FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION STATEMENT NO. 333-131184
RAPTOR NETWORKS TECHNOLOGY, INC.
PROSPECTUS SUPPLEMENT NO. 2 DATED NOVEMBER 28, 2007
TO PROSPECTUS DATED OCTOBER 2, 2007
The prospectus of Raptor Networks Technology, Inc. (the "Company," "we," "us,"
"our") dated October 2, 2007 (Registration Statement No. 333-131184), as
previously supplemented by prospectus supplement no. 1 dated November 15, 2007,
is further supplemented to include the following new or updated information:
The "Selling Security Holders' Table" contained in the prospectus is updated to
reflect changes in beneficial ownership of the selling security holders named
below:
The second entry in the table on page 57 of the prospectus is amended and
superceded by the following entry:
SHARES OF COMMON STOCK BENEFICIALLY SHARES OF COMMON STOCK SHARES OF COMMON STOCK
OWNED PRIOR TO OFFERING BEING OFFERED BENEFICALLY OWNED AFTER OFFERING
NAME OF ------------------------------------- ------------------------ -----------------------------------
BENEFICIAL
OWNER NUMBER PERCENTAGE NUMBER PERCENTAGE
- ------------------------ --------------- ---------------- ------------- ------------------
Brookstreet Securities
Corporation (c) 1,020,094 (233) 1.59% 1,020,094 (s) (233) - -
An entry is added to the bottom of the Selling Security Holders' Table for Jamie
Mieko Hamamoto as follows:
SHARES OF COMMON STOCK BENEFICIALLY SHARES OF COMMON STOCK SHARES OF COMMON STOCK
OWNED PRIOR TO OFFERING BEING OFFERED BENEFICALLY OWNED AFTER OFFERING
NAME OF ------------------------------------- ------------------------ -----------------------------------
BENEFICIAL
OWNER NUMBER PERCENTAGE NUMBER PERCENTAGE
- ------------------------- ----------------- ---------------- ------------- ------------------
Jamie Mieko Hamamoto (a) 42,770 (259) * 42,770 (y) (259) - -
Footnote (c) on page 58 of the prospectus is amended and superceded by the
following:
(c) Brookstreet Securities Corporation has represented to us that it is a
SEC-registered broker-dealer. With respect to 668,245 shares of common
stock offered by Brookstreet Securities Corporation hereunder, it has
represented to us that it is not acting as an underwriter in this
offering, it acquired the shares in the ordinary course of business as
transaction-based compensation for investment banking services, and at
the time of such acquisition, it had no agreements or understandings,
directly or indirectly, with any person to distribute the shares. With
respect to 351,849 shares of common stock offered by Brookstreet
Securities Corporation hereunder, it did not acquire such shares in the
ordinary course of business as transaction-based compensation for
investment banking services and, therefore, is deemed by the SEC to be
acting as an underwriter with respect to these shares.
Footnote (y) is added to page 61 of the prospectus as follows:
(y) The shares of common stock offered by the selling security holder
hereunder were acquired by the selling security holder upon exercise of
Series H Warrants assigned from Brookstreet Securities Corporation,
which acquired the warrants pursuant to the transactions described in
footnote (k) above.
Footnote 233 on page 69 of the prospectus is amended and superceded by the
following:
(233) Includes 1,020,094 shares of common stock held by Brookstreet
Securities Corporation, the power to vote or dispose of which is held
by Stanley C. Brooks as President and CEO of Brookstreet Securities
Corporation. In addition, 200,000 shares of common stock and 50,000
shares underlying Series G Warrants are held in the name of NFS, FMTC,
FBO: Stanley Clifton Brooks IRA 0JR-567469, which shares are also being
offered under this prospectus.
Footnote 259 is added to page 70 of the prospectus as follows:
(259) Includes 42,770 shares of common stock received upon the exercise of
Series H Warrants assigned from Brookstreet Securities Corporation.
(end of prospectus supplement no. 2)