be sold under
the Delano Agreement, the Amendment, and the Second Amendment, the Third
Amendment does not alter the terms of the Delano Agreement and the Amendment. We
will settle the transactions contemplated by the Third Amendment, 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 323,972 shares of common stock to be sold pursuant to this prospectus
supplement are registered pursuant to our registration on Form S-3 dated
December 1, 2000 (File # 333-51076).
MARKET FOR OUR COMMON STOCK
On March 21, 2002, the last reported sales price of our common stock on the
American Stock Exchange was $0.47 per share. As of March 21, 2002, we had
34,443,978 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.