SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
Speedcom Wireless Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
847703 10 5
------------------------------------------------------------------------
(CUSIP Number)
Michael W. McKinney
Speedcom Wireless Corporation
1748 Independence Boulevard, C-5
Sarasota, Florida 34234
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 29, 2000
------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) for
other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that Section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 8 Pages
<PAGE>
------------------------------------------------------
CUSIP No. 847703 10 5
------------------------------------------------------
================================================================================
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Michael W. McKinney
--------------------------------------------------------------------------------
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3
SEC USE ONLY
--------------------------------------------------------------------------------
4
SOURCE OF FUNDS*
N/A
--------------------------------------------------------------------------------
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
--------------------------------------------------------------------------------
7
NUMBER OF SOLE VOTING POWER
2,942,507
SHARES
---------------------------------------------------
BENEFICIALLY 8
SHARED VOTING POWER
OWNED BY ---------------------------------------------------
EACH 9
SOLE DISPOSITIVE POWER
2,942,507
REPORTING ---------------------------------------------------
PERSON 10
SHARED DISPOSITIVE POWER
WITH
--------------------------------------------------------------------------------
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,942,507
--------------------------------------------------------------------------------
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
31.6%
--------------------------------------------------------------------------------
14
TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
================================================================================
Page 2 of 8 Pages
<PAGE>
------------------------------------------------------
CUSIP No. 847703 10 5
------------------------------------------------------
Item 1. Security and Issuer:
------ -------------------
Common Stock, $.001 par value
Speedcom Wireless Corporation ("Company" or
"Issuer")
1748 Independence Boulevard C-5
Sarasota, Florida 34234
Item 2. Identity and Background:
------ -----------------------
This statement is being filed by Michael W.
McKinney. Certain information regarding the
foregoing person is set forth below.
(a) - (b) Name and Business Address
Michael W. McKinney
Speedcom Wireless Corporation
1748 Independence Boulevard, C-5
Sarasota, Florida 34234
(c) Principal Occupation and Employment
Chairman and Chief Executive Officer, Director of
Speedcom Wireless Corporation
(d)- (e) During the last five years, Mr. McKinney has
not been convicted in a criminal proceeding or been
a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future
violation of, or prohibiting or mandating activities
subject to federal or state securities laws or
finding any violation with respect to such laws.
(f) Citizenship
-----------
United States
Page 3 of 8 Pages
<PAGE>
------------------------------------------------------
CUSIP No. 847703 10 5
------------------------------------------------------
Item 3. Source and Amount of Funds or Other Consideration:
------ -------------------------------------------------
Not applicable.
Item 4. Purpose of Transaction:
------ ----------------------
This Amendment No. 1 is being filed as a result
of the change in Mr. McKinney's beneficial ownership
resulting from (i) the dissolution of MWM Family,
Ltd., a family partnership in which Mr. McKinney was
a general partner and (ii) the split up of shares
owned by Mr. McKinney and his wife. These
transactions were made in anticipation of a divorce
settlement between Mr. McKinney and his wife.
The shares held by Mr. McKinney are being held
for investment purposes. Mr. McKinney has no plans
or proposals which relate to or would result in:
a. The acquisition by any person of additional
securities of the Issuer, or the disposition of
securities of the Issuer;
b. An extraordinary corporate transaction,
such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries;
c. A sale or transfer of a material amount of
assets of the Issuer or any of its subsidiaries;
d. Any change in the present board of
directors or management of the Issuer, including any
plans or proposals to change the number or term of
directors or to fill any existing vacancies on the
board;
e. Any material change in the present
capitalization or dividend policy of the Issuer:
f. Any other material change in the Issuer's
business or corporate structure;
g. Changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions
which may impede the acquisition of control of the
Issuer by any person;
Page 4 of 8 Pages
<PAGE>
------------------------------------------------------
CUSIP No. 847703 10 5
------------------------------------------------------
h. Causing a class of securities of the Issuer
to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered
national securities association;
i. A class of equity securities of the Issuer
becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
j. Any action similar to any of those
enumerated above.
Page 5 of 8 Pages
<PAGE>
------------------------------------------------------
CUSIP No. 847703 10 5
------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
------ ------------------------------------
(a) Pursuant to Rule 13d-3, Mr. McKinney is deemed
to be the beneficial owner of all 2,942,507 shares
which represent 31.6% 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.
(c) On December 4, 2000, Mr. McKinney purchased in
the open market 3,000 shares of the Company's common
stock at $4.75 per share and 500 shares of the
Company's common stock at $4.5625 per share.
Effective December 22, 2000, MWM Family, Ltd, a
family partnership (the "Partnership") in which Mr.
McKinney was a general partner was liquidated and
dissolved and the 5,615,400 shares of the Company's
common stock owned by the Partnership were
distributed to its partners in accordance with the
partners' respective interests in the Partnership.
Mr. McKinney and his wife, as tenants by the
entirety, received 4,445,990 shares and Mr. McKinney
received 568,560 shares as custodian for his minor
children.
Effective December 29, 2000, the shares received by
Mr. McKinney and his wife, as tenants by the
entirety, were split equally between Mr. McKinney
and his wife. Both the dissolution of the
Partnership and the split-up of the shares owned
with his wife were in anticipation of a divorce
settlement between Mr. McKinney and his wife.
The shares shown as owned by Mr. McKinney include
568,560 shares Mr. McKinney owns as custodian for
his two minor children.
The shares shown as owned by Mr. McKinney also
include 147,452 shares issuable on the exercise of
options to purchase common stock which are presently
exercisable or will become exercisable within 60
days after the date of this filing.
The amounts shown do not include an additional
439,300 shares that issuable upon the exercise of
options which are not presently exercisable and will
not become exercisable within 60 days of the date of
this filing.
Page 6 of 8 Pages
<PAGE>
------------------------------------------------------
CUSIP No. 847703 10 5
------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relation-
------ ships With Respect to Securities of the Issuer.
----------------------------------------------------
Mr. McKinney is a party with Barbara McKinney, his
wife, and the Company to a Lock-up Agreement dated
as of December 13, 2000, pursuant to which Mr.
McKinney agrees, for a period of one year from the
date of the agreement, not to dispose of his shares
without the consent of H.C. Wainwright & Co. or
other lead underwriter in an offering of capital
stock of the Company except that he may sell his
shares (a) pursuant to a registration statement for
a secondary offering which covers the sale of the
shares or (b) pursuant to the sale of the Company or
a majority of the voting stock of the Company to a
third party.
Mr. McKinney also is a party with all of the
partners receiving shares pursuant to the
dissolution and liquidation of the Partnership to an
Agreement Regarding the Sale of Shares dated as of
December 12, 2000 (the "Sale Agreement"), pursuant
to which each party agrees (a) only to sell shares
during a week which is the sixth calendar week of a
fiscal quarter of the Company; (b) to sell no more
than each party's allocable share (based on their
respective interests in the Partnership) of the
volume limits imposed by Rule 144 and 145 and (c)
not to make a sale and a purchase or a purchase and
a sale during any six month period. The Sale
Agreement terminates on the earlier of (a) one year
after the date of the Sale Agreement; (b) the date
of an Acceleration Event (as defined in the Sale
Agreement); (c) the effectiveness of a registration
statement covering the sale of the shares subject to
the Sale Agreement; and (d) receipt of a legal
opinion stating that the parties are not required to
aggregate sales of shares under Rule 144 and 145.
There are no other contracts, arrangements,
understandings or relationships (legal or otherwise)
between Mr. McKinney and any other persons with
respect to any securities of the Company, including
but not limited to transfer or voting of any
securities, finder's fees, joint ventures, loan or
option agreements, puts or calls, guarantees of
profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7. Material to Be Filed as Exhibits.
------ --------------------------------
Lock-up Agreement between Michael W. McKinney,
Barbara McKinney and Speedcom Wireless Corporation
dated as of December 13, 2000.
Agreement Regarding the Sale of Shares between
Michael W. McKinney, Barbara McKinney and the other
parties thereto dated as of December 12, 2000.
Page 7 of 8 Pages
<PAGE>
------------------------------------------------------
CUSIP No. 847703 10 5
------------------------------------------------------
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this
statement is true, complete and correct.
January 12, 2001
----------------
Date
/s/ Michael W. McKinney
-----------------------
Michael W. McKinney
Page 8 of 8 Pages
<PAGE>
EXHIBIT 1
H.C. WAINWRIGHT & CO., INC.
Investments Since 1868
245 Park Avenue, New York, NY 10167
LOCK-UP AGREEMENT
-----------------
This Lock-Up Agreement ("Agreement") is made and entered into as of
December 13, 2000, by and between Barbara McKinney ("B. McKinney"), Speedcom
Wireless Corporation, a Delaware corporation ("Speedcom"), and Michael McKinney
("M. McKinney") (each a "Party" and collectively, the "Parties").
WHEREAS, the Parties hereto desire to enter into this Agreement to
govern the disposition of shares of Speedcom with respect to which dispositive
power is exercised by B. McKinney or M. McKinney on the date of this Agreement
or thereafter (the "Lockup Shares").
NOW, THEREFORE, in consideration of the mutual promises made herein and
for other good and valuable consideration, the sufficiency of which the Parties
hereby acknowledge, the Parties agree as follows:
1. During the Term of this Agreement, Neither B. McKinney nor M.
McKinney will, without the prior written consent of H.C.
Wainwright & Co., Inc. and or other lead underwriter in an
offering of capital stock of Speedcom, offer, sell, make any
short sale of, contract to sell, grant any option for the
purchase of or otherwise dispose of, directly or indirectly,
any Lockup Shares.
2. Notwithstanding paragraph 1, B. McKinney and M. McKinney may
each sell Lockup Shares (a) pursuant to a registration state-
ment for a secondary offering that also covers the sale of the
Lockup Shares, but only to the extent permitted by the lead
underwriter in such an offering, in such underwriter's sole
discretion, or (b) pursuant to the sale of Speedcom or a
majority interest in the voting stock of Speedcom to a third
party.
3. The Term of this Agreement shall commence on December 13, 2000,
and shall continue for a period of 365 days thereafter, unless
terminated prior thereto pursuant to paragraph 4 herein.
4. This Agreement may be terminated prior to the end of the Term
(as defined in paragraph 3) by any Party with the written
consent of all the other Parties.
5. This Agreement shall inure to the benefit of and be binding upon
the Parties, their heirs, legal representatives, successors and
assigns. This Agreement shall be governed and construed in
accordance with the internal laws of the State of Florida.
6. This Agreement contains the complete agreement of the Parties
with respect to the subject matter hereof and supersedes all
prior agreements, written or oral, with respect thereto, except
for the Agreement Regarding the Sale of Shares, or any agree-
ment with respect to the dissolution of MWM Family LTD. or any
tenancy by the entirety with respect to Speedcom shares or
interests in MWM Family LTD. No amendment or other modification
of this Agreement shall be binding upon the Parties hereto
unless in writing and signed by all the Parties hereto.
<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the undersigned.
SPEEDCOM WIRELESS CORPORATION
By: /s/ Michael W. McKinney
-------------------------------------
Michael W. McKinney
Its: CEO
/s/ Michael McKinney
----------------------------------------
MICHAEL MCKINNEY
/s/ Barbara McKinney
----------------------------------------
BARBARA MCKINNEY
<PAGE>
EXHIBIT 2
AGREEMENT REGARDING
THE SALE OF SHARES
This Agreement Regarding The Sale of Shares (this "Agreement") is made
and entered into this ___ day of December 2000 (the "Effective Date"), by and
among BARBARA L. MCKINNEY ("BLM"), MICHAEL W. MCKINNEY ("MWM"), CELIA FLORENCE
LEWIS, CARLTON FRED LEWIS, MARTHA LOU MCKINNEY, LIANE PYPER LIPSCOMB, MICHAEL
STEPHEN MCKINNEY and ANDREW EDWARD MCKINNEY (by and through CHRIS MCKINNEY, as
custodian), COURTNEY BOSTON ALOFS (by and through CARLENE ALOFS, as custodian),
RYAN LEWIS MCKINNEY and MOLLY MICHEL MCKINNEY (by and through MICHAEL W.
MCKINNEY, as custodian), and RYAN LEWIS MCKINNEY and MOLLY MICHEL MCKINNEY (by
and through BARBARA L. MCKINNEY, as custodian), (each a "Party" and collectively
the "Parties").
WHEREAS, MWM Family Ltd., a Florida limited partnership (the
"Partnership") owns 5,615,400 shares of Speedcom Wireless Corporation
("Speedcom") common stock (the "Shares"), and the Parties own varying ownership
interests in the Partnership as shown on Exhibit "A" attached hereto; and
WHEREAS, the Parties have agreed to dissolve the Partnership on even
date herewith; and
WHEREAS, upon such dissolution the Shares shall be distributed to the
Parties in accordance with their respective ownership interests in the
Partnership, as shown on Exhibit "A" attached hereto; and
WHEREAS, BLM and MWM have agreed that, following receipt of those
Shares owned by BLM and MWM as tenants by the entirety, such tenancy will be
terminated and those Shares will be divided evenly between BLM and MWM; and
WHEREAS, the Parties have been advised that based on the manner in
which the Shares have been titled in name of the Partnership and the manner in
which the ownership of the Shares is being transferred to the Parties upon
dissolution of the Partnership, their respective sales may be aggregated for
purposes of determining the allowable number of Shares sold under Rule 144
promulgated under the Securities Act of 1933, as amended ("Rule 144") and Rule
145 promulgated under the Securities Act of 1933, as amended ("Rule 145").
NOW, THEREFORE, in consideration of the mutual promises and agreements
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. The Parties hereby agree to only sell their respective Shares
during the period of the calendar week commencing with the sixth calendar week
of each fiscal quarter of the Company (a "Trade Week") or a date agreed upon by
BLM and MWM.
2. Each Party hereby agrees to sell during a Trade Week no more than
that Party's allocable portion of the maximum aggregate number of shares
allowable under the volume limitations imposed under Rule 144 and Rule 145 (the
"Volume Cap"), which shall be determined by multiplying the Volume Cap by that
Party's percentage ownership interest in the Partnership's Shares at the time of
dissolution, as shown on Exhibit "A." In the case of BLM and MWM, following the
termination of the tenancy by the entirety, BLM and MWM's respective percentage
ownership interest shall be based on one-half of the ownership interest in the
Shares shown on Exhibit "A."
<PAGE>
3. The Parties intend that all sales of Shares contemplated by this
Agreement shall be in compliance with Rule 144, Rule 145 and Section 16(a) of
the Exchange Act ("Section 16(a)") and, as such, the Parties agree to cooperate
to ensure full compliance with the filing requirements of Rule 144, Rule 145 and
Section 16(a), to the extent applicable.
4. The Parties intend to make no purchase and sale, or any sale and
purchase, of any equity security of Speedcom (other than an exempted security)
within any period of less than six months. As such, the Parties have not
purchased any equity security of Speedcom in the six months prior to the
Effective Date and shall not purchase any equity security of Speedcom within six
months before or after any sale of Shares under this Agreement.
5. The Parties hereby agree not to act or fail to act in regards to
the Shares, including without limitation by causing any sale, transfer, pledge,
hypothecation, conveyance, or change in ownership of the Shares, in any way that
could reasonably be expected to cause any other Party to recognize gain for
federal income tax purposes as a result of the liquidation of the Partnership
and subsequent distribution of the Shares.
6. This Agreement shall terminate upon the earlier of (a) one year
from the Effective Date; (b) an "Acceleration Event," which shall be deemed to
have occurred upon (i) the merger or consolidation of Speedcom with or into
another entity such that the stockholders of Speedcom prior to such transaction
do not own in excess of fifty percent (50%) of the voting power of the surviving
entity; (ii) a transaction or series of related transactions in which in excess
of fifty percent (50%) of the voting power of Speedcom or the right to elect a
majority of the Board of Directors is transferred to a third party (or group of
affiliated third parties); (iii) the sale, lease, transfer or other disposition
of all or substantially all of the assets of the Company; or (iv) a liquidation
of Speedcom; (c) the effectiveness of a registration statement for the sale of
Shares held by the Parties, but only as to those Shares registered thereunder
under the Securities Act of 1933, as amended; or (d) receipt by BLM and MWM of
an opinion of counsel, in a form acceptable to BLM and MWM, to the effect that
the Parties are not required to aggregate their respective sales of the Shares
under Rule 144 and Rule 145.
7. This Agreement contains the complete agreement of the Parties with
respect to the subject matter hereof and supersedes all prior agreements,
written or oral, with respect thereto. No amendment or other modification of
this Agreement shall be binding upon the Parties hereto unless in writing and
signed by all the Parties hereto.
8. This Agreement shall inure to the benefit of and be binding upon
the Parties, their heirs, legal representatives, successors and assigns and any
entity, including any partnership, corporation, limited liability company
controlled by any Party or any trust in which any Party is the Trustee. This
Agreement shall be governed and construed in accordance with the internal laws
of the State of Florida.
9. This Agreement may be executed in two or more counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. A facsimile transmission of an executed copy of
this Agreement shall be considered a counterpart for purposes of this Agreement.
2
<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
by the undersigned.
/s/ Barbara L. McKinney
-----------------------------------------
BARBARA L. MCKINNEY
/s/ Michael W. McKinney
-----------------------------------------
MICHAEL W. MCKINNEY
-----------------------------------------
CELIA FLORENCE LEWIS
-----------------------------------------
CARLTON FRED LEWIS
-----------------------------------------
MARTHA LOU MCKINNEY
-----------------------------------------
LIANE PYPER LIPSCOMB
-----------------------------------------
CHRIS MCKINNEY, as custodian
-----------------------------------------
CARLENE ALOFS, as custodian
/s/ Michael W. McKinney
-----------------------------------------
MICHAEL W. MCKINNEY as custodian
/s/ Barbara L. McKinney
-----------------------------------------
BARBARA L. MCKINNEY, as custodian
3
<PAGE>
Exhibit "A"
-----------
Number of Shares
Owned for Purposes of Volume
Individual Limitation Calculation
---------- ----------------------------
Barbara I. McKinney and Michael W. 4,445,992.95
McKinney as Tenants by the Entireties
Celia Florence Lewis 4,211.55
Carlton Fred Lewis 4,211.55
Martha Lou McKinney 7,019.25
Liane Pyper Lipscomb 4,211.55
Michael Stephen McKinney (by and through 4,211.55
Chris McKinney, as Custodian)
Andrew Edward McKinney (by and through 4,211.55
Chris McKinney, as Custodian)
Courtney Boston Alofs (by and through 4,211.55
Carlene Alofs, as Custodian)
Ryan Lewis McKinney (by and through 284,279.63
Michael W. McKinney, as Custodian)
Molly Michel McKinney (by and through 284,279.63
Michael W. McKinney, as Custodian)
Ryan Lewis McKinney (by and through 284,279.63
Barbara L. McKinney, as Custodian)
Molly Michel McKinney (by and through 284,279.63
Barbara L. McKinney, as Custodian)
TOTAL NUMBER OF SHARES 5,615,400.00
