Unassociated Document
|
|
File No. 333-130012 |
|
|
Filed Pursuant to Rule 424(b)(3) |
IONATRON,
INC.
Supplement
No. 1 dated December 21, 2006 to
Prospectus
dated December 23, 2005
_____________________
This
supplement contains information relating to the table under the caption “Selling
Stockholders” in our December 23, 2005 prospectus.
The
disclosure regarding Omicron Master Trust (including the footnotes related
thereto) in the Selling Stockholders table included in the prospectus is hereby
amended as set forth below, and the following disclosure regarding the shares
being offered by Portside Growth and Opportunity Fund and Rockmore Investment
Master Fund Ltd. is being added.
This
prospectus supplement should be read in conjunction with our prospectus, which
must be delivered together with this prospectus supplement. This prospectus
supplement is qualified by reference to the prospectus, except to the extent
that the information in this prospectus supplement supersedes the information
contained in the prospectus. Investing in our securities involves a high degree
of risk.
For
more information, see "Risk Factors" beginning on page 6
of
the accompanying prospectus for a discussion of these
risks.
Percentage
ownership of common stock is based on approximately 78,111,850 shares of our
common stock outstanding as of December 20, 2006. In addition, the table below
assumes for calculating each selling security holder's beneficial ownership,
both prior to and after this offering, as well as each such selling security
holder’s percentage ownership following this offering, that options, warrants
and convertible securities held by such security holder (but not, unless
otherwise noted, those held by any other person) that are exercisable within
60
days of December 20, 2006 have been exercised and converted and the shares
underlying them added to the number of shares of our common stock deemed to
be
outstanding. For purposes of calculating the post-offering ownership of each
selling security holder, the table also assumes the sale of all of the
securities being offered by such selling security holder.
Selling
Securityholders
|
|
Number
of
shares
of common stock beneficially owned prior to
the
offering
|
|
Shares
of Common Stock being offered
|
|
Number
of Shares of common stock beneficially owned after the
offering
|
|
Shares
of Preferred Stock being offered
|
|
Number
of shares of Preferred Stock beneficially owned after the
offering
|
|
%
of voting stock beneficially owned after the
offering
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Omicron
Master Trust (1)
|
|
5,167
(2)
|
|
0
|
|
5,167
|
|
0
|
|
0
|
|
*
|
Portside
Growth and Opportunity Fund (3)
|
|
163,989
(4)
|
|
84,577
(5)
|
|
104,349
|
|
27,328
|
|
0
|
|
*
|
Rockmore
Investment Master Fund Ltd (6)
|
|
289,363
(7)
|
|
39,225
(8)
|
|
261,707
|
|
12,672
|
|
0
|
|
*
|
__________
*
Less
than 1%.
(1) Omicron
Capital, L.P., a Delaware limited partnership (“Omicron Capital”), serves as
investment manager to Omicron Master Trust, a trust formed under the laws of
Bermuda (“Omicron”), Omicron Capital, Inc., a Delaware corporation (“OCI”),
serves as general partner of Omicron Capital, and Winchester Global Trust
Company Limited (“Winchester”) serves as the trustee of Omicron. By reason of
such relationships, Omicron Capital and OCI may be deemed to share dispositive
power over the shares of our common stock owned by Omicron, and Winchester
may
be deemed to share voting and dispositive power over the shares of our common
stock owned by Omicron. Omicron Capital, OCI and Winchester disclaim beneficial
ownership of such shares of our common stock. As of the date of this prospectus
supplement, Mr. Olivier H. Morali, an officer of OCI and Mr. Bruce T. Bernstein,
a consultant to OCI, have delegated authority from the board of directors of
OCI
regarding the portfolio management decisions with respect to the shares of
common stock owned by Omicron. By reason of such delegated authority, Messrs.
Morali and Bernstein may be deemed to share dispositive power over the shares
of
our common stock owned by Omicron. Messrs. Morali and Bernstein disclaim
beneficial ownership of such shares of our common stock and neither of such
persons has any legal right to maintain such delegated authority. No other
person has sole or shared voting or dispositive power with respect to the shares
of our common stock being offered by Omicron, as those terms an used for
purposes under Regulation 13D-G of the Securities Exchange Act of 1934, as
amended. Omicron and Winchester are not “affiliates” of one another, as that
term is used for purposes of the Securities Exchange Act of 1934, as amended,
or
of any other person named in this prospectus supplement as a selling
securityholder. No person or “group” (as that term is used in Section 13(d) of
the Securities Exchange Act of 1934, as amended, or the SEC’s Regulation 13D-G)
controls Omicron and Winchester.
(2) The
selling securityholder has advised us that is owns 5,167 shares of common stock,
which were issued as dividends on the Series A Preferred Stock.
(3) The
selling security holder has advised us that Ramius Capital Group, L.L.C.
(“Ramius Capital”) is the investment adviser of the selling security holder and
consequently has voting control and investment discretion over securities held
by the selling security holder. Ramius Capital disclaims beneficial ownership
of
the shares held by the selling security holder. Peter A. Cohen, Morgan B. Stark,
Thomas W. Strauss and Jeffrey M. Solomon are the sole managing members of CAS
& Co., L.L.C., the sole managing member of Ramius Capital. As a result,
Messrs. Cohen, Stark, Strauss and Solomon may be considered beneficial owners
of
any shares deemed to be beneficially owned by Ramius Capital. Messrs. Cohen,
Stark, Strauss and Solomon disclaim beneficial ownership of these
shares.
(4) Represents
(i) 56,933 shares of common stock issuable upon the conversion of the Series
A
Preferred Stock, (ii) 89,664 shares of common stock and (iii) 17,392 shares
of
common stock issuable upon exercise of the warrant issued in the August 2006
private placement.
(5) Represents
56,933 shares of common stock issuable upon the conversion of the Series A
Preferred Stock and/or as payment of the purchase price upon redemption of
the
Series A Preferred Stock in conjunction with certain changes of control and
(ii)
an additional number of shares of common stock equal to 50% of the number of
shares of common stock issuable upon conversion of the Series A Preferred Stock
held by the selling securityholder which may be issued as payment of dividends
upon the Series A Preferred Stock and/or as payment of the purchase price upon
any such redemption of the Series A Preferred Stock, less 6,237 shares that
were
previously issued as dividend shares.
(6) The
selling security holder has advised us that the Rockmore Capital, LLC (“Rockmore
Capital”) and Rockmore Partners, LLC (“Rockmore Partners”), each a limited
liability company formed under the laws of the State of Delaware, serve as
the
investment manager and general partner, respectively, to Rockmore Investments
(US) LP, a Delaware limited partnership, which invests all of its assets through
the selling security holder. By reason of such relationships, Rockmore Capital
and Rockmore Partners may be deemed to share dispositive power over the shares
of our common stock owned by the selling security holder. Rockmore Capital
and
Rockmore Partners disclaim beneficial ownership of such shares of our common
stock. Rockmore Partners has delegated authority to Rockmore Capital regarding
the portfolio management decisions with respect to the shares of common stock
owned by the selling security holder and, as of the date of this prospectus
supplement, Mr. Bruce T. Bernstein and Mr. Brian Daly, as officers of Rockmore
Capital, are responsible for the portfolio management decisions of the shares
of
common stock owned by the selling security holder. By reason of such authority,
Messrs. Bernstein and Daly may be deemed to share dispositive power over the
shares of our common stock owned by the selling security holder. Messrs.
Bernstein and Daly disclaim beneficial ownership of such shares of our common
stock and neither of such persons has any legal right to maintain such
authority.
(7) Represents
(i) 26,400 shares of common stock issuable upon the conversion of the Series
A
Preferred Stock, (ii) 219,484 shares of common stock and (iii) 43,479 shares
of
common stock issuable upon exercise of the warrant issued in the August 2006
private placement.
(8) Represents
26,400 shares of common stock issuable upon the conversion of the Series A
Preferred Stock and/or as payment of the purchase price upon redemption of
the
Series A Preferred Stock in conjunction with certain changes of control and
(ii)
an additional number of shares of common stock equal to 50% of the number of
shares of common stock issuable upon conversion of the Series A Preferred Stock
held by the selling securityholder which may be issued as payment of dividends
upon the Series A Preferred Stock and/or as payment of the purchase price upon
any such redemption of the Series A Preferred Stock, less 2,893 shares that
were
previously issued as dividend shares.