Silverstar Holdings Ltd - Prospectus filed pursuant to Rule 424(b)(3) (424B3)
17 Gennaio 2008 - 10:10PM
Edgar (US Regulatory)
PROSPECTUS SUPPLEMENT NO.
2
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Filed Pursuant to Rule 424(b)(3)
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to Prospectus dated
October 4, 2007
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Registration
No. 333-146234
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SILVERSTAR HOLDINGS LTD.
7,141,126 Shares of Common Stock
This prospectus supplement no. 2 supplements and amends the prospectus dated
October 4, 2007 (the “Prospectus”), as supplemented by Prospectus Supplement
No. 1 dated January 2, 2008 (the “Prospectus Supplement No. 1”) relating to
resales by selling shareholders of our common stock as described in the Prospectus and the
Prospectus Supplement No. 1.
This prospectus supplement should be read in conjunction with, and is not
complete without, and may not be delivered or utilized without, the Prospectus and the
Prospectus Supplement No. 1. This prospectus supplement updates information in the
Prospectus and the Prospectus Supplement No. 1 and, accordingly, to the extent
inconsistent, the information in the prospectus supplement supersedes the information
contained in the Prospectus and the Prospectus Supplement No. 1.
The securities offered hereby involve significant risks and
uncertainties. These risks are described under the caption “Risk Factors”
beginning on page 3 of the Prospectus. You should consider these Risk Factors before
purchasing these securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this prospectus
supplement is truthful or complete.
Any representation to the contrary is a criminal offense.
The date
of this prospectus supplement no. 2 is January 17, 2008.
SELLING SHAREHOLDERS
The information in the table appearing under the heading “Selling
Shareholders” of the Prospectus and the Prospectus Supplement No. 1 is supplemented
and amended by superseding the information with respect to the selling shareholders listed
below who were previously listed in the Prospectus and the Prospectus Supplement No. 1 as
of the date of this prospectus supplement. We are not updating any information with respect
to any other selling shareholder set forth in the Prospectus and the Prospectus Supplement
No. 1 other than with respect to the selling shareholders set forth below.
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Shares of Common Stock Beneficially Owned Prior to
Offering
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Percent of Class Owned Prior to Offering
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Shares of Common Stock to be Sold
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Beneficial Ownership After Offering if All Shares are
Sold
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Percent of Class Owned After Offering if All Shares are
Sold
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Capital Ventures International #(2)
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345,000
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1.7%
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225,318
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119,682
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1.0%
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Crestview Capital Master, LLC (3)
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475,960 (4)
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2.4%
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157,723 (5)
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318,237 (6)
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1.6%
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#
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Broker-Dealer Affiliate
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(1)
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The term “selling shareholder” includes donees,
pledges, transferees or other successors-in-interest selling shares
received after the date of this prospectus from a selling shareholder as a
gift, pledge, partnership distribution or other non-sale related
transfer.
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(2)
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Heights Capital Management, Inc., the authorized agent of
Capital Ventures International (“CVI”), has discretionary
authority to vote and dispose of the shares held by CVI and may be deemed
to be the beneficial owner of these shares. Martin Kobinger, in his
capacity as Investment Manager of Heights Capital Management, Inc., may
also be deemed to have investment discretion and voting power over the
shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of
these shares.
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(3)
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Crestview Capital Partners, LLC (“CCP”) is the
sole managing member of Crestview Capital Master, LLC (“CCM”)
and may be deemed to have sole voting and investment power with respect to
the securities beneficially owned by CCM. CCP disclaims beneficial
ownership of these securities. The Managing Members of CCP are
Stewart Flink, Robert Hoyt and Daniel Warsh, each of whom may be deemed to
have voting and dispositive power over securities beneficially owned by
CCM, and each of whom also disclaims beneficial ownership of these
securities. Mr. Flink is an affiliate of a broker-dealer and it has been
confirmed to us that the securities were acquired to be resold in the
ordinary course of business and that there are no arrangements with any
other persons, whether directly or indirectly, to dispose of the
securities.
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(4)
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Consists of 475,960 shares of common stock issuable upon
exercise of warrants.
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(5)
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Consists of 157,723 shares of common stock issuable upon
exercise of warrants.
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(6)
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Consists of 318,237 shares of common stock issuable upon
exercise of warrants.
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