Prospectus
Supplement Filed pursuant to Rule 424(b)(3)
Registration No. 333-130251
PROSPECTUS
SUPPLEMENT NO. 4
DATED OCTOBER 24, 2006
(To Prospectus Dated August 7, 2006)
LIQUIDMETAL TECHNOLOGIES, INC.
11,614,322 Shares of Common Stock
This prospectus supplement supplements information contained in, and should be read in conjunction with, that certain Prospectus, dated August 7, 2006, of Liquidmetal Technologies, Inc., as supplemented by Supplement #1, dated August 9, 2006, Supplement #2, dated August 16, 2006, and Supplement #3, dated October 12, 2006.
This prospectus supplement is not complete without, and may not be delivered or used except in connection with, the original Prospectus and Supplements #1, #2, and #3 thereto. The Prospectus relates to the public sale, from time to time, of up to 11,614,322 shares of our common stock by the selling shareholders identified in the Prospectus.
The information attached to this prospectus supplement modifies and supersedes, in part, the information in the Prospectus, as supplemented. Any information that is modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus, except as modified or superseded by this prospectus supplement or Prospectus Supplements #1, #2, and #3.
This prospectus supplement includes the attached Current Reports on Form 8-K, as filed by us with the Securities and Exchange Commission on October 20, 2006 and October 24, 2006.
We may amend or supplement the Prospectus, as supplemented, from time to time by filing amendments or supplements as required. You should read the entire Prospectus and any amendments or supplements carefully before you make an investment decision.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities or determined if this Prospectus Supplement (or the original Prospectus, as previously supplemented) is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is October 24, 2006.
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Date of Report (Date of earliest event reported): October 19, 2006
(Exact name of Company as Specified in its Charter)
Delaware |
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000-31332 |
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33-0264467 |
(State or other jurisdiction of |
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(Commission File Number) |
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(I.R.S. Employer |
incorporation or organization) |
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Identification No.) |
25800 Commercentre Dr., Suite 100
Lake Forest, CA 92630
(Address of Principal Executive Offices; Zip Code)
Companys telephone number, including area code: (949) 206-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
LIQUIDMETAL TECHNOLOGIES, INC.
FORM 8-K
Item 7.01 Regulation FD Disclosure.
See press release attached hereto as exhibit 99.1.
The information in Item 7.01 of this Current Report is furnished pursuant to Item 7.01 and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information will also not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.
LIQUIDMETAL TECHNOLOGIES, INC. |
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By: |
/s/ Larry Buffington |
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Larry Buffington |
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President and Chief Executive Officer |
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Date: October 20, 2006 |
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EXHIBIT INDEX
Exhibit Number |
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Description |
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99.1 |
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Press release dated October 20, 2006 |
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Exhibit 99.1
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News Release |
CONTACT: |
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Otis Buchanan |
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Liquidmetal Technologies |
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949-206-8020 |
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otis.buchanan@liquidmetal.com |
Court Approves Liquidmetal® Technologies Class Action Settlement
LAKE FOREST, Ca. October 20th, 2006-Liquidmetal® Technologies, Inc. (OTCBB: LQMT) announced today that the federal judge presiding over the consolidated class action entitled Primavera Investors v. Liquidmetal Technologies, Inc., et al., which was pending in the United States District Court for the Middle District of Florida, has approved the previously-disclosed settlement of the class action. In connection with the settlement, Liquidmetals directors and officers liability insurers contributed $7,025,000 to a settlement fund, from which claims of eligible class members will be paid in accordance with a Court-approved plan of allocation.
The consolidated class action arose from a number of lawsuits filed in 2004 under the federal securities laws against Liquidmetal and certain of its former and current directors and officers. The class action settlement is part of a previously-disclosed agreement to settle the class action and two pending derivative actions, which were also filed in 2004 based upon the same facts and circumstances underlying the class action, for a total of $7.5 million: $7,025,000 for the consolidated class action, and $475,000 for the two derivative actions. In addition, Liquidmetal will commit to maintain or implement various corporate governance measures in connection with the settlement of the derivative actions. Final documentation and approval of the settlement of the derivative actions remains outstanding.
About Liquidmetal Technologies
Liquidmetal Technologies (www.liquidmetal.com) is the leading developer, manufacturer, and marketer of products made from amorphous alloys. Amorphous alloys are unique materials that are characterized by a random atomic structure, in contrast to the crystalline atomic structure possessed by ordinary metals and alloys. Bulk Liquidmetal® alloys are two to three times stronger than commonly used titanium alloys, harder than tool steel, and relatively non-corrosive and wear resistant. Bulk Liquidmetal alloys can also be molded into precision net-shaped parts similar to plastics, resulting in intricate and sophisticated engineered designs. Liquidmetal Technologies is the first company to produce amorphous alloys in commercially viable bulk form, enabling significant improvements in products across a wide array of industries. The combination of a super alloys performance coupled with unique processing
advantages positions Liquidmetal alloys for what the company believes will be The Third Revolution in material science.
This press release may contain forward-looking statements that involve risks and uncertainties, including statements regarding our plans, future events, objectives, expectations, forecasts, or assumptions. Any statement in this press release that is not a statement of historical fact is a forward-looking statement, and in some cases, words such as believe, estimate, project, expect, intend, may, anticipate, plans, seeks, and similar expressions identify forward-looking statements. These statements involve risks and uncertainties that could cause actual outcomes and results to differ materially from the anticipated outcomes or result, and undue reliance should not be placed on these statements. These risks and uncertainties may include: our limited operating history in developing and manufacturing products from bulk amorphous alloys; the adoption of our alloys by customers; the commercial success of our customers products; our ability to identify, develop, and commercialize new applications for our alloys; competition with suppliers of incumbent materials; the development of new materials that render our alloys obsolete; the ability to manage our anticipated growth; our limited direct experience in manufacturing bulk alloy products; scaling-up our manufacturing facilities; protecting our intellectual property; problems associated with manufacturing and selling our alloys outside of the United States; and other risks and uncertainties discussed in filings made with the Securities and Exchange Commission (including risks described in subsequent reports on Form 10-Q, Form 10-K, Form 8-K, and other filings). Liquidmetal Technologies disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 20, 2006
(Exact name of Registrant as Specified in its Charter)
Delaware |
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000-31332 |
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33-0264467 |
(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer |
25800 Commercentre Dr., Suite 100
Lake Forest, CA
92630
(Address of Principal Executive Offices; Zip Code)
Registrants telephone number, including area code: (949) 206-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
LIQUIDMETAL TECHNOLOGIES, INC.
FORM 8-K
Item 1.01. Entry into a Material Definitive Agreement.
Item 1.02. Termination of a Material Definitive Agreement.
As described more particularly in Item 5.02 below, on October 20, 2006, James Kang resigned as director of Liquidmetal Technologies, Inc. (the Company). In connection with such resignation, Mr. Kang has also agreed to resign as an officer and employee of the Company and to terminate his Employment Agreement (dated May 1, 2001, as amended) with the Company. In consideration of Mr. Kangs agreement to terminate his Employment Agreement and in lieu of the payment of any severance thereunder, Mr. Kang has entered into a Consulting Agreement with the Company with a term of 3 years. Under the Consulting Agreement, Mr. Kang will be required to provide advice and assistance to the Company in connection with the development, manufacture, fabrication, marketing, distribution, and sale of amorphous metal alloys during the term of the agreement. Mr. Kang will be paid a consulting fee of $200,000 per year under the agreement.
Item 5.02. Departure of Director; Election of Directors.
On October 20, 2006, James Kang resigned as a director of the Company, and Patrick Caruana was elected to the Companys Board of Directors to fill the vacancy created by Mr. Kangs resignation. The resignation of Mr. Kang and election of Mr. Caruana were undertaken in order to increase the proportion of independent directors on the Companys Board. Mr. Kangs resignation was not the result of any disagreement with the Company known to an executive officer of the Company on any matter relating to the Companys operations, policies, or practices.
Mr. Caruana will serve as a Class III Director whose term will expire at the annual stockholder meeting for 2007. In connection with Mr. Caruanas election as a director, there was no arrangement or understanding between Mr. Caruana and any other persons pursuant to which Mr. Caruana was elected as a director.
From 2002 through February 2005, Mr. Caruana served as Vice President of Northrop Grumman Space Technology and was the Corporate lead for Missile and Defense business development in the Asia market. Mr. Caruana served as Vice President and Program Manager for TRW Space & Electronics from August 1999 until the Company was acquired by Northrup Grumman in 2002. Prior to joining TRW, Mr. Caruana served 36 years in the U.S. Air Force, retiring the grade of Lieutenant General. Mr. Caruana is a graduate of the U.S. Air Force Academy, where he earned a bachelors degree in engineering. In 1972, Mr. Caruana received a Master of Science degree in Mathematics from Texas A&M University.
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Item 7.01. Regulation FD Disclosure.
See press release, dated October 24, 2006, attached hereto as Exhibit 99.1 announcing director changes at the Company.
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunder duly authorized.
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LIQUIDMETAL TECHNOLOGIES, INC. |
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By: |
/s/ Larry E. Buffington |
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Larry E. Buffington |
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President and Chief Executive Officer |
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Date: October 24, 2006 |
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EXHIBIT INDEX
Exhibit Number |
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Description |
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10.1 |
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Consulting Agreement, dated October 20, 2006, between Liquidmetal Technologies, Inc. and James Kang. |
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99.1 |
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Press Release, dated October 24, 2006, announcing director changes at Liquidmetal Technologies, Inc. |
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Exhibit 10.1
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT (this Agreement) is made and entered into effective as of October 20, 2006 (the Effective Date), by and between LIQUIDMETAL TECHNOLOGIES, Inc., a Delaware corporation (the Company), and James Kang, an individual (the Consultant).
RECITALS
WHEREAS, upon the terms and conditions set forth in this Agreement, the Company desires to engage the Consultant to provide consulting services to the Company; and
WHEREAS, the Consultant desires to provide consulting services to the Company upon the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the foregoing recitals and for other good and valuable consideration, the parties hereto covenant and agree as follows:
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The Consultant acknowledges and agrees that, in light of the unique nature of the Companys business, the Company will market its products on a worldwide basis and will compete with various companies and businesses across and world. Accordingly, the Consultant agrees that the geographic scope of the above covenants is a reasonable means of protecting the Companys (and the Related Entities) legitimate business interests.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written.
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LIQUIDMETAL TECHNOLOGIES |
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By: |
/s/ Larry Buffington |
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Larry Buffington, President and CEO |
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Liquidmetal Technologies |
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25800 Commercentre Drive, Suite 100 |
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Lake Forest, CA 92630 |
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Facsimile Number: (949) 206-8008 |
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CONSULTANT |
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By: |
/s/ James Kang |
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James Kang, individual |
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Hyundai Hyperiod |
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Youngsan-Gu, Hannam-Dong |
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Seoul, Korea |
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Exhibit 99.1
News Release |
CONTACT: |
Otis Buchanan |
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Liquidmetal Technologies |
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949-206-8020 |
otis.buchanan@liquidmetal.com |
Liquidmetal® Technologies Announces Change to Board of Directors
Lake Forest, Ca. October 24th, 2006 Liquidmetal® Technologies Inc. (LQMT.OB) today announced the addition of retired General Patrick P. Caruana to the Liquidmetal Technologies board of directors. Caruana, a retired United States Air Force General and a recently retired vice president for Northrop Grumman Space Technology, a 29 billion dollar global defense enterprise, replaces Liquidmetal Technologies company founder James Kang, resulting in the creation of a board that has a majority of independent members.
New board member Caruana is a 36 year veteran of the U.S. Air Force retiring as a Lieutenant General. During that time he served in a full range of leadership and staff positions, including an air campaign planner and commander during the first Gulf War, directing the combat operations of twelve aircraft wings in six nations and the Indian Ocean. Mr. Caruana was also responsible for the oversight of several large development and procurement programs while supporting the Office of the Assistant Secretary of the Air Force for Acquisition at the Pentagon. He completed his military service in a capacity responsible for all of the space and missile operations of the U.S. Air Force at Air Force Space Command, in Colorado Springs, Colorado. A graduate of the U.S. Air Force Academy where he earned a Bachelors degree in engineering, Caruana received a Master of Science degree in mathematics from Texas A&M University. Mr. Caruana is the former Northrop Grumman Corporate lead for Missile and space Defense business development in the Asia market, and he is currently a consultant with Northrop Grumman Space Technology.
Chairman, John Kang, stated, We are excited to have General Caruana join our board. His experience and knowledge of the military as well as his wisdom in running a large organization will be a tremendous asset for the company. With the recent addition of new company President and CEO Larry Buffington, who has a history of growing companies, and General Caruanas addition to the board, Liquidmetal is well positioned for the next phase.
The resignation on the part of James Kang now aligns the Liquidmetal Technologies board of directors with four independent members, Dean Tanella, Bobb Biehl, CK Cho and Patrick Caruana, and two inside board members, John Kang and Professor William Johnson, the creator of the Liquidmetal alloy. James
Kang will provide consulting services to the Company as he advises the management on the future of the technology and manufacturing.
About Liquidmetal Technologies
Liquidmetal Technologies (www.liquidmetal.com) is the leading developer, manufacturer, and marketer of products made from amorphous alloys. Amorphous alloys are unique materials that are characterized by a random atomic structure, in contrast to the crystalline atomic structure possessed by ordinary metals and alloys. Bulk Liquidmetal® alloys are two to three times stronger than commonly used titanium alloys, harder than tool steel, and relatively non-corrosive and wear resistant. Bulk Liquidmetal alloys can also be molded into precision net-shaped parts similar to plastics, resulting in intricate and sophisticated engineered designs. Liquidmetal Technologies is the first company to produce amorphous alloys in commercially viable bulk form, enabling significant improvements in products across a wide array of industries. The combination of a super alloys performance coupled with unique processing advantages positions Liquidmetal alloys for what the company believes will be The Third Revolution in material science.
This press release may contain forward-looking statements that involve risks and uncertainties, including statements regarding our plans, future events, objectives, expectations, forecasts, or assumptions. Any statement in this press release that is not a statement of historical fact is a forward-looking statement, and in some cases, words such as believe, estimate, project, expect, intend, may, anticipate, plans, seeks, and similar expressions identify forward-looking statements. These statements involve risks and uncertainties that could cause actual outcomes and results to differ materially from the anticipated outcomes or result, and undue reliance should not be placed on these statements. These risks and uncertainties may include: our limited operating history in developing and manufacturing products from bulk amorphous alloys; the adoption of our alloys by customers; the commercial success of our customers products; our ability to identify, develop, and commercialize new applications for our alloys; competition with suppliers of incumbent materials; the development of new materials that render our alloys obsolete; the ability to manage our anticipated growth; our limited direct experience in manufacturing bulk alloy products; scaling-up our manufacturing facilities; protecting our intellectual property; problems associated with manufacturing and selling our alloys outside of the United States; and other risks and uncertainties discussed in filings made with the Securities and Exchange Commission (including risks described in subsequent reports on Form 10-Q, Form 10-K, Form 8-K, and other filings). Liquidmetal Technologies disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.