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Broadband Wireless International Corp – ‘S-8 POS’ on 4/26/00

On: Wednesday, 4/26/00 · Effective: 4/26/00 · Accession #: 950134-0-3680 · File #: 333-35440

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/26/00  Broadband Wireless Int’l Corp     S-8 POS     4/26/00    3:64K                                    RR Donnelley

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Amendment No. 1 to Form S-8 - File No. 333-35440      17     63K 
 2: EX-4.1      2000 Stock Option Plan of the Company                  7     31K 
 3: EX-23.1     Consent of Jackson & Rhodes P.C.                       1      6K

S-8 POS — Amendment No. 1 to Form S-8 – File No. 333-35440
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Plan Information Risk Created By Expansion
1	1st Page - Filing Submission
3	Item 1. Plan Information
10	Risk Created By Expansion

S-8 POS 1st Page of 17 TOC ↑Top Previous Next ↓Bottom Just 1st
 

        As filed with the Securities and Exchange Commission on April 26, 2000

File No. 333-35440                          Commission file number:            .
--------------------------                  ------------------------------------

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO 
FORM S-8
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

BROADBAND WIRELESS INTERNATIONAL CORPORATION
--------------------------------------------
(Exact name of registrant as specified in its charter)

                                                                [Download Table]

           Nevada                       7370               75-1441442  
           ------                       ----               ----------  
                                                                       
(State or Other Jurisdiction      (Primary Standard        (Employer   
      of Incorporation        Industrial Classification  Identification
      or Organization)                  Code)                Number)   

1301 AVENUE M, PO BOX 31, CISCO, TEXAS 76437
--------------------------------------------------
 (Address, Including Zip Code, of Principal Executive Offices)

2000 STOCK OPTION PLAN OF BROADBAND WIRELESS INTERNATIONAL CORPORATION
----------------------------------------------------------------------
(Full Title of the Plan)

IVAN W. WEBB
BROADBAND WIRELESS INTERNATIONAL CORPORATION
1301 AVENUE M, PO BOX 31
CISCO, TEXAS 76437
(254) 442-3968
----------------------------------------------------------------------
 (Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing the information specified in this Part I are being     
separately provided to the Registrant's employees, officers, directors and      
consultants as specified by Rule 428(b)(1) promulgated under the Securities Act 
of 1933, as amended; including the Section 10(a) Prospectus set forth below.    

S-8 POS 3rd Page of 17 TOC 1st Previous Next ↓Bottom Just 3rd
SECTION 10(A) PROSPECTUS
OF
 2000 STOCK OPTION PLAN OF
BROADBAND WIRELESS INTERNATIONAL CORPORATION

April 26, 2000: This document constitutes part of a prospectus covering         
securities of BroadBand Wireless International Corporation, a Nevada corporation
(the "Company"), that have been registered under the Securities Act of 1933, as 
amended (the "Securities Act"). This document, a Section 10(a) Prospectus,      
contains and constitutes four sections:                                         

o    The first section found below is Item 1. Plan Information.       

   o    The second section found below is Item 2. Registrant Information and
Employee Plan Annual Information.                           

     o    The third section is our latest Form 10-KSB, for the fiscal year ended
         March 31, 1999, which is incorporated herein by this reference, which
you are being provided simultaneously with this document.   

 o    The fourth section is a Stock Option Agreement and Exercise Notice
         which you are being provided simultaneously with this document, which
          must be completed and submitted to us within the time allowed together
with the exercise price if you wish to exercise options.    

ITEM 1.    PLAN INFORMATION.                                                    

GENERAL PLAN INFORMATION. Our board of directors ("Board") has adopted the 2000 
Stock Option Plan of Broadband Wireless International Corporation ("Plan"). The 
Board originally approved the preparation of a stock option plan on November 29,
1999 and adopted the final and amended Plan on April 17, 2000. The Plan is      
intended to:                                                                    

   o    encourage selected officers, directors, employees and consultants to
    improve operations and increase profits of us or our affiliates;

o    encourage selected officers and employees to accept or continue  
employment with us or our affiliates; and                   

   o    increase the interest of selected officers, directors, employees and
     consultants in our welfare through participation in any growth in
value of the Common Stock.                                  

Pursuant to the Plan, the Board can authorize the granting of options to        
purchase ("Options") up to an aggregate of eight million shares ("Option        
Shares") of our common stock, par value $0.0125 per share ("Common Stock"). The 
term of the Plan is five years or until the Options have been exercised for all 
8,000,000 shares subject to the Plan, whichever is earlier, although the Board  
may terminate the Plan earlier without shareholder consent except with respect  
to Options then outstanding. Also, an Option exercisable by an employee, other  
than a director or consultant, will terminate three months after termination of 
employment with us. The Board may amend the Plan at any time. Without the       
consent of an optionee, however, no amendment may affect outstanding Options    
except to conform the Plan and Options granted under the Plan to securities or  
tax laws relating to the Options. No amendment requires shareholder approval    
unless the Board concludes that shareholder approval is advisable.              

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The Board has established an Option Committee, which consists of two of our     
directors, to serve as Plan Administrator to manage the Plan. The Option        
Committee does the following:                                                   

o    interprets the Plan;                                             

o    determines which persons receive Options;                        

o    decides the number of shares subject to the Options; and         

    o    establishes other terms of the Options not already established in the
Plan.                                                       

The actions of the Option Committee are binding on all persons.                 

Directors of our Board are elected at each annual meeting of our shareholders.  
The term each director serves is one year. If an annual meeting of our          
shareholders is not held, however, each director serves until his successor is  
duly appointed. If a vacancy in the Option Committee arises, then the vote of a 
majority of the Board will select a successor, or, if the vacancy is not filled 
by the remaining Board, then the vote of shareholders may also elect a successor
to fill such vacancy. Option Committee members serve for one year or until their
successors are appointed by the Board. Option Committee members can be removed  
or appointed at any time for any reason by the majority vote of the Board, and  
may, in the discretion of the Board, include more than two directors.           

The Plan is not subject to the provisions of the Employee Retirement Income     
Security Act of 1974, as amended ("ERISA") or qualified under Section 401(a) of 
the Internal Revenue Code of 1986, as amended ("Code").                         

Information concerning any changes in the Plan or the Option Committee will be  
provided in the future either in our proxy statements, annual or other reports, 
or in amendments to this document. Requests for additional Plan information     
should be addressed to us at Option Committee, BroadBand Wireless International 
Corporation, 1301 Avenue M, P.O. Box 31, Cisco, Texas 76437, telephone number   
(254) 442-3968.                                                                 

SECURITIES TO BE OFFERED. The Plan provides for the issuance of up to 8 million 
shares of Common Stock. The Common Stock has been registered under Section 12 of
the Securities Exchange Act of 1934.                                            

EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN. The Option Committee will determine, 
in its discretion, which of our employees are eligible to receive Options under 
the Plan. The term "employee" includes any employee, director, officer, or      
consultant or advisor of the Company or any of its subsidiaries. However,       
consultants and advisors must render bona fide services which are either not:   

o    in connection with the offer or sale of securities in a          
capital-raising transaction; or                             

  o    directly or indirectly related to the promotion or maintenance of a
market in our securities.                                   

PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES OFFERED. 
Options granted under the Plan will be exercisable for a term of not more than  
five years from the date of grant. Each Option granted may have a different term
as determined by the Option Committee. Options may be granted for different     
amounts of Option Shares, and may be exercisable at different times and for     
different amounts of Option Shares, all as determined by the Option Committee.  
If an Option granted under the                                                  

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Plan should expire or terminate for any reason without having been exercised in 
full, then the shares not purchased subject to that Option would again be       
available for grant under the Plan.                                             

The exercise price payable to us for Option Shares will be determined by the    
Option Committee, in its discretion, at the time Options are granted. Each      
Option granted may have a different exercise price. The exercise of any Option  
will be contingent on receipt by us of the exercise price paid in either cash,  
certified or personal check payable to us.                                      

The Option Shares and the exercise price of outstanding Options are subject to  
proportionate adjustment in the event of a stock dividend on the Common Stock or
a change in the number of issued and outstanding shares of Common Stock as a    
result of a stock split, consolidation, or other recapitalization. Also, in     
connection with:                                                                

    o    any merger, consolidation, acquisition, separation, or reorganization
       in which more than 50% of the outstanding shares of the Company are
converted into cash or into another security;               

o    any dissolution or liquidation of the Company or any partial     
   liquidation involving 50% or more of the assets of the Company;

o    any sale of more than 50% of the Company's assets; or            

o    any like occurrence in which the Company is involved;            

the Option Committee may, in its absolute discretion, do one or more of the     
following upon ten days' prior written notice to all optionees:                 

o    accelerate any vesting schedule to which an Option is subject;   

    o    cancel Options upon payment to each optionee in cash, with respect to
       each Option to the extent then exercisable, of any amount which, in
        the absolute discretion of the Option Committee, is determined to be
          equivalent to any excess of the market value (at the effective time of
  such event) of the consideration that such optionee would have
          received if the Option had been exercised before the effective time of
such event over the exercise price of the Option;           

     o    shorten the period during which such Options are exercisable (provided
          they remain exercisable), to the extent otherwise exercisable, but not
       less than at least ten days after the date the notice is given); or

  o    arrange that new option rights be substituted for the option rights
    granted under this Plan, or that the Company's obligations as to
      Options outstanding under this Plan be assumed by another employer
corporation.                                                

The Plan is not subject to ERISA and the securities are being issued by us and  
not purchased on the open market or otherwise.                                  

RESALE OF COMMON STOCK. The Option Shares have been initially registered        
pursuant to a Form S-8 registration statement filed by us. Subsequent resales of
shares obtained pursuant to the Plan may be eligible for immediate resale if a  
resale exemption from registration is available. We make no statement           

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as to subsequent salability of specific shares obtained pursuant to the Plan and
urge any persons seeking to sell shares so obtained to seek independent legal   
counsel.                                                                        

As may be applicable for subsequent resale of shares obtained from the Plan, the
Option Committee believes that we have filed all reports and other materials    
required to be filed during the preceding 12 months under the Securities        
Exchange Act of 1934 as of April 21, 2000.                                      

TAX EFFECTS OF PLAN PARTICIPATION AND NONSTATUTORY OPTIONS. The following       
discussion of the federal income tax consequences of participation in the Plan  
is only a summary, does not purport to be complete, and does not cover, among   
other things, state and local tax consequences. Additionally, differences in    
participants' financial situations may cause federal, state, and local tax      
consequences of participation in the Plan to vary. Therefore, each participant  
in the Plan is urged to consult his or her own accountant, legal or other       
advisor regarding the tax consequences of participation in the Plan. This       
discussion is based on the provisions of the Code in effect as of April 21,     
2000.                                                                           

The difference between the fair market value of the Common Stock received by    
those who exercise Options and the exercise price will be deemed to be          
compensation for services which is ordinary income under the Code. As with other
forms of compensation, federal and state withholding taxes generally will be due
with respect to the exercise of the options and must be paid to us by those     
exercising the Options. The amount of this payment will be determined by us.    

FORFEITURES AND PENALTIES. If an Optionee does not pay us the withholding taxes 
discussed above the Option will terminate with respect to any unexercised Option
Shares and we will have the right to take legal action against the Optionee to  
collect the amount due.                                                         

ASSIGNMENT OF INTEREST. No Option granted under the Plan is assignable or       
otherwise transferable by the optionee except by will, by the laws of descent   
and distribution, or pursuant to a qualified domestic relations order. During   
the life of the optionee, an Option is exercisable only by the optionee;        
provided that if the optionee is subject to a disability as defined in the Plan,
the optionee, or the optionee's personal representative, may exercise the Option
and, in the event of the optionee's death, the optionee's estate or a legal     
representative thereof, may exercise the Option.                                

ANY INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD   
CAREFULLY CONSIDER THE FOLLOWING RISKS BEFORE MAKING AN INVESTMENT DECISION.    

RISKS CREATED BY OUR HISTORY OF LOSSES AND OUR EXPECTED FUTURE LOSSES. Before   
our entry into the telecommunication business in January, 2000, we were an oil  
and gas company which had very limited activity from 1986 to 1999. We have      
incurred losses since our entry into the telecommunication business, which      
includes:                                                                       

o    the broadband wireless access market;                            

o    prepaid international debit cards; and                           

o    the build out of satellite earth stations;                       

and we expect to continue to incur net losses for the foreseeable future. If our
revenues do not increase or if our expenses increase at a greater pace than our 
revenues, then we will never become profitable.                                 

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RISKS CREATED BY OUR EXTREMELY LIMITED OPERATING HISTORY, WHICH LIMITS YOUR     
ABILITY TO EVALUATE OUR BUSINESS AND INCREASES THE RISK OF YOUR INVESTMENT. We  
have an extremely limited operating history in the telecommunication business,  
and the revenue and income potential of our business and market are unproven.   
This limits your ability to evaluate our prospects due to:                      

o    our limited historical financial data from our telecommunication 
products;                                                   

o    our unproven potential to generate profits; and                  

   o    our limited experience in addressing emerging trends that may affect
our business.                                               

We face risks and uncertainties relating to our ability to implement our        
business plan successfully. You should consider our prospects in light of the   
risks, expenses and difficulties we may encounter.                              

RISK OF OUR STOCK PRICE DECLINING BECAUSE OF OUR FLUCTUATING OPERATING RESULTS. 
Our operating results are likely to vary significantly in the future. These     
variations result from a number of factors, including:                          

  o    the uncertain timing and level of market acceptance for our systems
and products;                                               

o    reductions in pricing by us or our competitors;                  

o    the mix of systems and products sold by us and the mix of sales  
channels through which they are sold; and                   

 o    changes in the prices or delays in deliveries of the components we
purchase or license.                                        

A delay in the recognition of revenue, even from one customer, may have a       
significant negative impact on our results of operations for a given period.    

Period-to-period comparisons of our results of operations are not possible      
because of our limited operating history. If our operating results fall below   
the expectations of investors in future periods, then our share price will      
likely decline. Also, we expect only a small portion of our expenses to vary    
with our revenues. If revenue levels for a quarter fall below our expectations, 
then we will not be able to timely adjust expenses accordingly, which would harm
our operating results in that period.                                           

RISK THAT THE COMMUNICATIONS AND INTERNET INDUSTRIES DO NOT CONTINUE TO GROW AND
EVOLVE IN A MANNER FAVORABLE TO US OR OUR BUSINESS STRATEGY. Our future success 
depends on the continued growth of the communications industry and, in          
particular, the Internet. The global communications and Internet industries are 
evolving rapidly, and it is difficult to predict growth rates or future trends  
in technology development.                                                      

In addition, the deregulation, privatization and economic globalization of the  
worldwide communications market, that have resulted in increased competition and
escalating demand for new technologies and services, may not continue in a      
manner favorable to us or our business strategies. In addition, the growth in   
demand for Internet services and the resulting need for high-speed or enhanced  
communications products may not continue at its current rate or at all.         

RISKS CREATED BY TECHNOLOGICAL CHANGE. The telecommunication industry is rapidly
evolving and is subject to technological change and innovation. If we do not    
develop new systems and products in response to customer requirements or in a   
timely way, then customers may not buy our products, which                      

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would seriously harm our business. We may experience design or manufacturing    
difficulties that could delay or prevent our development, introduction or       
marketing of new systems and products, any of which could 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, which would harm our business.                    

RISK OF COMPETITION DECREASING OUR MARKET SHARE, NET REVENUES AND GROSS MARGINS.
The market for our systems and products is intensely competitive, rapidly       
evolving and subject to rapid technological change. Most of our competitors and 
potential competitors have substantially greater financial, technical,          
distribution, marketing and other resources than we have. Thus, they may be able
to respond more quickly to new or changing opportunities, technologies and other
developments. In addition, many of our competitors have:                        

o    longer operating histories;                                      

o    greater name recognition; and                                    

o    established relationships with system integrators and service    
providers.                                                  

We may not be able to compete successfully against our current and future       
competitors and competitive pressures may seriously harm our business.          

COMPETITION MAY RESULT IN LOWER AVERAGE SELLING PRICES AND WE MAY BE UNABLE TO  
REDUCE OUR COSTS AT OFFSETTING RATES, WHICH MAY IMPAIR OUR ABILITY TO ACHIEVE OR
MAINTAIN PROFITABILITY. We expect that price competition among our competitors  
will reduce our gross margins in the future. We anticipate that the average     
selling prices of our systems and products will continue to decline as product  
technologies mature. These declines in average selling prices will generally    
lead to declines in gross margins and total profitability for these systems and 
products. Also, because we do not manufacture our own systems and products, we  
may be unable to reduce our manufacturing costs in response to declining average
per unit selling prices. If we are unable to reduce our costs to offset declines
in average selling prices, then we may not be able to achieve or maintain       
profitability.                                                                  

On the other hand, our competitors may be able to achieve greater economies of  
scale and may be less vulnerable to the effects of price competition than we    
are.                                                                            

RISKS ASSOCIATED WITH DEPENDING ON A LIMITED NUMBER OF CONTRACT MANUFACTURERS.  
We currently have relationships with a limited number of contract manufacturers 
for the manufacturing of our systems and products. These relationships may be   
terminated by either party with little or no notice. For example, any failure of
necessary worldwide manufacturing capacity to rise along with a rise in demand  
could result in our subcontract manufacturers allocating available capacity to  
larger customers or to customers that have long-term supply contracts in place. 
If our manufacturers are unable or unwilling to continue manufacturing our      
systems and products in required volumes, then we would have to identify        
qualified alternative manufacturers, which would result in delays that could    
cause our results of operations to suffer. Our limited experience with these    
manufacturers does not provide us with a reliable basis on which to project     
their ability to meet delivery schedules, yield targets or costs.               

If we are required to find alternative manufacturing sources, then we may not be
able to satisfy our production requirements at acceptable prices and on a timely
basis, if at all. Any significant interruption in supply would affect the       
allocation of systems or products to customers, which in turn could seriously   
harm our business.                                                              

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RISK OF LOSS OF COMPONENT SUPPLIERS. We currently obtain key components from a  
limited number of suppliers. We generally do not have long-term supply contracts
with our suppliers. These factors present us with the following risks:          

  o    delays in delivery or shortages in components, which are typical in
       our industry, could interrupt and delay manufacturing and result in
cancellation of orders for our systems and products;        

o    suppliers could increase component prices significantly and with 
immediate effect;                                           

   o    we may not be able to develop alternative sources for components, if
or as required in the future;                               

  o    suppliers could discontinue the manufacture or supply of components
       used in our systems or products, which might cause us to modify our
          systems or products and could result in delays in shipments, increased
manufacturing costs and increased prices; and               

     o    to compensate for potential component shortages or discontinuation, we
     may be required to hold more inventory than is immediately needed
which increases our costs.                                  

The occurrence of any of these or similar events would harm our business.       

RISKS ASSOCIATED WITH THE LOSS OF ONE OR MORE OF OUR KEY CUSTOMERS. We expect   
that we will depend on a relatively limited number of customers for a           
substantial portion of our revenues in future periods. The loss of a major      
customer or the reduction, delay or cancellation of orders from one or more of  
our customers could seriously harm our ability to sustain revenue levels, which 
would seriously harm our operating results.                                     

RISK ASSOCIATED WITH NOT HAVING LONG-TERM CUSTOMER CONTRACTS. We sell our       
systems and products based on individual purchase orders. Our customers are     
generally not obligated by long-term contracts to purchase our systems and      
products. Thus, they can generally cancel or reschedule orders on short notice  
and can discontinue using our systems or products at any time.                  

The inability to retain our customers and increase their orders would seriously 
harm our business.                                                              

RISK BECAUSE OF OUR LONG PRODUCT DEVELOPMENT PROCESS AND SALES CYCLE. The sales 
cycle associated with our systems and products can be lengthy and subject to a  
number of significant risks over which we have little or no control. For        
example, a customer's decision to purchase many of our systems and products     
typically involve the following:                                                

o    a significant technical evaluation;                              

o    formal internal procedures associated with capital expenditure   
approvals; and                                              

o    testing and acceptance of new systems that affect key operations.

Our next-generation systems and products are expected to have even longer sales 
cycles and involve demonstrations, field trials and other evaluation periods,   
which will further lengthen the sales cycle. Because of the growing sales cycle 
and the possibility that we may rely on a concentrated number of                

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customers for our revenues, our operating results could be seriously harmed if  
our revenues do not materialize when anticipated, or at all.                    

RISK CREATED BY EXPANSION. We are actively expanding our operations by acquiring
other businesses as subsidiaries. In this regard, we have acquired two          
businesses since January, 2000 which are operating as subsidiaries and we are   
negotiating to acquire other businesses. This growth has placed, and will       
continue to place, a significant strain on our managerial, operational and      
financial resources. There is a risk that we may not have made adequate         
allowances for the costs and risks associated with this expansion.              

To manage growth effectively, we must, among other things:                      

o    improve and expand our information and financial systems, and    
managerial procedures and controls;                         

o    hire, train, manage and retain qualified employees; and          

 o    effectively manage relationships with our customers, suppliers and
other third parties.                                        

There is a risk that our systems, procedures or controls may not be adequate to 
support our operations, and our management may be unable to offer and expand our
product categories successfully. Any delay in implementing, or transitioning to,
new or enhanced systems, procedures or controls may seriously harm our ability  
to record and report financial and management information on a timely and       
accurate basis or otherwise manage our expanding operations. If we are unable to
do so effectively, then our business may be seriously harmed.                   

RISKS OF ACQUIRING NEW AND COMPLEMENTARY BUSINESSES, PRODUCTS OR TECHNOLOGIES.  
We have and are making investments in complementary companies, products or      
technologies as described above in "Risk Created By Expansion". If we acquire a 
company, then we may have difficulty integrating that company's personnel,      
operations, products and technologies. These difficulties may:                  

o    disrupt our ongoing business;                                    

o    distract our management and employees; and                       

o    increase our expenses.                                           

Moreover, the anticipated benefits of any acquisition may not be realized.      

Future acquisitions, which are anticipated, could result in various factors     
which could seriously harm our business such as:                                

o    dilutive issuances of equity securities;                         

o    the incurrence of debt;                                          

   o    contingent liabilities or amortization expenses related to goodwill;
and                                                         

o    other intangible assets and the incurrence of large and immediate
write-offs.                                                 

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RISK OF LOSS OF KEY PERSONNEL AND IF OUR SENIOR MANAGEMENT TEAM IS UNABLE TO    
WORK TOGETHER EFFECTIVELY, THEN OUR BUSINESS MAY BE SERIOUSLY HARMED. Our future
success depends in large part on the continued services of our senior management
and key personnel. We do not carry key person life insurance on our senior      
management or key personnel. Any loss of the services of senior management or   
other key personnel could seriously harm our business.                          

Also, most of our existing senior management personnel joined us in the last    
three months. As a result, our senior management team has had a limited time to 
work together. If they are unable to work together effectively to manage our    
telecommunication business and organization as a public company, then our       
business may be seriously harmed.                                               

RISKS ASSOCIATED WITH INABILITY TO ATTRACT, TRAIN AND RETAIN QUALIFIED          
ENGINEERS, MARKETING, SALES AND TECHNICAL SUPPORT PERSONNEL. There is a risk we 
may not be able to hire and retain necessary personnel which would result in our
business not developing, and our operating results being harmed.                

For example, we will need to hire additional engineers and highly trained       
technical support personnel in order to succeed. We will need to increase our   
technical staff to support new customers and the expanding needs of existing    
customers, as well as for our continued research and development operations.    
Hiring engineers, marketing, sales and technical support personnel is very      
competitive in our industry because of the limited number of people available   
with the necessary skills and understanding of our products. Our systems and    
products also require a sophisticated marketing and sales effort targeted at    
several levels within a prospective customer's organization. Competition for    
qualified sales personnel is intense, and we may not be able to hire sufficient 
sales personnel to support our marketing efforts.                               

RISK ASSOCIATED WITH OPERATIONS IN INTERNATIONAL MARKETS. We expect that        
international sales will account for a significant portion of our revenues. Our 
reliance on international sales and operations exposes us to foreign political  
and economic risks, which may impair our ability to generate revenues. Any of   
the difficulties of conducting business internationally which are described     
below could seriously harm our business. These risks include:                   

o    economic and political instability;                              

o    trade restrictions;                                              

o    more limited protection of intellectual property rights;         

o    changes in regulatory requirements;                              

o    changes in licensing frequencies to service providers for our    
broadband wireless access markets; and                      

o    import or export licensing requirements and tariffs.             

For example, the emergence or evolution of regulations and industry standards   
for our systems and products, through official standards committees or          
widespread use by operators, could require us to modify our systems and         
products, which may be time-consuming, and to incur substantial compliance      
costs. Radio frequencies are subject to extensive regulation under the laws of  
the United States, foreign laws and international treaties, and each country may
have different regulations and regulatory processes for wireless communications 
equipment and uses of radio frequencies. Failure by the regulatory authorities  
to allocate suitable, sufficient radio frequencies to potential customers in a  
timely manner                                                                   

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could result in the delay or loss of potential orders for our systems in the    
broadband wireless access market.                                               

We are also subject to export control laws and regulations with respect to all  
of our products and technology. We are subject to the risk that more stringent  
export control requirements could be imposed in the future on product classes   
that include products exported by us, which would result in additional          
compliance burdens and could impair the enforceability of our contract rights.  
We may not be able to renew our export licenses as necessary from time to time. 
In addition, we may be required to apply for additional licenses to cover       
modifications and enhancements to our products. Any revocation or expiration of 
any requisite license, the failure to obtain a license for product modifications
and enhancements, or more stringent export control requirements could seriously 
harm our business.                                                              

RISK OF INFRINGEMENT CLAIMS HARMING OUR ABILITY TO SELL OUR PRODUCTS AND        
RESULTING IN SUBSTANTIAL LIABILITIES. We expect that we will increasingly be    
subject to license offers and infringement claims as the number of products and 
competitors in our market grows and the functionality of products overlaps. For 
example, third parties could assert, and it could be found, that our            
technologies infringe their proprietary rights. We could incur substantial costs
to defend any litigation, and intellectual property litigation could force us to
do one or more of the following:                                                

o    obtain licenses to the infringing technology;                    

o    pay substantial damages under applicable law;                    

o    cease the manufacture, use and sale of infringing products; or   

 o    expend significant resources to develop non-infringing technology.

Thus, any infringement claim or litigation against us could significantly harm  
our business, operating results and financial condition.                        

RISK OF FAILING TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY. 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. Our pending or future patent applications may not be        
approved and the claims covered by the applications may be reduced. Even if our 
patents are allowed they may not be of sufficient scope or strength, and others 
may independently develop similar technologies or products, or design around our
patents. Thus, our 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         
litigation, regardless of outcome, could be expensive and time consuming, and   
adverse determinations in the litigation could seriously harm our business.     

RISKS OF UNDETECTED HARDWARE DEFECTS OR SOFTWARE ERRORS MAY INCREASE OUR COSTS  
AND IMPAIR THE MARKET ACCEPTANCE OF OUR SYSTEMS. Our systems and products may   
contain undetected defects or errors. This may result either from:              

o    defects in components supplied by third parties; or              

o    errors in our systems and products that we have failed to detect.

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These defects or errors are likely to be found from time to time in new or      
enhanced products and systems after we have delivered them to our customers.    

Our customers integrate our systems and products into their networks with       
components from other vendors. Thus, when problems occur it may be difficult to 
identify the component that caused the problem. Regardless of the source of     
these defects or errors, we will need to divert the attention of our engineering
personnel to address the defect or error. We may incur significant warranty and 
repair costs related to defects or errors, and we may also be subject to        
liability claims for damages related to these defects or errors.                

Also, the occurrence of defects or errors, whether caused by our systems or     
products or the components of another vendor, may result in significant customer
relation problems and injury to our reputation and may impair the market        
acceptance of our systems and products.                                         

RISKS ASSOCIATED WITH THE BROADBAND WIRELESS MARKET. Part of our future success 
depends on high-speed wireless communications products gaining market acceptance
as a means to provide voice and data communications services. Because these     
markets are relatively new, it is difficult to predict which market segments    
will develop or expand. We have recently invested and expect to continue to     
invest significant time and resources in the development of new products for    
this market. If service providers adopt technologies other than the high-speed  
access and other wireless technologies that we offer, then we will not be able  
to sustain or expand our business.                                              

Well-capitalized companies such as Cisco Systems, Lucent Technologies, Nortel   
Networks, Newbridge Networks and other vendors have announced plans to enter, or
are potential entrants into, the broadband wireless market. Most of these       
competitors have existing relationships with one or more of our prospective     
customers. We also face competition from other technologies such as digital     
subscriber line, fiber, and cable.                                              

WE WILL NEED TO RAISE ADDITIONAL CAPITAL IN THE FUTURE, AND THERE IS A RISK OF  
NOT BEING ABLE TO SECURE ADEQUATE FUNDS ON ACCEPTABLE TERMS. We expect that in  
the near future we will need to raise additional funds for working capital and a
number of other uses, including:                                                

o    implementing further marketing and sales activities;             

o    acquiring complementary technologies or businesses;              

o    expanding research and development programs; and                 

o    hiring additional qualified personnel.                           

We expect that we may have to raise funds even sooner in order to:              

o    fund more rapid expansion;                                       

o    respond to competitive pressures; or                             

o    otherwise respond to unanticipated requirements.                 

If we raise additional funds through the issuance of equity or convertible debt 
securities, then the percentage ownership of our existing stockholders will be  
reduced. We may not be able to obtain additional funds on acceptable terms, or  
at all.                                                                         

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If we cannot raise needed funds on acceptable terms, then we may not be able to:

o    maintain or increase our ongoing operations;                     

o    complete our planned expansion;                                  

o    take advantage of acquisition opportunities;                     

o    develop or enhance systems or products; or                       

o    respond to competitive pressures.                                

This potential inability to raise funds on acceptable terms could seriously harm
our business.                                                                   

BECAUSE OUR PRINCIPAL STOCKHOLDERS AND MANAGEMENT HAVE THE ABILITY TO CONTROL   
STOCKHOLDER VOTES THE PREMIUM OVER MARKET PRICE THAT AN ACQUIRER MIGHT OTHERWISE
PAY MAY BE REDUCED AND ANY MERGER OR TAKEOVER MAY BE DELAYED. Our management    
collectively owns approximately 15% of our outstanding common stock. As a       
result, these stockholders, acting together, anticipate that they will be able  
to control the outcome of all matters submitted for stockholder action,         
including:                                                                      

o    electing members to our board of directors;                      

o    approving significant change-in-control transactions;            

    o    determining the amount and timing of dividends paid to themselves and
to our public stockholders; and                             

o    controlling our management and operations.                       

This concentration of ownership may have the effect of impeding a merger,       
consolidation, takeover or other business consolidation involving us, or        
discouraging a potential acquirer from making a tender offer for our shares.    
This concentration of ownership could also negatively affect our stock's market 
price or decrease any premium over market price that an acquirer might otherwise
pay.                                                                            

RISK THAT THE NASDAQ NATIONAL MARKET IS LIKELY TO CONTINUE TO EXPERIENCE EXTREME
PRICE AND VOLUME FLUCTUATIONS. The market price of our shares is likely to be   
highly volatile and could be subject to wide fluctuations in response to        
numerous factors, including the following:                                      

     o    actual or anticipated variations in our quarterly operating results or
those of our competitors;                                   

o    announcements by us or our competitors of new products or        
technological innovations;                                  

o    introduction and adoption of new industry standards;             

o    changes in financial estimates or recommendations by securities  
analysts;                                                   

o    changes in the market valuations of our competitors;             

    o    announcements by us or our competitors of significant acquisitions or
partnerships; and                                           

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o    sales of our common stock.                                       

Many of these factors are beyond our control and may negatively impact the      
market price of our common stock, regardless of our performance.                

In addition, the stock market in general, and the market for technology         
companies in particular, has been highly volatile. Our common stock may not     
trade at the same levels of shares as those of other technology companies and   
shares of technology companies, in general, may not sustain their current market
prices. In the past, securities class action litigation has often been brought  
against a company following periods of volatility in the market price of its    
securities. We may be the target of similar litigation in the future. Securities
litigation could result in substantial costs and divert management's attention  
and resources, which could seriously harm our business and operating results.   

OUR MANAGEMENT HAS BROAD DISCRETION IN USING THE PROCEEDS FROM THE EXERCISE OF  
THE OPTIONS, WHICH MIGHT NOT BE USED IN WAYS THAT IMPROVE OUR OPERATING RESULTS 
OR INCREASE OUR MARKET VALUE. Our management will have broad discretion as to   
how the net proceeds from the exercise of the options will be used, including   
uses which may not improve our operating results or increase our market value.  

PROVISIONS OF OUR GOVERNING DOCUMENTS AND NEVADA LAW COULD DISCOURAGE           
ACQUISITION PROPOSALS OR DELAY A CHANGE IN CONTROL. We anticipate that we will  
amend and restate our certificate of incorporation and bylaws. Our amended and  
restated certificate of incorporation and bylaws will contain anti-takeover     
provisions that could make it more difficult for a third party to acquire       
control of us, even if that change in control would be beneficial to            
stockholders. Specifically:                                                     

   o    our board of directors will have the authority to issue common stock
          and preferred stock and to determine the price, rights and preferences
      of any new series of preferred stock without stockholder approval;

    o    super-majority voting will be required to amend key provisions of our
certificate of incorporation and by-laws;                   

o    there will be limitations on who can call special meetings of    
stockholders;                                               

o    stockholders will not be able take action by written consent; and

   o    advance notice will be required for nominations of directors and for
stockholder proposals.                                      

In addition, provisions of Nevada law and our stock option plans may also       
discourage, delay or prevent a change of control or unsolicited acquisition     
proposals.                                                                      

FUTURE SALES OF OUR COMMON STOCK COULD DEPRESS OUR STOCK PRICE. We cannot       
predict if future sales of our common stock, or the availability of our common  
stock for sale, will depress the market price for our common stock or our       
ability to raise capital by offering equity securities. Sales of substantial    
amounts of common stock, or the perception that these sales could occur, may    
depress prevailing market prices for the common stock. If all the shares subject
to the plan are issued, then 93,856,537 shares of common stock will be          
outstanding.                                                                    

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant      
certifies that it has reasonable grounds to believe that it meets all of the    
requirements for filing on Form S-8 and has duly caused this Post-Effective     
Amendment No. 1 to the Registration Statement to be signed on its behalf by the 
undersigned, thereunto duly authorized, in the City of Cisco, State of Texas, on
April 25, 2000.                                                                 

                        BROADBAND WIRELESS INTERNATIONAL CORPORATION

                              By: /s/ Ivan W. Webb                             .
                                  ----------------------------------------------
           Ivan W. Webb, President

 POWER OF ATTORNEY

The undersigned directors and officers of BroadBand Wireless International      
Corporation hereby constitute and appoint Ivan W. Webb, with full power to act  
without the other and with full power of substitution and resubstitution, our   
true and lawful attorney-in-fact with full power to execute in our name and     
behalf in the capacities indicated below any and all amendments (including      
post-effective amendments and amendments thereto) to this Registration Statement
under the Securities Act of 1933 and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange   
Commission and hereby ratify and confirm each and every act and thing that such 
attorney-in-fact, or his substitute, shall lawfully do or cause to be done by   
virtue thereof.                                                                 

Pursuant to the requirements of the Securities Act of 1933, this Registration   
Statement has been signed by the following persons in the capacities and on the 
dates indicated.                                                                

/s/  Ivan W. Webb                                                April 25, 2000 
---------------------------------------                          -------------- 
Ivan W. Webb, President and Director                             Date           

/s/  Tommy K. Hill                                               April 25, 2000 
---------------------------------------                          -------------- 
Tommy K. Hill, Chief Financial Officer                           Date           

/s/  Gifford Dieterle                                            April 25, 2000 
---------------------------------------                          -------------- 
Gifford Dieterle, Director                                       Date           

/s/  Howard B. Siegel                                            April 25, 2000 
---------------------------------------                          -------------- 
Howard B. Siegel, Director                                       Date           

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 INDEX TO EXHIBITS

                                                                [Download Table]

Exhibit No.    Location          Description of Exhibit 
-----------    --------          ---------------------- 

                                                        
    4.1      Filed Herewith    2000 Stock Option Plan of
                               the Company              

    5.1      Previously Filed  Opinion of Counsel       

   23.1      Filed Herewith    Consent of Jackson &     
                               Rhodes P.C.              

   23.2      Previously Filed  Consent of Counsel

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-8 POS’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	4/26/00	1	3
	4/25/00	16
	4/21/00	6		S-8
	4/17/00	3
	11/29/99	3
	3/31/99	3		10KSB40
				List all Filings

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Filing Submission 0000950134-00-003680 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Broadband Wireless International Corp – ‘S-8 POS’ on 4/26/00

On: Wednesday, 4/26/00 · Effective: 4/26/00 · Accession #: 950134-0-3680 · File #: 333-35440

Post-Effective Amendment to an S-8 — Form S-8Filing Table of Contents

S-8 POS — Amendment No. 1 to Form S-8 – File No. 333-35440Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents

S-8 POS — Amendment No. 1 to Form S-8 – File No. 333-35440
Document Table of Contents