Registration No. 333-_________
As filed with the Securities and Exchange Commission on November 17, 2000
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------
SPEEDCOM WIRELESS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 58-2044990
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1748 Independence Boulevard, C-5 34234
Sarasota, Florida (Zip Code)
(Address of principal executive offices)
Speedcom Wireless Corporation 2000 Equity Incentive Plan
(Full title of the plan)
Copy to:
Michael W. McKinney
Chairman and Chief Executive Officer, Director Edwin D. Mason, Esq.
1748 Independence Boulevard Foley & Lardner
Sarasota, Florida 34234 One IBM Plaza
(941) 358-9283 330 N. Wabash Avenue
(Name, address and telephone number, Chicago, Illinois 60611
including area code, of agent for service) (312) 755-1900
--------------------------
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities to Amount to be Offering Price Aggregate Amount of
be Registered Registered Per Share Offering Price Registration Fee
--------------------------------------------------------------------------------
Common Stock,
$.001 par value 1,000,000 shares $6.00(1) $6,000,000(1) $1584.00
--------------------------------------------------------------------------------
(1) Pursuant to Rules 457(c) and 457(h) under the Securities Act of 1933, as
amended, the registration fee for the 1,000,000 shares covered by this
registration statement and reserved for future grants under the plan has
been calculated on the basis of $6.00 per share, the average of the bid and
asked price of the registrant's common stock as reported on the OTC
Bulletin Board on November 16, 2000.
---------------------------------
-1-
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed with the Securities and Exchange
Commission ("Commission") as part of this Form S-8 Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
The following documents have been previously filed by Speedcom
Wireless Corporation (the "Company") with the Commission and are incorporated
herein by reference:
(a) A Form S-4 dated August 25, 2000 filed pursuant to Rule
424(b), which includes audited financial statements of Speedcom Wireless
International Corporation (predecessor of the Registrant) as of and for the
years ended December 31, 1999 and 1998 and unaudited interim financial
statements for the six month periods ended June 30, 2000 and 1999.
(b) The Company's annual report filed on Form 10-K for the fiscal
year ended March 31, 2000.
(c) The Company's quarterly report filed on Form 10-Q for the
periods ended June 30, 2000 and September 30, 2000.
(d) All other reports filed by the Company pursuant to Section 13
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the
fiscal year ended March 31, 2000.
(e) The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A dated October 1,
1996; such information is incorporated therein by reference to the Company's
Registration Statement on Form SB-2 File No. 333-06711 originally filed on June
24, 1996.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of filing of this
Registration Statement and prior to such time as the Company files a
post-effective amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superceded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which is also, or is
deemed to be, incorporated herein by reference modifies or supercedes such
statement. Any such statement so modified or superceded shall not be deemed,
except as so modified or superceded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
-------------------------
-2-
<PAGE>
Not applicable.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
-----------------------------------------
Section 145 of the Delaware General Corporation Law authorizes a
court to award, or permits a Delaware corporation to grant, indemnity to present
or former directors and executive officers, as well as certain other persons
serving at the request of the corporation in related capacities. This permitted
indemnity is sufficiently broad to permit indemnification for liabilities
arising under the Securities Act of 1933, including reimbursement for expenses
incurred.
The indemnification authorized under Delaware law is not
exclusive and is in addition to any other rights granted to officers and
directors under the certificate of incorporation or bylaws of the corporation or
any agreement between officers and directors and the corporation. In addition,
the registrant has entered into Indemnification Agreements with its directors
and executive officers in which the registrant has agreed to indemnify such
persons to the fullest extent now or hereafter permitted by Delaware law.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not Applicable.
Item 8. Exhibits.
--------
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
---------- -------
(4) Speedcom Wireless Corporation 2000 Equity Incentive Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Ernst & Young LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5 hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
-3-
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
-4-
<PAGE>
SIGNATURES
The Registrant. 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 Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Sarasota, and State of Florida, on
this 16th day of November, 2000.
SPEEDCOM WIRELESS CORPORATION
By: /s/ Michael W. McKinney
----------------------------------
Michael W. McKinney
Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Michael W. McKinney, Bruce Sanguinetti, Jay O. Wright
and R. Craig Roos, and each of them individually, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and revocation, for
him or her and in his or her name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
Registration Statement and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or either of them,
may lawfully do or cause to be done by virtue hereof.
S-1
<PAGE>
Signature Title Date
--------- ----- ----
/s/ Michael W. McKinney Chairman, Chief Executive November 16, 2000
--------------------------- Officer and Director
Michael W. McKinney
/s/ Bruce Sanguinetti President and Director November 16, 2000
---------------------------
Bruce Sanguinetti
/s/ Jay O. Wright Chief Financial Officer November 16, 2000
--------------------------- and Director
Jay O. Wright
/s/ R. Craig Roos Vice Chairman and Director November 16, 2000
-----------------
R. Craig Roos
S-2
<PAGE>
EXHIBIT INDEX
SPEEDCOM WIRELESS INTERNATIONAL CORPORATION 2000 STOCK OPTION PLAN
Exhibit No. Exhibit
----------- -------
(4) Speedcom Wireless Corporation 2000 Equity Incentive
Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Ernst & Young LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
