SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): September 26, 2000
Speedcom Wireless Corporation (formerly known as LTI Holdings, Inc)
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(Exact name of registrant as specified in its charter)
Delaware 0-21061 58-2044990
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1748 Independence Boulevard, C-5, Sarasota, Florida 34234
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(Address of principal executive offices, including zip code)
(941) 358-9283
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(Registrant's telephone number)
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Item 1. Changes in Control of Registrant.
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A change of control of the registrant occurred on September 26,
2000, upon the effectiveness of the merger (the "Merger") of Speedcom Wireless
International Corporation ("Speedcom") into LTI Holdings, Inc. ("LTI" or the
"Company") pursuant to which LTI became the surviving corporation. In
conjunction with the closing of the Merger, LTI changed its name to Speedcom
Wireless Corporation. Pursuant to the terms of the Agreement and Plan of Merger
dated August 4, 2000, (the "Merger Agreement"), between Speedcom and LTI, the
shareholders of Speedcom received 1.146 shares of LTI common stock for each
share of Speedcom common stock that they owned before the Merger. The exchange
ratio accounted for a reverse stock split whereby each share of LTI stock was
exchanged for 0.235 shares of Speedcom stock.
As provided in the Merger Agreement, all of LTI's officers and
directors resigned their positions and Speedcom's management became the
management of the combined company. A Form S-4 dated August 25, 2000 filed with
the Securities and Exchange Commission ("Form S-4") describes in detail the
management of the combined company and is incorporated herein by reference.
Pursuant to Rule 13d-3, Michael W. McKinney, Chairman and Chief
Executive Officer of Speedcom, is deemed to be the beneficial owner of
5,733,628.99 shares which represent 61.7% of the shares of common stock believed
to be outstanding. Mr. McKinney has sole investment management authority for
the shares and accordingly, has sole voting and dispositive power over the
shares. Of the shares, 5,615,400 shares are held by a general partnership, MWM
Family Ltd., 99% of which is owned by Mr. McKinney and members of his family.
Mr. McKinney is the sole managing general partner.
Item 2. Acquisition or Disposition of Assets.
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On August 4, 2000, Speedcom Wireless Corporation (formerly
known as LTI Holdings, Inc.) entered into the Merger Agreement with Speedcom
Wireless International Corporation, whereby Speedcom merged with and into the
Company with the Company as the surviving entity. Pursuant to the terms of the
Merger Agreement, the shareholders of Speedcom received 1.146 shares of LTI
common stock for each share of Speedcom common stock that they owned before the
Merger. The exchange ratio accounted for a reverse stock split whereby each
share of LTI stock was exchanged for 0.235 shares of Speedcom stock. See the
Form S-4 for a description of the Company's business following the merger.
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Item 7. Financial Statements and Exhibits.
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The following financial statements are incorporated by reference
from the Form S-4
(a) Financial statements of businesses acquired
Report of Independent Auditors - Ernst & Young LLP
Balance Sheets as of December 31, 1999 and June 30, 2000
(unaudited)
Statements of Operations for the years ended December 31,
1998 and 1999 and six months ended June 30, 1999 and 2000
(unaudited)
Statements of Changes in Stockholders' Equity (Deficit) for
the years ended December 31, 1998 and 1999 and six months
ended June 30, 2000 (unaudited)
Statements of Cash Flows for years ended December 31, 1998
and 1999 and six months ended June 30, 1999 and 2000
(unaudited)
(b) Pro forma financial statements
Historical and Pro Form Operating Information for the years
ended December 31 1998 and 1999 and six months ended
June 30, 1999 and 2000 (unaudited)
Historical and Pro Forma Balance Sheets for the year ended
December 31, 1999 and June 30, 2000 (unaudited)
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
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2.1(1) Asset Purchase Agreement between Packaging Atlanta
Corporation and Laminating Technologies Inc. dated
April 26, 1999
2.2 Agreement and Plan of Merger by and between Speedcom
Wireless International Corporation and LTI Holdings,
Inc., dated as of August 4, 2000 (included as Appendix
A to the proxy statement/prospectus filed as part of
Form S-4 Registration Statement (File No. 333-43098)
and incorporated herein by reference)
3.1 Amended and Restated Certificate of Incorporation
(included as Appendix B to the proxy statement/
prospectus filed as part of Form S-4 Registration
Statement (File No. 333-43098) and incorporated herein
by reference)
3.2 Amended and Restated Bylaws
4.1(2) Form of Bridge Note
4.2(2) Form of Warrant Agreement
4.3(2) Form of Underwriter's Unit Purchase Option
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<PAGE>
10.1(3) Registration Rights Agreement between the registrant
and Michael E. Noonan
10.2(2) Amended and Restated 1996 Stock Option Plan
10.3(2) Form of Indemnification Agreement
10.4 Executive Employment Agreement between Speedcom
Wireless International Corporation and Jay O. Wright,
dated November 18, 1999
10.5 Executive Employment Agreement between Speedcom
Wireless International Corporation and Bruce
Sanguinetti, dated July ___, 2000
10.6 Executive Employment Agreement between Speedcom
Wireless International Corporation and Michael
McKinney, dated April ___, 2000
10.7 Non-Qualified Stock Option Agreement
10.8 Non-Qualified Stock Option Plan
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(1) Incorporated by reference to the registrant's Definitive Proxy
Statement dated May 27, 1999.
(2) Incorporated by reference to the registrant's Registration Statement on
Form SB-2 (File No. 333-6711) filed with the SEC on June 24, 1996.
(3) Incorporated by reference to Amendment No. 1 to the registrant's
Registration Statement on Form SB-2 (File No. 333-6711) filed with the
SEC on July 31, 1996.
Item 8. Change in Fiscal Year.
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As of September 26, 2000 (the effective date of the Merger),
Speedcom changed its fiscal year from March 31 to December 31. The report
covering the transition period will be filed on a Form 10-K for the nine months
ending December 31, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
SPEEDCOM WIRELESS CORPORATION
Date: October 11, 2000 By: /s/ Michael W. McKinney
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Michael W. McKinney
Chairman and Chief Executive Officer
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<PAGE>
EXHIBIT LIST
EXHIBIT
NUMBER DESCRIPTION
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2.1(1) Asset Purchase Agreement between Packaging Atlanta
Corporation and Laminating Technologies Inc. dated
April 26, 1999
2.2 Agreement and Plan of Merger by and between Speedcom
Wireless International Corporation and LTI Holdings,
Inc., dated as of August 4, 2000 (included as Appendix
A to the proxy statement/prospectus filed as part of
Form S-4 Registration Statement (File No. 333-43098)
and incorporated herein by reference)
3.1 Amended and Restated Certificate of Incorporation
(included as Appendix B to the proxy statement/
prospectus filed as part of Form S-4 Registration
Statement (File No. 333-43098) and incorporated herein
by reference)
3.2 Amended and Restated Bylaws
4.1(2) Form of Bridge Note
4.2(2) Form of Warrant Agreement
4.3(2) Form of Underwriter's Unit Purchase Option
10.1(3) Registration Rights Agreement between the registrant
and Michael E. Noonan
10.2(2) Amended and Restated 1996 Stock Option Plan
10.3(2) Form of Indemnification Agreement
10.4 Executive Employment Agreement between Speedcom
Wireless International Corporation and Jay O. Wright,
dated November 18, 1999
10.5 Executive Employment Agreement between Speedcom
Wireless International Corporation and Bruce
Sanguinetti, dated July ___, 2000
10.6 Executive Employment Agreement between Speedcom
Wireless International Corporation and Michael
McKinney, dated April ___, 2000
10.7 Non-Qualified Stock Option Agreement
10.8 Non-Qualified Stock Option Plan
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(1) Incorporated by reference to the registrant's Definitive Proxy
Statement dated May 27, 1999.
(2) Incorporated by reference to the registrant's Registration Statement on
Form SB-2 (File No. 333-6711) filed with the SEC on June 24, 1996.
(3) Incorporated by reference to Amendment No. 1 to the registrant's
Registration Statement on Form SB-2 (File No. 333-6711) filed with the
SEC on July 31, 1996.
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