As Filed Pursuant to Rules 424(b)(3) and 424(c)
Registration No. 33-60711
INTERDIGITAL COMMUNICATIONS CORPORATION
PROSPECTUS SUPPLEMENT
Dated December 5, 2002 to
Prospectus Dated January 3, 1996
The following information supplements and amends the Prospectus of
InterDigital Communications Corporation (the "Company") dated January 3, 1996
(the "Prospectus"). As used herein, capitalized terms not otherwise specifically
defined herein shall have the meaning given in the Prospectus.
This Prospectus Supplement relates to the resale by the Selling
Shareholders of shares of Common Stock, $.01 par value per share (the "Common
Stock") of the Company which may be issued by the Company upon the exercise of
outstanding warrants (the "Warrants") to purchase shares of Common Stock at per
share exercise prices ranging from $2.50 to $10.00. The issuance of the shares
of Common Stock upon exercise of the Warrants is not covered by the Prospectus,
but rather only the resale of such shares. See "Selling Shareholders."
Upon the effectiveness of the registration statement on Form S-3
initially filed by the Company on June 29, 1995, Cerberus International Ltd.,
JMG Capital Partners, L.P., Taft Securities and UltraCerberus Ltd. were each
listed as Selling Shareholders. Subsequent thereto, Cerberus International Ltd.,
JMG Capital Partners, L.P. and UltraCerberus Ltd. each transferred their
Warrants to Libertyview and Taft Securities transferred its Warrants to
Libertyview and Lehman Brothers, in a series of private transactions. As a
result, Libertyview and Lehman Brothers have been substituted for Cerberus
International Ltd., JMG Capital Partners, L.P., Taft Securities and
UltraCerberus Ltd., in the Prospectus.
The information appearing in the table below, as of the date hereof,
supplements and supersedes in part the information in the table appearing under
the heading "Selling Shareholders" in the Prospectus:
Beneficial Ownership
After Offering
-----------------------------------------
Number of Shares
Beneficially Owned Number of Shares Percent of Class (if
Name Prior to Offering Offered Number of Shares greater than 1%)
------------- ------------------- ---------------- ---------------- ---------------------
Libertyview 5,200(40) 5,200(40) -- --
Libertyview 57,050(59) 57,050(59) -- --
Lehman Brothers 387,500(101) 387,500(101) -- --
Libertyview 50,000(101) 50,000(101) -- --
Libertyview 3,000(104) 3,000(104) -- --
40. Consists of 5,200 shares issuable upon the exercise of warrants to purchase
such shares at $5.50 per share which expire on December 21, 2002.
59. Consists of 57,050 shares issuable upon the exercise of warrants to purchase
such shares at $5.50 per share which expire on December 21, 2002.
101. Consists of 437,500 shares issuable upon the exercise of warrants to
purchase such shares at $5.50 per share which expire on December 21, 2002.
104. Consists of 3,000 shares issuable upon the exercise of warrants to purchase
such shares at $5.50 per share which expire on December 21, 2002.
_______________
This document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933.