FILED PURSUANT TO RULE 424(B)(3)
FILE NO. 333-48934
SUPPLEMENT NO. 1 TO
PROSPECTUS OF
EVCI CAREER COLLEGES INCORPORATED
1,962,891 SHARES OF COMMON STOCK
This Prospectus Supplement supplements the prospectus dated January 18,
2001, which relates to 1,962,891 shares of common stock of EVCI Career Colleges
Incorporated, a Delaware corporation.
----------------------------------------------
THESE ARE SPECULATIVE SECURITIES AND THIS
INVESTMENT INVOLVES A HIGH DEGREE OF RISK.
SEE "FORWARD-LOOKING STATEMENTS AND
RISK FACTORS" BEGINNING ON PAGE 5
OF THE PROSPECTUS.
----------------------------------------------
THE SECURITIES AND EXCHANGE COMMISSION AND STATE SECURITIES REGULATORS HAVE
NOT APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS
TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This Prospectus Supplement is dated November 7, 2003.
As a result of the transactions disclosed in our Form 8-K dated October 10,
2003, the following are no longer selling stockholders and the 12 investors
referred to in the table below acquired 1,165,555 shares of our common stock
form Amaranth and became selling stockholders:
Amaranth Trading, L.L.C.
Seneca Capital International, Ltd.
Seneca Capital L.P.
Merced Partners Limited Partnership
Lakeshore International, Ltd.
The following table sets forth information regarding those 12 selling
stockholders. We know of no material relationship between any of them and us
during the past three years. After the offering is complete, none of the selling
stockholders will own more than one percent of our outstanding common stock
except as indicated in the footnotes to the table.
SHARES OWNED AS SHARES
NAME OF 10/14/03 OFFERED
Belle Haven Investments, L.P. 125,000(1) 125,000
C.S.L. Associates L.P. 354,300(2) 65,000
DEWI Investments Limited 448,084(3) 56,000
Gary Glaser 100,000 100,000
William S. Lapp 115,000 100,000
Grace and Charles Lipson (JTWROS) 55,000 35,000
Malka Investments Limited 306,818(4) 306,818
Barbara Potter 25,000 25,000
RW Urbanek MD PC Pension Profit Sharing Trust DTD 7/1/77 100,000 100,000
Tilson Growth Fund, L.P. 700,385(5) 181,517
Tilson Offshore Fund, L.P. 95,975(6) 25,220
Avraham M. Ziskind 62,600 46,000
------- -------
2,488,162 1,165,555
========= =========
--------------
(1) Also beneficially owned by Belle Haven Capital, Management, Inc., as
general partner.
(2) Includes 55,000 shares owned by Grace and Charles Lipson (JTWROS). Mr.
Lipson is the general partner of C.S.L. Associates L.P. The 254,300 shares not
offered constitute approximately 2.4% of EVCI's outstanding common stock as of
October 14, 2003.
(3) Valdir Managers Limited has the voting and investment power over these
shares. The 392,084 shares not offered constitute approximately 3.7% of EVCI's
outstanding common stock as of October 14, 2003.
(4) Desmond Reoch and Peter I. Montegriffo have the voting and investment
power over these shares.
(5) Includes 103,774 shares purchasable upon exercise of currently
exercisable warrants. All shares are also beneficially owned by Tilson Capital
Partners, LLC ("TCP") and Whitney Tilson. TCP is the general partner of Tilson
Growth Fund, L.P. ("TGF") and Whitney Tilson is the managing member of TCP. The
address of TGF, TCP and Whitney Tilson is 1165 Fifth Avenue, Suite 4C, New York,
New York 10029. The 518,868 shares not offered constitute approximately 4.9% of
EVCI's outstanding common stock as of October 14, 2003.
(6) Includes 14,151 shares purchasable upon exercise of currently
exercisable warrants. All shares are beneficially owned by Tilson Offshore
Partners, LLC ("TOP") and Whitney Tilson. TOP is the investment manager for
Tilson Offshore Fund, L.P. ("TOF"). Mr. Tilson is the managing member of TOP.
TOF's address is c/o Walkers SPV Ltd., P.O. Box 908 GT, Walkers House, Mary
Street, George Town, Cayman Islands. The 589,623 shares not offered by TGF and
TOF, and beneficially owned by Whitney Tilson, constitute approximately 5.6% of
EVCI's outstanding common stock as of October 14, 2003.