<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
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WASHINGTON, D.C. 20549
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SCHEDULE 13D
(RULE 13D-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. __)*
OZ.COM
(NAME OF ISSUER)
COMMON STOCK
(TITLE OF CLASS OF SECURITIES)
NONE
(CUSIP NUMBER)
MICHEL CORDEAU, ESQ.
C/O MICROCELL TELECOMMUNICATIONS INC.
1000, DE LA GAUCHETIERE STREET WEST, 25TH FLOOR
MONTREAL, QUEBEC, CANADA H3B 4W5
(514) 397-9797
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED
TO RECEIVE NOTICES AND COMMUNICATIONS)
NOVEMBER 8, 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 Rule 13d-1(e), 13d-1(f) or 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 Rule 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 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).
<PAGE> 2
CUSIP NO. None 13D Page 2 of 13
Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Microcell Telecommunications Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b) X
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
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7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
-0- Shares
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8. SHARED VOTING POWER
64,599,860 Shares (1)
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9. SOLE DISPOSITIVE POWER
-0- Shares
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10. SHARED DISPOSITIVE POWER
11,405,860 Shares (2)
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,599,860 Shares (1)
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
73.7% based on 87,599,996 shares of Common Stock outstanding as
of the end of November 8, 2000
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14. TYPE OF REPORTING PERSON*
CO
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(1) Includes 11,405,860 shares of Common Stock of OZ.COM (the "Issuer") owned
directly by Microcell Capital II Inc. ("Microcell Capital"), a wholly-owned
subsidiary of Microcell Telecommunications Inc. ("Microcell
Telecommunications"), 34,597,000 shares of Common Stock of the Issuer held by
Gudjon Mar Gudjonsson and 18,597,000 shares of Common Stock of the Issuer held
by Skuli Mogensen, who, together with Microcell Capital, may constitute a
"group" within the meaning of Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, by virtue of the Shareholder Agreement, dated November 8,
2000, by and among the Issuer, Mr. Mogensen, Mr. Gudjonsson and Microcell
Capital (the "Shareholder Agreement").
(2) Includes 11,405,860 shares of Common Stock of the Issuer owned directly by
Microcell Capital.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE> 3
CUSIP NO. None 13D Page 3 of 13
Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Microcell Capital II Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
(b) X
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3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
--------------------------------------------------------------------------------
7. NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
SOLE VOTING POWER
-0- Shares
--------------------------------------------------------------------------------
8. SHARED VOTING POWER
64,599,860 Shares (1)
--------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
-0- Shares
--------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
11,405,860 Shares
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
64,599,860 Shares (1)
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
73.7% based on 87,599,996 shares of Common Stock outstanding as
of the end of November 8, 2000
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14. TYPE OF REPORTING PERSON*
CO
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(1) Includes 34,597,000 shares of Common Stock of the Issuer held by Gudjon Mar
Gudjonsson and 18,597,000 shares of Common Stock of the Issuer held by Skuli
Mogensen, who, together with Microcell Capital, may constitute a "group" within
the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended, by virtue of the Shareholder Agreement.
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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<PAGE> 4
SCHEDULE 13D
This Schedule 13D is being filed on behalf of Microcell
Telecommunications and Microcell Capital with respect to the shares of Common
Stock, par value $.01 per share (the "Common Stock"), of the Issuer
beneficially owned by each of them.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $.01 par value per share,
of the Issuer.
The Issuer's principal executive offices are located at Snorrabraut 54,
Reykjavik, Iceland IS-105. The Issuer's telephone number is 011 (354) 535-0000.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Microcell Telecommunications, a
corporation incorporated under the laws of Canada, and Microcell Capital, a
corporation incorporated under the laws of Canada and a wholly-owned subsidiary
of Microcell Telecommunications. The address of Microcell Telecommunications'
principal office is 1000, de la Gauchetiere Street West, 25th Floor, Montreal,
Quebec H3B 4W5, and of its principal business is 1250 Rene-Levesque Boulevard
West, Suite 400, Montreal, Quebec H3B 4W8. Microcell Telecommunications'
principal business is the design and deployment of wireless communications
services. The address of Microcell Capital's principal office is 1000, de la
Gauchetiere Street West, 25th Floor, Montreal, Quebec H3B 4W5, and of its
principal business is 1250 Rene-Levesque Boulevard West, Suite 400, Montreal,
Quebec H3B 4W8. Microcell Capital's principal business is to hold the
investments of Microcell Telecommunications in private equity funds and in
companies that develop and/or provide wireless telecommunications and Internet
products and services.
The name, residence or business address and present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted, of the
executive officers and directors of Microcell Telecommunications and Microcell
Capital are set forth in Schedule 1 hereto and incorporated herein by reference.
Neither Microcell Capital nor, to the best of Microcell Capital's
knowledge, any of the directors or executive officers of Microcell Capital have
been convicted in a United States criminal proceeding (excluding traffic
violations or similar misdemeanors) during the last five years.
Neither Microcell Telecommunications nor, to the best of Microcell
Telecommunications' knowledge, any of the directors or executive officers of
Microcell Telecommunications have been convicted in a United States criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
During the last five years, neither Microcell Capital nor, to the best
of Microcell Capital's knowledge, any of the directors or executive officers of
Microcell Capital have been party to any civil proceeding of a United States
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 violations of, or prohibiting or mandating activities subject
to, United States federal or state securities laws or finding any violation with
respect to such laws.
During the last five years, neither Microcell Telecommunications nor,
to the best of Microcell Telecommunications' knowledge, any of the directors or
executive officers of Microcell Telecommunications have been party to any civil
proceeding of a United States 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
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<PAGE> 5
future violations of, or prohibiting or mandating activities subject to, United
States federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION.
On November 8, 2000, the Issuer completed the acquisition (the
"Acquisition") of all of the outstanding voting capital stock of MCE Holding
Corporation. MCE Holding Corporation was a corporation created by Microcell
Capital and Ericsson Canada Inc. ("Ericsson Canada") to hold all of the issued
and outstanding capital stock of 3044016 Nova Scotia Company, a recently
organized company based in Montreal, Canada, which was formed to develop mobile
Internet applications for network operators in Canada. The Acquisition was
structured as a stock-for-stock exchange in which the Issuer issued an aggregate
of 16,475,131 shares of Common Stock to Microcell Capital and Ericsson Canada in
exchange for all of the issued and outstanding stock of MCE Holding Corporation.
Of the aggregate number of shares of Common Stock issued, 11,405,860 shares were
issued to Microcell Capital in exchange for 69 common shares of the capital
stock of MCE Holding Corporation pursuant to a Share Exchange Agreement between
the Issuer and Microcell Capital dated November 8, 2000 (the "Microcell Capital
Share Exchange Agreement"). Under the Share Exchange Agreement between Ericsson
Canada and the Issuer dated November 8, 2000 (the "Ericsson Share Exchange
Agreement"), the Issuer purchased 31 shares of MCE Holding Corporation held by
Ericsson Canada in exchange for 5,069,271 shares of the Issuer.
The Microcell Capital Share Exchange Agreement grants Microcell Capital
the right, during the period from February 15, 2002 until April 15, 2002, to
require the Issuer to repurchase the 11,405,860 shares delivered to Microcell
Capital in connection with the Acquisition at the price of $4,500,000, if prior
to February 15, 2002 the Issuer fails to complete a firmly underwritten public
offering pursuant to a registration statement under the Securities Act of 1933,
as amended (the "Securities Act"), or a public offering in which the Issuer's
shares are listed or designated for trading on any "designated offshore
securities market" as such term is defined in Regulation S under the Securities
Act, which offering, in either case, results in a market capitalization of not
less than $225 million.
In connection with the Acquisition, and in order to induce Microcell
Capital to enter into the Microcell Capital Share Exchange Agreement, the
Issuer, Microcell Capital and Gudjon Mar Gudjonsson and Skuli Mogensen, who are
the founders and directors and officers of the Issuer (the "Founders"), entered
into the Shareholder Agreement. The Shareholder Agreement gives Microcell
Capital the right to participate in any sales of the Issuer's shares by either
of the Founders and, with some exceptions, to purchase pro rata shares of the
Issuer's securities offered by the Issuer. Furthermore, the Founders have agreed
in the Shareholder Agreement to vote a sufficient number of their respective
shares of Common Stock to enable a nominee chosen by Microcell Capital to sit on
the board of directors of the Issuer. This agreement resulted in an increase of
the then-current number of directors on the Issuer's board of directors from
five to six. Accordingly, Microcell Capital and the Founders may be deemed to be
members of a group within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934. The Shareholder Agreement will terminate upon the earlier
of (i) Microcell Capital no longer owning any shares of the Common Stock, (ii)
the occurrence of certain bankruptcy events relating to the Issuer and (iii) the
consummation of a public offering that results in a market for the Issuer's
shares where not less than 10% of the total outstanding shares is traded on the
Nasdaq National Market or any "designated offshore securities market" as such
term is defined in Regulation S under the Securities Act.
The foregoing summaries of the Ericsson Share Exchange Agreement, the
Microcell Capital Share Exchange Agreement and the Shareholder Agreement are not
complete descriptions of the terms and conditions thereof and are qualified in
their entirety by reference to the full text of the respective agreements, which
are incorporated by reference herein.
Neither Microcell Telecommunications nor Microcell Capital has any
current plans or proposals that relate to or would result in any of the events
described in clauses (a) through (j) of the instructions to Item 4 of Schedule
13D.
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<PAGE> 6
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Microcell Capital beneficially owns 11,405,860 shares of Common
Stock, which constitutes approximately 13.0% of the Common Stock outstanding as
of November 8, 2000. Mr. Gudjonsson beneficially owns 34,597,000 shares of
Common Stock, which constitutes approximately 39.5% of the Common Stock
outstanding as of November 8, 2000. Mr. Mogensen beneficially owns 18,597,000
shares of Common Stock, which constitutes approximately 21.2% of the Common
Stock outstanding as of November 8, 2000. Accordingly, by virtue of the
Shareholder Agreement, pursuant to which the Founders have agreed to vote a
sufficient number of their respective shares of Common Stock to enable a nominee
chosen by Microcell Capital to sit on the board of directors of the Issuer,
Microcell Capital may be deemed to beneficially own 64,599,860 shares of Common
Stock, which represents approximately 73.7% of the Common Stock. The percentage
of Common Stock indicated is based on 87,599,996 shares of Common Stock
outstanding as of November 8, 2000. Except as expressly otherwise set forth in
this statement, Microcell Capital disclaims beneficial ownership of the shares
of Common Stock beneficially owned by the Founders.
As a result of its 100% ownership interest in Microcell Capital,
Microcell Telecommunications may be deemed to beneficially own 11,405,860 shares
of Common Stock owned directly by Microcell Capital and, by virtue of the
Shareholder Agreement that Microcell Capital is a party to, 53,194,000 shares of
Common Stock of the Issuer owned directly by the Founders, which, together,
represents 73.7% of the Common Stock. The percentage of Common Stock indicated
is based on 87,599,996 shares of Common Stock outstanding as of November 8,
2000. Except as expressly set forth in this statement, Microcell
Telecommunications disclaims beneficial ownership of the shares of Common Stock
beneficially owned by the Founders.
To the best knowledge of Microcell Capital, no director or executive
officer of Microcell Capital owns or has any right to acquire, directly or
indirectly, any Common Stock. To the best knowledge of Microcell
Telecommunications, no director or executive officer of Microcell
Telecommunications owns or has any right to acquire, directly or indirectly, any
Common Stock.
(b) (1) As a result of and subject to the terms of the Shareholder
Agreement, pursuant to which the Founders have agreed to vote a sufficient
number of their respective shares of Common Stock to enable a nominee chosen by
Microcell Capital to sit on the board of directors of the Issuer, Mr. Mogensen
and Microcell Capital share voting power with respect to the 18,597,000 shares
of Common Stock of which Mr. Mogensen is the record owner. Other than as set
forth in the Shareholder Agreement, Mr. Mogensen has sole voting and dispositive
powers with respect to the foregoing shares, which constitute approximately
21.2% of the Common Stock outstanding as of November 8, 2000. Mr. Mogensen
acquired the 18,597,000 shares prior to the filing by the Issuer on May 24, 2000
of the registration statement on Form 10-SB, as amended, with respect to the
Common Stock.
(2) Mr. Gudjonsson shares voting power with Microcell Capital
with respect to 34,597,000 shares of Common Stock as a result of and subject to
the terms of the Shareholder Agreement, pursuant to which the Founders have
agreed to vote a sufficient number of their respective shares of Common Stock to
enable a nominee chosen by Microcell Capital to sit on the board of directors of
the Issuer. Other than with respect to the Shareholder Agreement, Mr. Gudjonsson
has sole voting and dispositive powers with respect to the foregoing shares,
which constitute approximately 39.5% of the Common Stock outstanding as of
November 8, 2000. In addition, Mr. Gudjonsson also may be deemed to be the
beneficial owner of 100,000 shares of Common Stock issuable upon the conversion
of 50,000 shares of Series A Preferred Stock presently held by him. Mr.
Gudjonsson acquired the 34,697,000 shares beneficially owned by him prior to the
filing by the Issuer on May 24, 2000 of the registration statement on Form
10-SB, as amended, with respect to the Common Stock.
(3) Under the terms of the Shareholder Agreement, pursuant to
which the Founders have agreed to vote a sufficient number of their respective
shares of Common Stock to enable a nominee chosen by Microcell Capital to sit on
the board of directors of the Issuer, Microcell Capital has shared voting power
with respect to 53,194,000 shares of Common Stock held by the Founders. In
addition, Microcell Capital has shared voting and dispositive power with
Microcell Telecommunications with respect to 11,405,860 shares of Common Stock
of which Microcell Capital is the record owner, which constitutes approximately
13.0% of the Common Stock outstanding as of November 8, 2000.
(4) As a result of the Shareholder Agreement, pursuant to
which the Founders have agreed to vote a sufficient number of their respective
shares of Common Stock to enable a nominee chosen by Microcell Capital to sit on
the board of directors of the Issuer and by virtue of its 100% ownership
interest in Microcell Capital, Microcell Telecommunications has shared voting
power with Microcell Capital with respect to
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<PAGE> 7
64,599,860 shares of Common Stock (constituting approximately 73.7% of the
Common Stock outstanding as of November 8, 2000) and shared dispositive power
with Microcell Capital with respect to 11,405,860 shares of Common Stock
(constituting approximately 13.0% of the Common Stock outstanding as of November
8, 2000).
(c) Except as described in Item 4, neither Microcell Capital nor any
executive officer or director of Microcell Capital has effected any transactions
in the Common Stock in the last 60 days. Except as described in Item 4, by
virtue of its 100% ownership of Microcell Capital, neither Microcell
Telecommunications nor any executive officer or director of Microcell
Telecommunications has effected any transactions in the Common Stock in the last
60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
See Item 4 above.
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<PAGE> 8
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT 7.1 Joint Filing Agreement
EXHIBIT 7.2 Share Exchange Agreement, dated as of November 8,
2000, between OZ.COM and Microcell Capital II Inc.
(incorporated by reference from Exhibit 2.1 to the
Issuer's Quarterly Report on Form 10-QSB for the
quarterly period ended September 30, 2000).
EXHIBIT 7.3 Shareholder Agreement, dated as of November 8, 2000,
between OZ.COM, Skuli Mogensen, Gudjon Mar Gudjonsson
and Microcell Capital II Inc. (incorporated by
reference from Exhibit 10.8 to the Issuer's Quarterly
Report on Form 10-QSB for the quarterly period ended
September 30, 2000).
EXHIBIT 7.4 Share Exchange Agreement, dated as of November 8,
2000, between OZ.COM and Ericsson Canada Inc.
(incorporated by reference from Exhibit 2.2 to the
Issuer's Quarterly Report on Form 10-QSB for the
quarterly period ended September 30, 2000).
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<PAGE> 9
SCHEDULE 1
MICROCELL CAPITAL II INC
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
POSITION WITH NAME AND BUSINESS CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR
MICROCELL CAPITAL II INC. ADDRESS EMPLOYMENT INCLUDING THE NAME
(PRINCIPAL BUSINESS) AND ADDRESS
(IF DIFFERENT THAN BUSINESS
ADDRESS) OF EMPLOYER
<S> <C> <C> <C>
I. DIRECTOR
Director Andre Tremblay Canadian President and Chief Executive
MICROCELL TELECOMMUNICATIONS INC. Officer of Microcell
1250 Rene-Levesque Blvd. West Telecommunications Inc.
Suite 400
Montreal, Quebec H3B 4W8
<CAPTION>
POSITION WITH MICROCELL NAME AND BUSINESS CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR
CAPITAL II INC. ADDRESS EMPLOYMENT INCLUDING THE NAME
(PRINCIPAL BUSINESS) AND ADDRESS
(IF DIFFERENT THAN BUSINESS
ADDRESS) OF EMPLOYER
<S> <C> <C> <C>
II. EXECUTIVE OFFICERS
President Andre Tremblay Canadian President and Chief Executive
MICROCELL TELECOMMUNICATIONS INC. Officer of Microcell
1250 Rene-Levesque Blvd. West Telecommunications Inc.
Suite 400
Montreal, Quebec H3B 4W8
Treasurer Alain Rheaume Canadian Executive Vice-president, Chief
MICROCELL TELECOMMUNICATIONS INC. Financial Officer and Treasurer
1250 Rene-Levesque Blvd. West of Microcell Telecommunications
Suite 400 Inc.
Montreal, Quebec H3B 4W8
Corporate Secretary Michel Cordeau Canadian Vice-president, Legal Affairs and
MICROCELL TELECOMMUNICATIONS INC. Corporate Secretary of Microcell
1000, de la Gauchetiere Street West Telecommunications Inc.
25th floor
Montreal, Quebec H3B 4W5
</TABLE>
<PAGE> 10
MICROCELL TELECOMMUNICATIONS INC.
DIRECTOR AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
POSITION WITH NAME AND BUSINESS CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR
MICROCELL ADDRESS EMPLOYMENT INCLUDING THE NAME
TELECOMMUNICATIONS INC. (PRINCIPAL BUSINESS) AND ADDRESS
(IF DIFFERENT THAN BUSINESS
ADDRESS) OF EMPLOYER
<S> <C> <C> <C>
I. DIRECTORS
Chairman of the Board and Charles Sirois Canadian Chairman of the Board of Microcell
Director TELESYSTEM LTD. Telecommunications Inc.; Chairman
1000, de la Gauchetiere Street West of the Board and President of
25th floor Telesystem Ltd.
Montreal, Quebec H3B 4W5
Director Noel Bambrough USA Executive Vice-president and
INTACTA TECHNOLOGIES INC. Chief Operating Officer of
235 Peachtree Street NE Intacta Technologies Inc.
2215 North Tower
Atlanta, Georgia, 30303 USA
Director Andre Bureau Canadian Chairman of the Board of Astral
ASTRAL MEDIA INC. Media Inc.
2100 Sainte-Catherine Street West
Suite 1000
Montreal, Quebec M3M 2T3
Director Daniel Cyr Canadian Vice-president, Corporate
TELESYSTEM LTD. Services and Treasurer of
1000, de la Gauchetiere Street West Telesystem Ltd.
25th floor
Montreal, Quebec H3B 4W5
Director Michael Cytrynbaum Canadian Chairman of the Board of Look
FIRST FISCAL MANAGEMENT INC. Communications Inc.
1040 - 885 West Georgia Street
Vancouver, British Columbia
V6C 3E8
Director Bruno Ducharme Canadian President and Chief Executive
TELESYSTEM INTERNATIONAL WIRELESS INC. Officer of Telesystem
1000, de la Gauchetiere Street West International Wireless Inc.
16th floor
Montreal, Quebec H3B 4W5
Director Bernard Lamarre Canadian Chairman of the Board of Groupe
GROUPE BELLECHASE SANTE INC. Bellechase Sante Inc.
4850 Cedar Crescent
Montreal, Quebec H3W 2H9
</TABLE>
<PAGE> 11
<TABLE>
<S> <C> <C> <C>
Director Pierre Laurin Canadian Executive in residence at Ecoles
ECOLE DES HAUTES ETUDES COMMERCIALES des Hautes Etudes Commerciales
3000 chemin de la Cote St-Catherine
Montreal, Quebec H3T 2A7
Director Monique F. Leroux Canadian Senior Executive Vice-president
QUEBECOR INC. and Chief Operating Officer,
112 St-Jacques Street Quebecor Inc.
13th floor
Montreal, Quebec H3C 4M8
Director Erik Peladeau Canadian Vice-Chairman of the Board of
QUEBECOR INC. Quebecor Inc.
112 St-Jacques Street
6th floor
Montreal, Quebec H3C 4M8
Director John W. Stanton USA Chairman, Chief Executive Officer
VOICESTREAM WIRELESS CORPORATION and Director of VoiceStream
3650 131st Avenue SE Wireless Corporation
Bellevue, Washington 98006 USA
Director Robert R. Stapleton USA President, Chief Operating
VOICESTREAM WIRELESS CORPORATION Officer and Director of
3650 131st Avenue SE VoiceStream Wireless Corporation
Bellevue, Washington 98006 USA
Director Andre Tremblay Canadian President and Chief Executive
MICROCELL TELECOMMUNICATIONS INC. Officer of Microcell
1250 Rene-Levesque Blvd. West Telecommunications Inc.
Suite 400
Montreal, Quebec H3B 4W8
<CAPTION>
POSITION WITH MICROCELL NAME AND BUSINESS CITIZENSHIP PRESENT PRINCIPAL OCCUPATION OR
TELECOMMUNICATIONS INC. ADDRESS EMPLOYMENT INCLUDING THE NAME
(PRINCIPAL BUSINESS) AND ADDRESS
(IF DIFFERENT THAN BUSINESS
ADDRESS) OF EMPLOYER
<S> <C> <C> <C>
II. EXECUTIVE OFFICERS
President and Chief Andre Tremblay Canadian President and Chief Executive
Executive Officer MICROCELL TELECOMMUNICATIONS INC. Officer of Microcell
1250 Rene-Levesque Blvd. West Telecommunications Inc.
Suite 400
Montreal, Quebec H3B 4W8
Chairman of the Board Charles Sirois Canadian Chairman of the Board of Microcell
TELESYSTEM LTD. Telecommunications Inc.; Chairman of the Board
1000, de la Gauchetiere Street West and President of Telesystem Ltd.
25th floor
Montreal, Quebec H3B 4W5
</TABLE>
<PAGE> 12
<TABLE>
<S> <C> <C> <C>
Executive Vice-president, Alain Rheaume Canadian Executive Vice-president,
Chief Financial Officer MICROCELL TELECOMMUNICATIONS INC. Chief Financial Officer and
and Treasurer 1250 Rene-Levesque Blvd. West Treasurer of Microcell
Suite 400 Telecommunications Inc.
Montreal, Quebec H3B 4W8
Executive Vice-president, Jacques Paquin Canadian Executive Vice-president, MIS and
MIS and Chief Information MICROCELL TELECOMMUNICATIONS INC. Chief Information Officer of
Officer 1250 Rene-Levesque Blvd. West Microcell Telecommunications Inc.
Suite 400
Montreal, Quebec H3B 4W8
Vice-president, Legal Michel Cordeau Canadian Vice-president, Legal Affairs and
Affairs and Corporate TELESYSTEM LTD. Corporate Secretary of Microcell
Secretary 1000, de la Gauchetiere Street West Telecommunications Inc.
25th floor
Montreal, Quebec H3B 4W5
</TABLE>
<PAGE> 13
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: November 22, 2000
MICROCELL TELECOMMUNICATIONS INC.
By: /s/ ANDRE TREMBLAY
------------------------------------
Name: Andre Tremblay
Title: President and Chief
Executive Officer
MICROCELL CAPITAL II INC.
By: /s/ ANDRE TREMBLAY
------------------------------------
Name: Andre Tremblay
Title: President
<PAGE> 14
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
7.1 Joint Filing Agreement
