sec document
RULE 424(b)(3)
TO REGISTRATION STATEMENT 333-139032
FALCONSTOR SOFTWARE, INC.
SUPPLEMENT DATED FEBRUARY 26, 2007
TO
PROSPECTUS DATED NOVEMBER 30, 2006
The following information amends and restates the "Selling Stockholders"
table contained in the Prospectus dated November 30, 2006 ("Prospectus")
relating to the sale of an aggregate of 2,240,579 shares of common stock, $.001
par value ("Common Stock"), by certain persons ("Selling Stockholders"). All
capitalized terms used herein which are not otherwise defined have the meaning
ascribed to them in the Prospectus. The "Selling Stockholders" table is being
amended primarily to reflect a charitable gift of 10,000 shares by Bernard Wu to
the Saddleback Church. Accordingly, the number of shares held by Mr. Wu and the
number of shares to be sold by Mr. Wu pursuant to the Prospectus shall be
reduced by 10,000 and the Saddleback Church may sell up to 10,000 shares of
Common Stock pursuant to the Prospectus. The Saddleback Church owns no other
shares of Common Stock and has not been an officer, director or employee of the
Company for the past three years. In addition, certain information in the
Selling Stockholders table has changed since the effective date of the
Registration Statement underlying the Prospectus.
SELLING STOCKHOLDERS
This Prospectus relates to the reoffer and resale of shares issued or that
may be issued to the selling stockholders under our 2000 Stock Option Plan, our
2004 Outside Directors Stock Option Plan, our 2006 Incentive Plan and our 1994
Outside Directors Stock Option Plan.
The following table sets forth (i) the number of shares of Common Stock
beneficially owned by each selling stockholder at February 23, 2007, (ii) the
number of shares to be offered for resale by each selling stockholder (i.e., the
total number of shares underlying options held by each selling stockholder
irrespective of whether such options are presently exercisable or exercisable
within sixty days of February 23, 2007), and (iii) the number and percentage of
shares of our Common Stock to be held by each selling stockholder after
completion of the offering.
NUMBER OF PERCENTAGE OF
SHARES OF CLASS TO BE
NUMBER OF SHARES OF NUMBER OF COMMON STOCK OWNED AFTER
COMMON STOCK SHARES TO BE AFTER COMPLETION
BENEFICIALLY OWNED AT OFFERED FOR COMPLETION OF OF THE
NAME FEBRUARY 23, 2007 (1) RESALE (2) THE OFFERING OFFERING
Lawrence S. Dolin (3) 133,957(1) 115,000 40,000 *
Steven R. Fischer (4) 88,957 115,000 10,000 *
Steven L. Bock (5) 37,500 60,000 0 *
Patrick B. Carney (6) 78,762 100,000 500 *
Wayne Lam (7) 635,180 673,743 39,237 *
James Weber (8) 252,979 295,479 0 *
Bernard Wu (9) 529,370 622,120 0 *
Alan Kaufman (10) 31,944 60,000 0 *
Alex Chen (11) ** 10,000 (11) 0 *
Alan Chen (12) ** 20,000 (12) 0 *
Eric Chen (13) ** 10,000 (13) 0 *
Seth Horowitz (14) ** 10,000 (14) 0 *
Alex Jiang (15) ** 10,000 (15) 0 *
John Lallier (16) 28,844 10,000 (16) 28,844 *
Wai Lam (17) ** 20,000 (17) 0 *
Prakash Manden (18) ** 20,000 (18) 0 *
Seth Oxenborn (19) 211,077 10,000 (19) 211,077(19) *
Jimmy Wu (20) ** 20,000 (20) 0 *
Saddleback Church 10,000 10,000 (21) 0 *
*Less than one percent
** In addition to the restricted stock being offered for resale by such
individuals, such individuals may also hold presently exercisable options or
options exercisable within 60 days of February 23, 2007. None of such options
are being offered for resale because none of such employees is an executive
officer, director or otherwise an "affiliate" of the Company.
(1) A person is deemed to be the beneficial owner of voting securities that
can be acquired by such person within 60 days after February 23, 2007
upon the exercise of options, warrants or convertible securities. Each
beneficial owner's percentage ownership is determined by assuming that
options, warrants or convertible securities that are held by such
person (but not those held by any other person) and that are currently
exercisable (i.e., that are exercisable within 60 days from February
23, 2007) have been exercised. Unless otherwise noted, we believe that
all persons named in the table have sole voting and investment power
with respect to all shares beneficially owned by them.
(2) Includes with respect to Messrs. Dolin, Fischer, Bock, Carney, Wayne
Lam, Weber, Bernard Wu, and Kaufman shares issuable upon the exercise
of options both currently and not currently exercisable. In addition to
options, Messrs. Wayne Lam, Weber and Bernard Wu own shares of
restricted stock.
(3) Based on information contained in Forms 4 filed by Mr. Dolin and
certain other information. Consists of (i) 40,000 shares held by
Northern Union Club and (ii) 93,957 shares of Common Stock issuable
upon exercise of options that are currently exercisable or will be
exercisable within 60 days of February 23, 2007. Mr. Dolin is a general
partner of Mordo Partners, which is a general partner of Northern Union
Club. Mr. Dolin disclaims beneficial ownership of the securities held
by Northern Union Club, except to the extent of his equity interest
therein. Mr. Dolin has been a Director of the Company since August
2001.
(4) Based on information contained in Forms 4 filed by Mr. Fischer and
certain other information. Consists of (i) 10,000 shares held by Mr.
Fischer and (ii) 78,957 shares of Common Stock issuable upon exercise
of options that are currently exercisable or will be exercisable within
60 days of February 23, 2007. Excludes 1,000 shares of Common Stock
held by Mr. Fischer as a custodian for his daughter. Mr. Fischer
disclaims beneficial ownership of the securities held as a custodian
for his daughter, except to the extent of his equity interest therein.
Mr. Fischer has been a Director of the Company since August 2001.
(5) Based on information contained in a Form 3 and Forms 4 filed by Mr.
Bock and certain other information. Mr. Bock has been a Director of the
Company since January 2005.
(6) Based on information contained in a Form 3 and Forms 4 filed by Mr.
Carney and certain other information. Consists of (i) 500 shares held
by Mr. Carney and (ii) 78,262 shares of Common Stock issuable upon
exercise of options that are currently exercisable or will be
exercisable within 60 days of February 23, 2007. Mr. Carney has been a
Director of the Company since May 2003.
(7) Based on information contained in Forms 4 filed by Mr. Lam and certain
other information. Consists of (i) 38,003 shares held by Mr. Lam
including 20,000 restricted shares, (ii) 1,234 shares of Common Stock
held by Mr. Lam's spouse, and (iii) 595,943 shares of Common Stock
issuable upon exercise of options that are currently exercisable or
will be exercisable within 60 days of February 23, 2007. Mr. Lam has
served as vice president of the Company and its predecessor entity
since April 2000.
(8) Based on information contained in a Form 3 and Forms 4 filed by Mr.
Weber and certain other information. Consists of (i) 20,000 restricted
shares and (ii) 232,979 shares of Common Stock issuable upon exercise
of options that are currently exercisable or will be exercisable within
60 days of February 23, 2007. Mr. Weber has served as Chief Financial
Officer, Treasurer and a Vice President since February 2004. Prior to
becoming Chief Financial Officer, Mr. Weber served as worldwide
Corporate Controller of the Company and its predecessor entity, since
April 2001.
(9) Based on information contained in a Form 3 and Forms 4 filed by Mr. Wu
and certain other information. Consists of (i) 222,020 shares held by
Mr. Wu, including 20,000 restricted shares and (ii) 307,350 shares of
Common Stock issuable upon exercise of options that are currently
exercisable or will be exercisable within 60 days of February 23, 2007.
Mr. Wu has served as Vice President of Business Development of the
Company and its predecessor entity since November 2000.
(10) Based on information contained in a Form 3 and Forms 4 filed by Mr.
Kaufman and certain other information. Mr. Kaufman has been a Director
of the Company since May 10, 2005.
(11) Alex Chen has been Managing Director of FalconStor's Shanghai office
for at least the past three years. The shares being offered for resale
hereby consists of restricted stock.
(12) Alan Chen has been a Vice President of FalconStor for at least the past
three years. The shares being offered for resale hereby consists of
restricted stock.
(13) Eric Chen has been a Vice President of FalconStor and the General
Manager of the Asia-Pacific Region for at least the past three years.
The shares being offered for resale hereby consists of restricted
stock.
(14) Seth Horowitz has been Vice President, General Counsel & Secretary of
FalconStor for at least the past three years. The shares being offered
for resale hereby consists of restricted stock.
(15) Alex Jiang has been a Vice President of FalconStor for at least the
past three years. The shares being offered for resale hereby consists
of restricted stock.
(16) John Lallier has been a Vice President of FalconStor for at least the
past three years. The shares being offered for resale hereby consists
of restricted stock. In addition, Mr. Lallier holds 28,844 shares of
Common Stock.
(17) Wai Lam has been a Vice President of FalconStor for at least the past
three years. The shares being offered for resale hereby consists of
restricted stock.
(18) Prakash Manden has been a Vice President of FalconStor since May 2004.
Prior to May, 2004, Mr. Manden was an employee of FalconStor. The
shares being offered for resale hereby consists of restricted stock.
(19) Seth Oxenhorn has been Director, Business Development of FalconStor for
at least the past three years. The shares being offered for resale
hereby consists of restricted stock. In addition, Mr. Oxenhorn may be
deemed the beneficial owner of 211,077 shares of Common Stock held by
the Eli Oxenhorn Family Limited Partnership (the "EOFLP"). Mr.
Oxehnhorn disclaims beneficial ownership of the securities held by the
EOFLP, except to the extent of his equity interest therein.
(20) Jimmy Wu has been a Vice President of FalconStor for at least the past
three years. The shares being offered for resale hereby consists of
restricted stock.
(21) These shares were received as a gift from Bernard Wu.
Alex Chen, Alan Chen and Eric Chen are not related.
Wayne Lam and Wai Lam are brothers.
Bernard Wu and Jimmy Wu are not related.