Media Sciences International
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-122400
PROSPECTUS SUPPLEMENT
(to prospectus dated April 6, 2005)
MEDIA SCIENCES INTERNATIONAL, INC.
5,650,309 SHARES OF COMMON STOCK
This prospectus supplement supplements the prospectus dated April 6, 2005
relating to the resale of 5,650,309 shares of common stock of Media Sciences
International, Inc., a Delaware corporation, that may be offered and sold from
time to time by the selling stockholders identified therein. This prospectus
supplement contains information on ownership of shares of our common stock
beneficially owned and offered under the prospectus. This prospectus supplement
should be read in conjunction with the prospectus, and this prospectus
supplement is qualified by reference to the prospectus, except to the extent
that the information provided by this prospectus supplement supersedes the
information contained in the prospectus.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 OF THE PROSPECTUS FOR A DISCUSSION OF
CERTAIN FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
The table on page 9 of the prospectus setting forth information concerning the
selling stockholders are amended (a) to update and replace the information for
the shares to be resold by Donald Gunn set forth in that table with the
information set forth below and (b) to add information for a selling
stockholder, who is a transferee of certain securities formerly held by Donald
Gunn, as follows:
Number of Percent
Number of Shares Number of Shares Owned Owned
Owned Prior to this Shares Being After this After
Name of Selling Stockholder Offering (a)(b) Offered Offering (c) Offering (d)
--------------------------- ------------------- ------------ ------------ ------------
Gunn, Donald (1) 37,500 12,500 25,000 *
Bruno, Elizabeth A. 12,500 12,500 0 *
* Represents less than one percent.
(a) Includes shares underlying stock options and warrants which are included in
this prospectus.
(b) The selling shareholders may have sold or transferred, in transactions
exempt from the registration requirements of the Securities Act, some or
all of their shares since the dates as of which the information in the
above table was supplied to us. Information about the selling shareholders
may change over time. We will file a prospectus supplement to name
successors to any named selling stockholders who are able to use the
prospectus to resell the securities.
(c) Assumes all of the shares offered by a selling stockholder pursuant to this
prospectus are sold.
(d) Based upon 11,844,474 shares to be outstanding after the offering, assuming
the issuance of shares underlying stock options and warrants included in
this prospectus.
(1) Selling stockholder is an officer or director of our company.
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.
Prospectus dated March 15, 2006