[ ] Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive
Proxy Statement
[ ] Definitive
Additional Materials
[ ] Soliciting
Material Pursuant to ss.240.14a-12
ARC WIRELESS SOLUTIONS,
INC.
(Name of
Registrant as Specified in its Charter)
(Name of
Person Filing Proxy Statement, if other than Registrant)
Payment
of Filing Fee (Check the appropriate box):
[X]
No
fee required.
[ ]
Fee
computed on table below per Exchange Act Rules 14a-6(i) and
0-11.
(1)
Title
of each class of securities to which the transaction applies:
(2)
Aggregate
number of securities to which transaction applies:
(3)
Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4)
Proposed
maximum aggregate value of the transaction:
Total
proposed maximum aggregate value of the transaction:
(5)
Total
fee paid:
[ ]
Fee
paid previously with preliminary materials.
[ ]
Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) andidentify the filing for which the offsetting fee was paid
previously. Identify the previous filingby registration statement number,
or the Form or Schedule and the date of its filing.
Explanatory Note: This
Amendment Number 1 to the Proxy Statement of Arc Wireless Solutions, Inc. (the
“Company”), amends only those Items of the Proxy Statement originally filed on
December 1, 2009 which are contained herein. All other Items of the
Proxy Statement originally filed on December 1, 2009 are incorporated herein by
reference thereto without changes. This Amendment is filed to revise
that item pertaining to Section 16(a) Beneficial Ownership Reporting
Compliance.
Section
16(a) of the Securities Act of 1934, as amended (the “Exchange Act”) requires
our directors, executive officers and holders of more than 10% of our common
stock to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes in ownership of common stock and other equity
securities of ours. Based solely on our review of the copies of such forms we
received, we believe that during the year ended December 31, 2008, all such
filing requirements applicable to our officers and directors were complied with,
except that reports were filed late by the following persons:
Name
Number of
Late Reports
Transactions
Not Timely Reported
Known Failures to
File a Required
Form
(a)
Jason
Young
Chief
Executive Officer
Chairman
of the Board of Directors
2
2
2
Viktor
Nemeth
Director
1
1
1
Marco
Vega
Director
1
1
1
Randall
P. Marx
Chief
Executive Officer, Director, and Secretary
1
1
1
Donald
A. Huebner
Director
1
1
1
Robert
E. Wade
Director
1
1
1
Sigmund
A. Balaban
Director
1
1
1
Richard
L. Anderson
Executive
Vice President
1
1
1
Monty
R. Lamirato
Chief
Financial Officer and Treasurer
1
1
1
Evansville
Limited
10%
shareholder
1
1
1
Brean
Murray Carret Group, Inc.
10%
shareholder
1
1
1
(a) The
Company has only recently become aware of the delinquent filing of Form 3s and
Form 4s by current and former officers, directors, and 10%
owners. The Company intends to take action to rectify this situation
for the current officers, directors and 10% shareholders within the next ten
(10) days.
2
AVAILABILITY
OF REPORTS ON FORM 10-K AND FORM 10-K/A
A copy of
Amendment No. 1 to the Annual Report on Form 10-K/A for the fiscal year ended
December 31, 2008 is being sent to each shareholder with this Amended Proxy
Statement. Upon written request, we will provide, without charge, a
copy of our 2008 Form 10-K and Amendment thereto or other SEC filings to any
shareholder of record, or to any shareholder who owns Common Stock listed in the
name of a bank or broker as nominee, at the close of business on November 24,2009. Any request for a copy of our 2008 Form 10-K and Amendment
thereto or other SEC filings should be mailed to ARC Wireless Solutions, Inc.,
10601 West 48th Avenue, I-70 Frontage Road North, Wheat Ridge, Colorado80033-2660, Attention: Investor Relations.
FORWARD-LOOKING
STATEMENTS
This
Amended Proxy Statement and materials delivered with this Amended Proxy
Statement include “forward-looking” statements. All statements other than
statements of historical facts included in this Amended Proxy Statement and
materials delivered with this Amended Proxy Statement, including without
limitation statements regarding our financial position, business strategy, and
plans and objectives of management for future operations and capital
expenditures, are forward-looking statements. Although we believe
that the expectations reflected in the forward-looking statements and the
assumptions upon which the forward-looking statements are based are reasonable,
we can give no assurance that such expectations and assumptions will prove to
have been correct. Additional statements concerning important factors
that could cause actual results to differ materially from our expectations
(“Cautionary Statements”) are disclosed in the “Forward-Looking Statements-
Cautionary Statements” section of our Annual Report on Form 10-K for the year
ended December 31, 2008. All written and oral forward-looking
statements attributable to us or persons acting on our behalf subsequent to the
date of this Amended Proxy Statement are expressly qualified in their entirety
by the Cautionary Statements.
This
Amended Proxy Statement is sent by order of the Board of Directors.
