Document/Exhibit Description Pages Size
1: 10-Q Quarterly Report 19 79K
2: EX-10.36 Common Stock Purchase Agreement 21 123K
3: EX-10.37 Escrow Agreement 6 22K
4: EX-10.38 Stock Purchase Warrant 12 42K
5: EX-10.39 Registration Rights Agreement 12 50K
6: EX-10.40 Draw Down Notice/Compliance Certificate 1 6K
7: EX-10.41 Stock Purchase Agreement 5 24K
8: EX-10.42 Stock Purchase Agreement 5 24K
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 10-QSB
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the quarterly period ended: December 31, 2000
------------------
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____________ TO _________
Commission file number: 000-30405
World Wide Wireless Communications, Inc.
----------------------------------------
(Exact name of small business issuer as specified in its charter)
Nevada 4812 860887822
(State or jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation Identification No.) Classification
or organization) Code No.)
DOUGLAS P. HAFFER
520 Third Street, Suite 101
Oakland, CA 94607
-----------------------
(Address of principal executive offices)
(510) 839-6100
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
------ ------
State the number of shares outstanding of each of the issuer's classes of common
equity as of the latest practicable date.
Class Outstanding as of January 16, 2001
----- -----------------------------------
Common Stock, $.001 par value 89,417,795
Transitional Small Business Disclosure Format: Yes No X
-------- ---------
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION Page
----
Item 1. Consolidated Financial Statements:
Consolidated Balance Sheet - September 30, 2000 and
December 31, 2000 3
Consolidated Statement of Operations for the three months
Ended December 31, 2000 and 1999 4
Consolidated Statement of Cash Flows for the three months
Ended December 31, 2000 and 1999 5
Notes to the Consolidated Financial Statements
December 31, 2000 6
Item 2. Management's Discussion and Analysis of Financial
Results of Operations 7
PART II OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 2. Changes in Securities and Use of Proceeds 13
Item 5. Other Information 14
Item 6. Exhibits and Reports on Form 8-K 15
Item 7. Signatures 19
2
Part I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
[Enlarge/Download Table]
World Wide Wireless Communications, Inc. &
Subsidiaries
Condensed Consolidated Balance Sheet
December 31, September 30,
2000 2000
---- ----
(unaudited) (see note 1)
----------- ------------
Assets
Current Assets:
Cash & cash equivalents $ 984,274 $ 3,111,150
Other current assets 1,768,023 1,653,408
-------------------- ---------------------
Total Current Assets 2,752,297 4,764,558
-------------------- ---------------------
Frequency licenses 1,175,067 1,175,067
-------------------- ---------------------
Option on frequency licenses 500,000 500,000
-------------------- ---------------------
Deposit in acquisition 395,012 395,012
-------------------- ---------------------
Fixed Assets:
Equipment 2,993,691 2,466,736
Furniture and fixtures 91,938 91,938
Leasehold improvements 424,710 424,710
Less: Accumulated depreciation & amortization (258,110) (176,234)
-------------------- ---------------------
Total Fixed Assets 3,252,229 2,807,150
-------------------- ---------------------
Other assets 63,949 61,775
-------------------- ---------------------
Total Assets $ 8,138,554 $ 9,703,562
==================== =====================
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable, trade $ 1,962,598 $ 1,645,829
Accrued expenses 572,571 715,720
-------------------- ---------------------
Total Current Liabilities 2,535,169 2,361,549
Convertible debentures 5,323,202 5,227,678
-------------------- ---------------------
Total Liabilities 7,858,371 7,589,227
-------------------- ---------------------
Commitments and Contingencies - -
Minority interest 115,150 115,150
-------------------- ---------------------
Stockholders' Equity:
Common stock, par value $.001 per share,
100,000,000 shares authorized, 89,880,276 issued
and outstanding at December 31, 2000 89,881 86,264
Additional paid-in capital 17,065,714 17,069,330
Accumulated deficit (16,986,514) (15,155,249)
Accumulated other comprehensive loss (4,048) (1,160)
-------------------- ---------------------
Total Stockholders Equity 165,033 1,999,185
-------------------- ---------------------
Total Liabilities and Stockholders' Equity $ 8,138,554 $ 9,703,562
==================== =====================
3
[Enlarge/Download Table]
World Wide Wireless Communications, Inc. &
Subsidiaries
Condensed Consolidated Statement of Operations
UNAUDITED
Three Months Three Months
Ended December 31, Ended December
2000 1999
------------------ -------------------
Revenue $ 316,591 $ -
Cost of goods sold 256,196 -
------------------ -------------------
Gross profit 60,395 -
Operating expenses 1,860,011 829,189
------------------ -------------------
Operating income (loss) (1,799,616) (829,189)
Other income (expense) (31,650) -
------------------ -------------------
Net profit (loss) $ (1,831,266) $ (829,189)
================== ===================
Basic and diluted loss per
share $ (0.02) $ (0.01)
================== ===================
Number of shares used in
computing basic and diluted
loss per share 89,880,276 71,791,046
================== ===================
4
[Enlarge/Download Table]
World Wide Wireless Communications, Inc. &
Subsidiaries
Condensed Consolidated Statement of Cash Flows
UNAUDITED
For the For the
Three Months Three Months
Ended Ended
December 31, December 31,
2000 1999
------------------ -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss $ (1,831,266) $ (829,189)
Adjustments to reconcile net loss from operations
to net cash used by operating activities:
Other comprehensive (loss) (2,888) -
Common stock issued for services - 15,910
Depreciation and amortization expense 86,352 21,903
Interest payable added to principal of
debentures 95,524 -
Changes in operating assets and liabilities:
(Increase) decrease in prepaid and other (185,239) 60,580
Decrease in accounts receivable 63,974 -
(Decrease) in accrued expenses (143,149) (132,317)
Increase in accounts payable 316,771 -
------------------ -----------------
Net Cash (Used) by Operating Activities (1,599,921) (263,113)
------------------ -----------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Acquisition of frequency licenses - (1,200,000)
Purchase of fixed assets (526,955) (114,520)
------------------ -----------------
Net Cash (Used) by Investing Activities (526,955) (1,314,520)
------------------ -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock - 1,827,654
Proceeds from loan - 412,000
------------------ -----------------
Net Cash Provided by Financing Activities - 2,239,654
------------------ -----------------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (2,126,876) 62,021
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 3,111,150 275,082
------------------ -----------------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $984,274 $337,103
================== =================
SUPPLEMENTAL DISCLOSURES OF CASH:
Interest paid $ - $ -
Income taxes paid $ - $ -
SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Interest accrued on debentures, added to
the principal of the debentures $ 95,524 $ -
5
WORLD WIDE WIRELESS COMMUNICATIONS, INC & SUBSIDIARIES
NOTES TO THE INTERIM UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - NOTES TO THE INTERIM UNAUDITED FINANCIAL STATEMENTS.
Basis of Presentation
The accompanying unaudited condensed financial statements have
been prepared in accordance with generally accepted accounting
principles for interim financial information and with
instructions to Form 10-QSB. Accordingly, they do not include all
of the information and footnotes required by generally accepted
accounting principles for complete consolidated financial
statements included in this Form 10-QSB. The results of
operations for any interim period are not necessarily indicative
of results for the full year. These statements should be read in
conjunction with the audited financial statements and
accompanying notes for the year ended September 30, 2000.
The balance sheet at September 30, 2000 has been derived from
audited financial statements, but does not include all of the
information and footnotes required by generally accepted
accounting principles for complete financial statements.
Organization
The consolidated financial statements presented are those of
World Wide Wireless Communications, Inc., (the Company) and its
subsidiaries, Infotel Argentina, S.A. and Digital Way, S.A.. The
Company is engaged in activities related to advanced wireless
communications, including the acquisition of radio-frequency
spectrum both in the United States and internationally. The
Company also plans to license its Distributed Wireless Call
Processing System technology.
On December 31, 1999, The Company acquired a 51% interest in
Infotel Argentina S.A., a Buenos Aires based company which owns
Multi-channel Multipoint Distribution Service (MMDS) licenses in
eight of the largest Argentine cities including Buenos Aires.
Infotel also engages in telephone system integration and
engineering projects. Recently, the Argentine goverment revoked
all MMDS licenses including those issued to Infotel Argentina.
All proscribed steps have been taken to secure the reissuance of
the licenses and talks are ongoing with the appropriate Argentine
govermental agencies.
On February 29, 2000, the Company purchased 100% of Digital Way
S.A. a Peruvian telecommunications company. Digital Way holds
MMDS licenses in the Lima-Callao area. It holds local and
international long distance telephone licenses.
Consolidated Financial Statements
The accounts of the Company and its consolidated subsidiaries are
included in the consolidated financial statements after
elimination of significant intercompany accounts and
transactions. The consolidated subsidiaries are Infotel Argentina
of Argentina and Digital Way S.A. of Peru.
NOTE 2 COMPREHENSIVE INCOME AND FOREIGN CURRENCY TRANSACTIONS
Total comprehensive loss was $2,888 for the three months ended
December 31, 2000. There was no comprehensive income or loss for
the three months ended December 31, 1999.
NOTE 3 - BASIC AND DILUTED NET LOSS PER SHARE CALCULATION
The calculation of basic and diluted net loss per share is in
accordance with Statement of Financial Accounting Standard No.
128 "Earnings Per Share".
6
Item 2. Management's Discussion and Analysis
Special Note Regarding Forward Looking Statements
Certain statements in this Form 10-QSB, including information set forth under
this Item 2 "Management's Discussion and Analysis", constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995 (the "Act"). World Wide Wireless Communications, Inc. (the "Company")
desires to avail itself of certain "safe harbor" provisions of the Act and is
therefore including this special note to enable the Company to do so.
Forward-looking statements included in this Form 10-QSB or hereafter included in
other publicly available documents filed with the Securities and Exchange
Commission, reports to the Company's stockholders and other publicly available
statements issued or released by the Company involve known and unknown risks,
uncertainties, and other factors which could cause the Company's actual results,
performance (financial or operating) or achievements expressed or implied by
such forward looking statements. Such future results are based upon management's
best estimates based upon current conditions and the most recent results of
operations. We cannot assure that any of our expectations will be realized, and
actual results and occurrences may differ materially from our expectations as
stated in this document. We undertake no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.
Risk Factors
We will require substantial additional capital in the short term to remain a
going concern.
We will require substantial short term outside investment on a continuing
basis to finance our current operations and capital expenditures as well as the
acquisition of additional spectrum and licenses. Our revenues for the
foreseeable future may not be sufficient to attain profitability. In the two
years since we began operations, we have generated little revenue and have
incurred substantial expenditures. We expect to continue to experience losses
from operations while we develop and expand our wireless Internet service system
and other technologies. In view of this fact, our auditors have stated in their
report for the period ended September 30, 2000 that our ability to meet our
future financing requirements, and the success of our future operations, cannot
be determined at this time. In order to finance our working capital requirements
we are currently negotiating equity investments with several sophisticated
investors, but there can be no assurance that we will obtain this capital or
that it will be obtained on terms favorable to us. If we do not obtain short
term financing we may not be able to continue as a viable concern. We do not
have a bank line of credit and there can be no assurance that any required or
desired financing will be
7
available through bank borrowings, debt, or equity offerings, or otherwise, on
acceptable terms. If future financing requirements are satisfied through the
issuance of equity securities, investors may experience significant dilution in
the net book value per share of common stock.
We may not be able to obtain permission to use two-way transmission for our
wireless service in certain locations, thereby making our services significantly
less attractive to potential customers.
We believe that it is important for us to obtain the right to conduct
two-way transmissions through the radio transmission frequencies for which we
acquire licenses. None of our present channel leases in the United States allow
for two-way transmissions. Permission to conduct two-way transmissions must be
obtained from the Federal Communications Commission, and the rules of the FCC
require that we file applications with the FCC to receive permission to conduct
two-way transmissions through these frequencies. In August, we filed six
applications for permission to conduct two way transmissions with the FCC for
the areas of Vail and Aspen, Colorado, Grand Rapids, Michigan, Key West,
Florida, Pierre, South Dakota and Ukiah, California, that are currently pending.
We cannot be certain that the licenses will be granted.
We are subject to other substantial governmental regulations that could
adversely affect our business.
Our services are subject to current regulations of the FCC with respect
to the use of our wireless access. We are required to use and maintain our
licenses for certain frequencies and file reports with the FCC. If we fail to
comply with these requirements, we may lose our licenses to operate such
frequencies. The loss of licenses to operate our frequencies could lead to
interruption of our wireless access services and materially adversely affect our
business. For example, we currently have applications pending in Aspen and Vail,
Colorado, Grand Rapids, Michigan, Key West, Florida, Pierre, South Dakota and
Ukiah, California. Our ability to provide two way broadcasting authority in any
of those markets depends on obtaining the necessary license from the FCC.
Our new distributed wireless call processing system technology is unproven and
may not function as anticipated.
Our distributed wireless call processing system technology remains in the
development phase and we have not yet developed a fully functional prototype of
that technology. We cannot be certain when we will be able to complete
development of that system and whether that system will work in the manner
anticipated when development is completed. Furthermore, we cannot be certain
whether the system will receive substantial market acceptance assuming that it
is developed. For these reasons, although we believe that our distributed
wireless call process system is promising, an investor should not assume that
the system will be available or will contribute positively to our business
prospects or financial condition.
8
We may be unable to protect our intellectual property rights.
Our success depends in part on our ability to protect our proprietary
technologies. We rely on a combination of patent, copyright and trademark laws,
trade secrets and confidentiality and other contractual provisions to establish
and protect our proprietary rights. We have received one patent from the United
States Patent and Trademark Office pertaining to the distributed wireless call
processing system and may file for additional patents in the future. However,
our patents may not be of sufficient scope or strength, others may independently
develop similar technologies or products, duplicate any of our products or
design around our patents, and the patents may not provide us competitive
advantages. Litigation, which could result in substantial costs and diversion of
effort by us, may also be necessary to enforce any patents issued or licensed to
us or to determine the scope and validity of third-party proprietary rights. Any
such litigation, regardless of outcome, could be expensive and time consuming,
and adverse determinations in any such litigation could seriously harm our
business.
We have not yet sought patent protection for the distributed wireless
call processing system in any country other than the United States, nor have we
sought to register our trademarks in those countries in which we currently do or
intend to do business. The laws of other countries vary with respect to
intellectual property protection, and some jurisdictions may provide
substantially less protection than those of the United States. As a consequence,
our ability to protect our intellectual property and prevent competitors from
using our intellectual property may be much more limited.
We are subject to the requirements that we receive regulatory approvals from
those countries in which we do business, the delay or denial of which can reduce
our revenues and adversely affect our foreign operations.
We anticipate that a substantial percentage of our revenues will be
derived from operations outside of the United States. Our reliance on
international operations to obtain consents of local regulatory authorities,
some of which may significantly delay or deny permitting us to operate in those
jurisdiction, might inhibit our efforts in certain markets. For example, we will
not be able to generate revenues from our operations in Argentina if and until
such time as the governmental regulatory authority, the CNC, reinstates some or
all our subsidiary's licenses. In early 2000, the government of Argentina
announced that it was placing a freeze on all license transfer applications,
which has effectively delayed consideration of our application. In September
2000, the government of Argentina revoked licenses for certain lower
transmission frequencies, for all communication carriers, including those of the
Company's subsidiary, Infotel Argentina, S.A. Although we have resubmitted the
necessary paperwork to reinstate licenses in Argentina, it is unclear at this
point when and if the licenses will be reissued. A denial of our most recent
application or a significant delay in consideration of our application could
either prevent us from conducting our planned operations in Argentina or
materially adversely affect our ability to do so. Our prospective operations in
other jurisdictions are also subject to receipt of government approval, which we
cannot ensure that we will receive.
9
Because we operate internationally, our operations are subject to unexpected
political changes, changes in legal requirements and fluctuations in exchange
rates, all of which may substantially increase our operating costs or make it
difficult to do business there.
In addition to these international risks, we are also subject to the
following risks in connection with our international operations that may
substantially reduce our revenues, increase our operating and capital expenses,
and otherwise materially affect our ability to conduct business:
o unexpected changes in regulatory requirements, taxes, trade laws
and tariffs, which can substantially increase the costs of doing
business in other jurisdictions;
o changes in a specific country's or region's political or economic
conditions which may make it difficult or impossible to conduct
business there;
o lack of clear rules and regulations governing the issuance of
licenses and standards for their operation; and
o fluctuating exchange rates.
If we do not develop system features in response to customer requirements,
customers may not wish to use our services, which would seriously harm our
business.
The broadband wireless access industry is rapidly evolving and is subject
to technological change and innovation. These changes are requiring that
providers of broadband services adopt new technologies quickly or modify
existing technologies to maintain service and market products. Compliance with
these changes may cause us to incur unexpected expenses or lose revenues. If we
are unable to comply with diverse new or varying governmental regulations or
industry standards in each of the many worldwide markets in which we compete, we
may not be able to respond to customers in a timely manner or market our
products, which could seriously harm our business.
We may not be able to obtain shareholder approval to increase the number of
authorized shares of common stock and to authorize the issuance of preferred
shares of stock thereby making it difficult to distribute additional shares to
future purchasers.
As of January 16, 2001, we had 89,417,795 shares of common stock
outstanding. We recently issued an additional 4,000,000 shares through our
public offering. Under our purchase agreement with Digital Way, our Peruvian
subsidiary, we are obligated to issue additional shares of our stock to them if
on February 29, 2001, our stock price is lower than when we originally entered
into the agreement. At our current share price, we may be required to issue them
up to approximately 5,000,000 shares of our common stock. We have 100,000,000
shares currently authorized for issuance. We plan to have a shareholder's
meeting in order to authorize more stock, however, we can make no assurances
that the shareholder's will approve such action. We intend to explore other
alternatives in an effort to increase the number of authorized shares, but at
this point it is unclear whether additional shares will exist in the near
future.
10
We are required to receive shareholder approval to increase our common stock
reserve by March 1, 2001 under a recent amendment to the securities purchase
agreement signed with certain investors.
Results of Operations
Quarter Ended December 31, 2000 Compared to Quarter Ended December 31, 1999
Revenue for the three months ended December 31, 2000 was $361,591, as
compared with no revenue for the quarter ended December 31, 1999. The increase
in revenue for the three months ended December 31, 2000 over the same period in
1999 derived from the sale of telephone system integration and engineering in
our Argentine subsidiary and through the initiation of internet service in our
Peruvian subsidiary.
Costs of goods sold for the three months ended December 31, 2000 was
$256,196, as compared with none for the three and nine months ended December 31,
1999. The increase in cost of goods sold is primarily attributable to labor and
material costs associated with the sale of telephone system integration and
engineering by the Argentina subsidiary and the initiation of internet service
in the Peruvian subsidiary.
Operating losses, including income attributable to a minority interest,
for the three months ended December 31, 2000 were $1,799,616 as compared to
$829,189 for the three months ended December 31, 1999. This increase in losses
is due primarily to expenses generated by our foreign subsidiaries and increased
demand for the parent company in expanding the business and managing the foreign
subsidiaries.
Other income (expense) for the three months ended December 31, 2000 was
$31,650 as compared to none in the three months ended December 31, 1999. This
increase is due primarily to accrued interest expense for the issuance of
debentures.
Net losses for the three months ended December 31, 2000 was $1,831,266 as
compared with $829,189 for the three months ended December 31, 1999.
Liquidity and Capital Resources
On December 31, 2000, the company had cash and cash equivalents of
$984,274 compared with $3,111,150 as of September 30, 2000. The decrease during
the three months in cash and cash equivalents of $2,126,876 is due to equipment
installation costs of $526,955, and cash used in operating activities of
$1,599,921. No sales of capital stock or other financing activities took place
during the quarter.
In order to finance our working capital requirements, we are currently
negotiating equity investments with several sophisticated investors, but there
can be no assurance that we will obtain this capital or that it will be obtained
on terms favorable to us. If we do not obtain short term financing we may not be
able to continue as a viable concern. We do not have a bank line of credit and
there can be no assurance that any required or desired
11
financing will be available through bank borrowings, debt, or equity offerings,
or otherwise, on acceptable terms. If future financing requirements are
satisfied through the issuance of equity securities, investors may experience
significant dilution in the net book value per share of common stock.
We recently entered into an equity line of credit financing arrangement
with an institutional investor for the purchase of up to $50,000,000 worth of
our common stock and warrants. The terms of this arrangement allow the investor
to purchase the shares over time, subject to monthly minimums and maximums. Our
ability to take advantage of this financing arrangement is currently limited,
among other things, by the small number of our shares of common stock available
for issuance. We are requesting that our shareholders approve additional
authorized shares of our common stock at our annual meeting on March 1, 2001.
Plan of Operations
We are considering alternatives to our present business strategy, which
include, but are not limited to modifications of our business plan and the
possible sale or licensing of certain assets. Specific components of the
modified new business plan could include a significant reduction in our selling,
general and administrative expenses, additional equity investment,
recapitalization and additions to the current management of the company. We
cannot provide assurance that implementing the modified business plan, even with
the successful execution of all the components of the new plan, will lead the
company to profitability.
Due to the substantial operating losses we incurred during the fiscal
year ended September 30, 2000 and this past quarter, as well as the current
projected future operating losses, we will require new sources of funding in the
form of equity or debt financing in order to execute our current business plan.
However, there is no certainty that additional financing of any kind will be
forthcoming in amounts sufficient to allow the company to continue to operate
its business.
On January 14, 2001, we entered into a Loan Agreement with our systems
integrator to repay costs incurred in purchasing their services and equipment.
Under the Loan Agreement, we agreed to pay the company an initial payment of
$100,000 and then an additional $100,000 each month until the loan is repaid.
The amount payable each month is subject to an increase if we receive additional
financing. In addition, we issued the company a warrant to purchase no less than
200,000 shares and no greater than 500,000 shares of common stock. The warrants
were issued in lieu of interest. We are required to register the shares
underlying the warrants.
During the next 12 months we intend to initiate and expand licensed
operations in Ukiah, California, South Bend, Indiana, Grand Rapids, Michigan,
Vail and Aspen, Colorado, Key West, Florida and Pierre, South Dakota.
Internationally, we intend to focus primarily in Peru, India, and Thailand, and
Argentina assuming that our licenses are restored. We anticipate that our
expansion will involve the purchase of significant equipment in these markets
and estimate that the expenditure will be approximately $15,000,000 to
$25,000,000. We currently have 10 full-
12
time employees at our headquarters office and approximately 30 additional full
time employees in the offices of our subsidiaries. We anticipate hiring more
employees as we enter new markets.
PART 2. Other Information
Item 1 Legal Proceedings
In December 1999, we entered into an amended lease agreement regarding a
lease for the license covering Concord, California and the surrounding area. On
December 5, 2000, we received a Notice of Default from the lessor. The Notice of
Default is based on a requirement in the amended agreement that the balance of
the purchase price for the assignment of the license be paid by December 1,
2000. Our management has been advised by counsel, that payment of the balance of
the purchase price prior to the FCC's consent to the assignment of the license
may constitute a premature assignment in violation of the FCC's rules. The
assignment application has not been filed with the FCC for the FCC to make a
definitive ruling on this issue. At this point, no formal legal action has been
taken by the Lessor.
Item 2. Changes in Securities and Use of Proceeds
On November 15, 2000, certain investors and World Wide Wireless
Communications, Inc. agreed to modify the Securities Purchase Agreement
originally executed on April 14, 2000. Pursuant to this amendment, we agreed to
increase the principal amount of the debentures held by the investors to
$6,720,000 and to issue 3,996,113 additional restricted shares of common stock
to the investors. The investors returned to the company 760,000 previously
issued shares of common stock in exchange for the issuance of new debenture
certificates reflecting the increase in the principal amount. Under this
agreement, the selling shareholders may convert the debentures at a conversion
price equal to the lesser of $ .64 and an amount equal to 85% of the average of
the closing trading prices of the common stock for the five consecutive trading
days immediately prior to the conversion. At no time shall the conversion price
be below the floor price. The floor price is $.64 for the period between October
1, 2000 and October 14, 2000, $.50 for the period between October 14, 2000 and
September 1, 2001 and zero thereafter. However, if our aggregate revenue for the
last three quarters of the year 2000 and the first quarter of the year 2001 is
less than $13.5 million then as of May 14, 2001 the floor price shall be zero.
In addition, the 608,000 shares to be issued under the first amendment were
never issued and were accordingly cancelled.
The Second Amendment to the Securities Purchase Agreement required that a
Registration Statement be filed for those securities by December 15, 2000 and
that it be made effective by May 15, 2001. That Registration Statement went
effective January 18, 2001. As part of the amended agreement, the investors
waived any previous breach by us of a Registration Rights Agreement or of the
13
original Securities Purchase Agreement. We also agreed to hold a shareholder's
meeting no later than March 1, 2001 to increase our common stock reserve.
On January 26, 2001, we entered into an equity line of credit agreement
with an institutional investor for the future issuance and purchase of up to
$50,000,000 worth of our common stock. The agreement creates an arrangement
sometimes termed either an equity line of credit or an equity draw down. We can
exercise the draw down at our sole discretion, but are under no obligation to
request a draw during any period. Under the agreement, we also issued a Warrant
to purchase up to $5,000,000 worth of shares. The exercise price for the shares
underlying the warrant shall be 115% of the average of the daily volume weighted
price of the Company's common stock during the fifteen trading days immediately
preceding the closing date of the agreement. The term of the Warrant is for
three years. The shares underlying the warrant will be registered in an upcoming
Registration Statement. We did not use an underwriter for this transaction.
On February 11, 2001, we entered into a Stock Purchase Agreement with two
investors for the purchase of four million shares of common stock we offered
through our public offering in our Post Effective Amendment Form SB-2
Registration Statement. The total purchase price was $500,000. One of the
investors, Andrew Reckles, is currently nominated to serve on our Board. The
shareholders will vote on Board members at their upcoming shareholders' meeting
on March 1, 2001.
Item 5. Other Information
On February 29, 2000 we agreed to purchase the stock of Digital Way,
S.A., a Peruvian company. Under the purchase agreement, we agreed to pay Digital
Way in increments of money and shares of common stock based on certain
milestones. These milestones included Digital Way's transfer of certain licenses
it held in Peru as well as its acquisition of additional licenses. The agreement
also provided that, subject to the completion of certain milestones, Digital Way
would receive additional shares, if on the one year anniversary of the
agreement, our share price dropped below the share price on the closing date of
the agreement. While we cannot be sure what our share price will be on the
anniversary date, we will be obligated to issue Digital Way sufficient shares to
assure that the total value of their shares shall be equal to $900,000 equaling
approximately 5,000,000 shares based on the share price as of February 20, 2001.
14
Item 6. Exhibits
EXHIBITS
EXHIBIT NO. DOCUMENT
----------- --------
* 3.1 Articles of Incorporation.
* 3.2 Amendment to Articles of Incorporation
* 3.3 Amendment to Articles of Incorporation.
* 3.4 By-laws.
* 4.1 Form of Certificate Evidencing shares of Common Stock of World
Wide Wireless Communications, Inc.
* 4.2 Convertible Unsecured Debenture for $740,000 issued by World
Wide Wireless Communications, Inc. to Credit Bancorp.
* 10.1 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network.
* 10.2 South Bend MMDS Lease Agreement.
* 10.3 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network Vail, Colorado.
* 10.4 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network Aspen, Colorado
* 10.5 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network Grand Rapids, Michigan.
* 10.6 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network La Grande, Oregon,
* 10.7 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network Pierre, South Dakota.
* 10.8 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network Ukiah, California.
* 10.9 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network Key West, Florida.
*** 10.10 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network Hilo, Hawaii.
*** 10.11 Lease Agreement Between World Wide Wireless Communications,
Inc. and Shekinah Network Hot Springs, Arkansas.
*** 10.12 Supply Agreement between World Wide Wireless Communications,
Inc. and Andrew Corporation dated March 13, 2000.
* 10.13 Stock Purchase Agreement dated November 30, 1999 Between
Infotel Argentina S.A. and World Wide Wireless Communications,
Inc.
* 10.14 Agreement for Purchase of All Outstanding Shares of Digital
Way, S.A. by World Wide Wireless Communications, Inc., dated
February 29, 2000.
15
EXHIBIT NO. DOCUMENT
----------- --------
* 10.15 Letter of Intent dated March 22, 2000 Between SALTEL and World
Wide Wireless Communications, Inc.
* 10.16 Security Purchase Agreement Among World Wide Wireless
Communications, Inc. and the Purchasers Named Therein.
* 10.17 Registration Rights Agreements Among World Wide Wireless
Communications, Inc. and the Purchasers Named Therein.
* 10.18 Escrow Agreement Among the Purchasers Named Therein, the
Representative of the Purchasers and the Escrow Agent.
* 10.19 Form of Debenture of World Wide Wireless Communications, Inc.
with Respect to the 4% Convertible Debenture Due 2005.
* 10.20 Form of Warrant to Purchase Shares of World Wide
Communications, Inc. Issued in the Offering.
**** 10.21 Amendment to the Securities Purchase Agreement dated August
10, 2000 entered into between World Wide Wireless
Communications and the selling shareholders named therein.
*** 10.22 Second Amendment dated November 15, 2000 to the Securities
Purchase Agreement between World Wide Wireless Communications,
Inc. and the Purchases Named Therein.
**** 10.23 Agreement between World Wide Wireless Communications, Inc. and
Mr. Neelam Kumar Oswal.
**** 10.24 Joint Venture Agreement between World Wide Wireless
Communications, Inc. and World Thai Star Co. Ltd.
** 10.25 Compromise and Settlement Agreement between World Wide
Wireless Communications, Inc. and Corporate Solutions LLC,
dated May 25, 1999.
*** 10.26 Written Agreement between Jorge Emilio Zedan and Wide Wireless
Communications, Inc.
*** 10.27 Employment Agreement between Douglas Haffer and World Wide
Wireless Communications, Inc.
***** 10.28 Nonstatutory Stock Option Agreement between World Wide
Wireless Communications, Inc. and Douglas Haffer dated
October 22, 1998
***** 10.29 Nonstatutory Stock Option Agreement between World Wide
Wireless Communications, Inc. and Douglas Haffer dated
February 1, 2000.
***** 10.30 Nonstatutory Stock Option Agreement between World Wide
Wireless Communications, Inc. and Wayne Caldwell dated
October 27, 1999.
***** 10.31 Nonstatutory Stock Option Agreement between World Wide
Wireless Communications, Inc. and Wayne Caldwell dated
October 27, 2000.
***** 10.32 Nonstatutory Stock Option Agreement between World Wide
Wireless Communications, Inc. and Ramsey Sweis.
16
EXHIBIT NO. DOCUMENT
----------- --------
***** 10.33 Nonstatutory Stock Option Agreement between World Wide
Wireless Communications, Inc. and Robert Klein.
***** 10.34 Nonstatutory Stock Option Agreement between World Wide
Wireless Communications, Inc. and Mohammad Ali Guidfar.
*** 10.35 World Wide Wireless Communications, Inc. Incentive Stock
Option Plan
10.36 Common Stock Purchase Agreement between World Wide Wireless
Communications, Inc. and Grenville Finance Ltd. dated
January 26, 2001.
10.37 Escrow Agreement between World Wide Wireless Communications,
Inc., Grenville Finance and Epstein, Becker & Green.
10.38 Form of Warrant to Purchase Shares of World Wide Wireless
Communications, Inc. Provided in the Offering.
10.39 Registration Rights Agremeent between World Wide Wireless and
Grenville Finance.
10.40 Draw Down Notice/Compliance Certificate.
10.41 Stock Purchase Agreement between World Wide Wireless
Communications, Inc. and Andrew S. Reckles.
10.42 Stock Purchase Agreement between World Wide Wireless
Communications, Inc. and Paul T. Mannion.
* 21.1 Subsidiaries
17
* Filed with the registration statement on Form SB-2 filed
with the Securities and Exchange Commission on May 31,
2000.
** Filed will the registration statement on Form SB-2 filed
with the Securities and Exchange Commission on June 30,
2000.
*** Filed with the registration statement on Form SB-2 filed
with the Securities and Exchange Commission on December
15, 2000.
**** Filed with the annual report on Form 10-KSB filed with
the Securities and Exchange Act on December 28, 2000.
***** Filed with the Post Effective Amendment on Form SB-filed
with the Securities and Exchange Commission on January
26, 2001.
18
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
World Wide Wireless Communications, Inc.
Registrant
By: /s/ Douglas Haffer
Douglas Haffer, Chief Executive Officer, Chief Financial Officer and Chairman
Date: February 20, 2001
19
Dates Referenced Herein and Documents Incorporated by Reference
↑Top
Filing Submission 0000897069-01-000172 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help —
Sun., May 5, 12:57:31.1am ET 
