Filed Pursuant to Rule 424(b)(3) and Rule 424(c)
Registration No. 333-112887
January 12, 2005
Prospectus Supplement No. 1
To the Prospectus Dated January 10, 2005
of
HEARTLAND OIL AND GAS CORP.
Relating to
22,305,693 Shares of Common Stock of Bulldog Technologies Inc.
This prospectus supplement supplements our prospectus dated January 10, 2005, relating to the sale by certain selling stockholders of up to 22,305,693 shares of common stock of Heartland Oil and Gas Corp. held by or issuable to the selling stockholders:
- 19,927,575 shares of our common stock which were issued on September 27, 2004 in connection with private placements; and
- 2,378,118 shares of our common stock which were issued upon the conversion of Series A Convertible Preferred Stock, which Preferred Stock was issued on January 13, 2004 in a private placement.
You should read this supplement in conjunction with the prospectus. This supplement is qualified by reference to the prospectus, except to the extent the information in this supplement supersedes the information contained in the prospectus.
SELLING STOCKHOLDERS
The selling stockholders may offer and sell, from time to time, any or all of the common stock issued and the common stock issuable to them upon exercise of the share purchase warrants. Because the selling stockholders may offer all or only some portion of the 22,305,693 shares of common stock to be registered, no estimate can be given as to the amount or percentage of these shares of common stock that will be held by the selling stockholders upon termination of the offering.
The following table sets forth certain information regarding the beneficial ownership of shares of common stock by the selling stockholders as of December 13, 2004, and the number of shares of common stock covered by this prospectus. The number of shares in the table represents an estimate of the number of shares of common stock to be offered by the selling stockholder. None of the selling shareholders is a broker-dealer, or an affiliate of a broker-dealer to our knowledge.
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| Number of Shares Owned | |
# of | % of | ||||
BayStar Capital II, L.P.(4) | 500,000 | 358,400 | 858,400 | Nil | Nil |
North Sound Legacy Institutional | 535,048 | 535,048 | Nil | Nil | |
North Sound Legacy Fund LLC(5) | 52,914 | 52,914 | Nil | Nil | |
North Sound Legacy | 587,967 | 587,967 | Nil | Nil | |
HEM Properties(6) | 1,752,240 | 150,882 | 1,903,122 | Nil | Nil |
SDS Merchant Fund, LP(7) | 692,907 | 692,907 | Nil | Nil | |
Apollo Capital Management Group L.P.(8) | 420,000 | 420,000 | Nil | Nil | |
Apollo Microcap Partners L.P.(9) | 280,000 | 280,000 | Nil | Nil | |
BBT Fund, L.P.(10) | 1,600,000 | 1,600,000 | Nil | Nil | |
Brady Retirement Fund L.P.(11) | 56,800 | 56,800 | Nil | Nil | |
Bushido Capital Master Fund L.P. (12) | 200,000 | 200,000 | Nil | Nil | |
Castle Creek Technology Partners LLC(13) | 333,333 | 333,333 | Nil | Nil | |
Concentrated Alpha Partners, L.P. (14) | 400,000 | 400,000 | Nil | Nil | |
Cranshire Capital LP(15) | 266,667 | 266,667 | Nil | Nil | |
Crescent International Ltd.(16) | 200,000 | 200,000 | Nil | Nil | |
Dynamis Fund, Hot Issue Account(17) | 2,000,000 | 2,000,000 | Nil | Nil | |
Enable Growth Partners, LP(18) | 200,000 | 200,000 | Nil | Nil | |
ER Resources LP(19) | 300,000 | 300,000 | Nil | Nil | |
ER Value LP(19) | 200,000 | 200,000 | Nil | Nil | |
Frey Living Trust(20) | 33,333 | 33,333 | Nil | Nil | |
Gamma Opportunity Capital Partners, LP(21) | 200,000 | 200,000 | Nil | Nil | |
Gary Brennglass | 125,000 | 125,000 | Nil | Nil | |
Geary Partners(22) | 252,900 | 252,900 | Nil | Nil | |
Ironman Energy Capital, LP(23) | 400,000 | 400,000 | Nil | Nil | |
Irvin Capital International Ltd.(24) | 53,333 | 53,333 | Nil | Nil | |
Irvin Capital Partners III(24) | 30,000 | 30,000 | Nil | Nil | |
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Irvin Capital Partners, LP(24) | 250,001 | 250,001 | Nil | Nil | |
John Tognetti | 200,000 | 200,000 | Nil | Nil | |
Kellogg Capital Group LLC(25) | 600,000 | 600,000 | Nil | Nil | |
Atif Khan | 51,000 | 51,000 | Nil | Nil | |
GLG Investments PLC Sub-Fund(26) | 50,000 | 50,000 | Nil | Nil | |
GLG North American Opportunity Fund(26) | 580,000 | 580,000 | Nil | Nil | |
Omicron Master Trust(27) | 333,334 | 333,334 | Nil | Nil | |
Pemigewasset Partners L.P.(28) | 190,000 | 190,000 | Nil | Nil | |
Pemigewasset Partners Offshore(28) | 76,667 | 76,667 | Nil | Nil | |
Presidio Partners(29) | 356,300 | 356,300 | Nil | Nil | |
Prism Partners I, L.P.(30) | 750,000 | 750,000 | Nil | Nil | |
Prism Partners II Offshore Fund(30) | 750,000 | 750,000 | Nil | Nil | |
Robert Johnson Campbell | 100,000 | 100,000 | Nil | Nil | |
Heidi Harrer | 26,667 | 26,667 | Nil | Nil | |
543326 BC Ltd.(31) | 60,000 | 60,000 | Nil | Nil | |
Veredus Partners, L.P.(32) | 750,000 | 750,000 | Nil | Nil | |
Finwell & Co.(33) | 137,100 | 137,100 | Nil | Nil | |
Landwave & Co.(33) | 858,700 | 858,700 | Nil | Nil | |
Placer Creek Partners, L.P.(33) | 268,100 | 268,100 | Nil | Nil | |
Placer Creek Investors (Bermuda) L.P.(33) | 165,400 | 165,400 | Nil | Nil | |
Spindrift Partners, L.P.0.(33) | 1,285,900 | 1,285,900 | Nil | Nil | |
Spindrift Investors (Bermuda) L.P.(33) | 1,552,100 | 1,552,100 | Nil | Nil | |
Mac & Co.(33) | 109,700 | 109,700 | Nil | Nil | |
Global Natural Resources III(33) | 623,000 | 623,000 | Nil | Nil | |
TOTALS | 19,927,575 | 2,378,118 | 22,305,693 |
(1) Assumes all of the shares of common stock offered are sold. Based on 50,070,347 common shares issued and outstanding on December 13, 2004.
(2) The number of shares of common stock listed as beneficially owned by such selling stockholder represents the number of shares of common stock part of this Offering that were issued pursuant to private placement transactions in September of 2004.
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(3) Represents the number of shares that are part of this Offering that were issued in exchange for our Series A Convertible Preferred Shares.
(4) Baystar Capital Management, LLC, the general partner of Baystar Capital II, LLP, exercises dispositive and voting power with respect to the shares of common stock that Baystar Capital II, LLP. own. Mr. Steven Derby, Mr. Lawrence Goldfarb and Mr. Steven Lamar are the managing members of Baystar Capital Management, LLC.
(5) North Sound Capital LLC, Investment Advisor for North Sound Legacy Fund LLC, North Sound Legacy Institutional Fund LLC, and North Sound Legacy International Ltd., exercises dispositive and voting power with respect to the shares of common stock that North Sound Legacy Fund LLC, North Sound Legacy Institutional Fund LLC, and North Sound Legacy International Ltd. own. Mr. Thomas McAuley is the sole managing member of North Sound Capital LLC.
(6) Howard Einburg exercises dispositive and voting power with respect to the shares of common stock that HEM Properties own.
(7) SDS Capital Partners, LLC, the general partner of SDS Merchant Fund, L.P., exercises dispositive and voting power with respect to the shares of common stock that SDS Merchant Fund, L.P. own. Mr. Steven Derby is the sole member of SDS Capital Partners, LLC.
(8) Bayshore Capital Corp., the general partner of Apollo Capital Management Group L.P, exercises dispositive and voting power with respect to the shares of common stock that Apollo Capital Management Group L.P. own. Kyle Krueger is the President of Bayshore Capital Corp.
(9) Apollo Capital Corp., the general partner of Apollo Microcap Partners L.P., exercises dispositive and voting power with respect to the shares of common stock that Apollo Microcap Partners L.P. own. Kyle Krueger is the President of Apollo Capital Corp.
(10) BBT-FW, Inc, the general partner of BBT Fund, L.P., exercises dispositive and voting power with respect to the shares of common stock that BBT Fund, L.P. own. William O. Reimann is the vice-president of BBT-FW, Inc.
(11) William Brady, the general partner of the Brady Retirement Fund L.P., exercises dispositive and voting power with respect to the shares of common stock that the Brady Retirement Fund L.P. own.
(12) Christopher Rossman, managing director, exercises dispositive and voting power with respect to the shares of common stock that Bushido Capital Master Fund L.P. own.
(13) Castle Creek Partners exercises dispositive and voting power with respect to the shares of common stock that Castle Creek Technology Partners LLC own. Daniel Asher is the managing partner of Castle Creek Partners.
(14) CAP-FW, Inc., the general partner of Concentrated Alpha Partners L.P., exercises dispositive and voting power with respect to the shares of common stock that Concentrated Alpha Partners L.P. own. William O. Reimann is the vice-president of CAP-FW, Inc.
(15) Downsview Capital, the general partner of Cranshire Capital L.P., exercises dispositive and voting power with respect to the shares of common stock that Cranshire Capital L.P. own. Mitchell P. Kopin is the President of Downsview Capital.
(16) Mel Craw and Maxi Breezi exercise dispositive and voting power with respect to the shares of common stock that Crescent International Ltd. own.
(17) Alexander H. Bocock, partner, exercises dispositive and voting power with respect to the shares of common stock that the Dynamis Fund, Hot Issue Account own.
(18) Brendan O'Neil exercises dispositive and voting power with respect to the shares of common stock that Enable Growth Partners L.P. own.
(19) ER Management, LLC, the general partner of ER Resources LP and ER Value LP, exercises dispositive and voting power with respect to the shares of common stock that ER Resources LP and ER Value LP own. Roland A. van Metzsch is the managing member of ER Management, LLC.
(20) Philip Frey exercises dispositive and voting power with respect to the shares of common stock that Frey Living Trust own.
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(21) Chris Rossman and Jonathan Knight exercise dispositive and voting power with respect to the shares of common stock that Gamma Opportunity Capital Partners, LP own.
(22) William Brady, the general partner, exercises dispositive and voting power with respect to the shares of common stock that Geary Partners own.
(23) G. Bryan Dutt, the managing director, exercises dispositive and voting power with respect to the shares of common stock that Ironman Energy Capital L.P. own.
(24) David M. Bunzell, general partner, exercises dispositive and voting power with respect to the shares of common stock that Irvine Capital International Ltd., Irvine Capital Partners III and Irvine Capital Partners, LP own.
(25) Nicholas Cappelleri, controller, exercises dispositive and voting power with respect to the shares of common stock that Kellogg Capital Group LLC own.
(26) GLG Partners LP exercises dispositive and voting power with respect to the shares of common stock that GLG Investments PLC SubFund and GLG North American Opportunity Fund own. Noam Gottesman is the Managing Director of GLG Partners LP.
(27) Bruce Bernstein, managing partner, exercises dispositive and voting power with respect to the shares of common stock that Omicron Master Trust own.
(28) James B. Vose, the managing member of the general partner, exercises dispositive and voting power with respect to the shares of common stock that Pemigawasset Partners L.P. and Pemigawasset Partners Offshore own.
(29) William Brady, the general partner of Presdio Partners, exercises dispositive and voting power with respect to the shares of common stock that Presidio Partners own.
(30) Jerald M. Weintraub, manager, exercises dispositive and voting power with respect to the shares of common stock that Prism Partners I, L.P. and Prism Partners II Offshore Fund own.
(31) Jamie Walker exercises dispositive and voting power with respect to the shares of common stock that 543326 B.C. Ltd. own.
(32) Veredus Asset Management LLC, the general partner of Veredus Partners L.P. exercises dispositive and voting power with respect to the shares of common stock that Veredus Partners L.P. own. James R. Jenkins is the Vice - President and Chief Operating Officer of Veredus Asset Management LLC.
(33) Wellington Management Company, LLP, exercises dispositive and voting power with respect to the shares of common stock owned by Finwell & Co., Landwave & Co., Placer Creek Partners L.P., Placer Creek Investors (Bermuda) L.P., Spindrift Partners L.P., Spindrift Investors (Bermuda) L.P., Mac & Co. and Global Natural Resources III. Julie A. Jenkins is the Vice-President and Counsel of Wellington Management Company, LLP.
We may require the selling security holder to suspend the sales of the securities offered by this prospectus upon the occurrence of any event that makes any statement in this prospectus or the related registration statement untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.