<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
BOBBY ALLISON WIRELESS CORPORATION (f/k/a 2CONNECT EXPRESS INC.)
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(Name of Issuer)
COMMON STOCK, PAR VALUE $0.01 PER SHARE
---------------------------------------
(Title of Class of Securities)
096801 10 5 (f/k/a 901860 10 6)
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(CUSIP Number)
JAMES S. HOLBROOK, JR.
800 SHADES CREEK PARKWAY, SUITE 125
BIRMINGHAM, AL 35209
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
AUGUST 2, 1999
NOVEMBER 19, 1999
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(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 which 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: Schedule filed in paper format should 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 ("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).
<PAGE> 2
SCHEDULE 13D
- ---------------------------- ----------------------------
CUSIP NO. 096801 10 5 PAGE 2 OF 14 PAGES
- ---------------------------- ----------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James S. Holbrook, Jr.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00, PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
N/A [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
49,578
SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
339,976
OWNED BY -------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
49,578
REPORTING -------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
339,976
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
James S. Holbrook, Jr. beneficially owns 8 shares of Series
B Preferred Stock (4 through a general partnership) convertible into
33,328 shares of Common Stock, 2 shares of Series C Preferred Stock
convertible into 5,000 shares of Common Stock and a warrant to
purchase 11,250 shares of Common Stock at $10.00 per share, which
assuming conversion of all of the convertible preferred stock and the
exercise of this warrant constitutes approximately 5.75% of the total
outstanding shares of Common Stock. Sterne, Agee & Leach Group, Inc.
beneficially owns 24 shares of Series B Preferred Stock (4 through a
general partnership) convertible into 99,984 shares of Common Stock
and a warrant to purchase 22,500 shares of Common Stock at $10.00 per
share which, assuming conversion of all of the convertible preferred
stock and the exercise of this warrant constitutes approximately 14%
of the outstanding shares of Common Stock. Sterne, Agee and Leach,
Inc. beneficially owns 30,000 shares of Common Stock and 2 shares of
Series C Preferred Stock convertible into 5,000 shares of Common
Stock which, assuming conversion of all convertible preferred stock,
constitutes approximately 4.1% of the total outstanding shares of
Common Stock. The Trust Company of Sterne, Agee and Leach, Inc.
beneficially owns as trustee of a trust for the benefit of Sterne,
Agee and Leach, Inc. or its assigns 100,000 shares of Common Stock
which has been committed to be distributed to independent third
parties pursuant to a Memorandum of Understanding in accordance with
the exemption from registration contained in Section 3(a)(10) of the
Securities Act of 1933, as amended, which assuming conversion of all
of the convertible preferred stock, represents approximately 11.7% of
the outstanding shares of Common Stock, and, as co-trustee of a trust
benefitting the adult and independent children of James S. Holbrook,
Jr., 4 shares of Series B Preferred Stock convertible into 16,664
shares of Common Stock, 2 shares of Series C Preferred Stock
convertible into 5,000 shares of Common Stock, and a warrant to
purchase 11,250 shares of Common Stock at $10.00 per share which,
assuming conversion of all of the convertible preferred stock and the
warrant, constitutes approximately 3.8% of the outstanding shares of
Common Stock.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
38%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 3
SCHEDULE 13D
- ---------------------------- ----------------------------
CUSIP NO. 096801 10 5 PAGE 3 OF 14 PAGES
- ---------------------------- ----------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sterne, Agee & Leach Group, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00, PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
N/A [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
105,820
SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
290,398
OWNED BY -------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
105,820
REPORTING -------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
290,398
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Sterne, Agee & Leach Group, Inc. beneficially owns 24
shares of Series B Preferred Stock (4 through a general partnership)
convertible into 99,984 shares of Common Stock and a warrant to
purchase 22,500 shares of Common Stock at $10.00 per share which,
assuming conversion of all of the convertible preferred stock and the
exercise of this warrant constitutes approximately 14% of the
outstanding shares of Common Stock. Sterne, Agee and Leach, Inc.
beneficially owns 30,000 shares of Common Stock and 2 shares of
Series C Preferred Stock convertible into 5,000 shares of Common
Stock which, assuming conversion of all convertible preferred stock,
constitutes approximately 4.1% of the total outstanding shares of
Common Stock. The Trust Company of Sterne, Agee and Leach, Inc.
beneficially owns as trustee of a trust for the benefit of Sterne,
Agee and Leach, Inc. or its assigns 100,000 shares of Common Stock
which has been committed to be distributed to independent third
parties pursuant to a Memorandum of Understanding in accordance with
the exemption from registration contained in Section 3(a)(10) of the
Securities Act of 1933, as amended, which assuming conversion of all
of the convertible preferred stock, represents approximately 11.7% of
the outstanding shares of Common Stock, and, as co-trustee of a trust
benefitting the adult and independent children of James S. Holbrook,
Jr., 4 shares of Series B Preferred Stock convertible into 16,664
shares of Common Stock, 2 shares of Series C Preferred Stock
convertible into 5,000 shares of Common Stock, and a warrant to
purchase 11,250 shares of Common Stock at $10.00 per share which,
assuming conversion of all of the convertible preferred stock and the
warrant, constitutes approximately 3.8% of the outstanding shares of
Common Stock.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 4
SCHEDULE 13D
- ---------------------------- ----------------------------
CUSIP NO. 096801 10 5 PAGE 4 OF 14 PAGES
- ---------------------------- ----------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sterne, Agee & Leach, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
N/A [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
35,000
SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
290,398
OWNED BY -------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
35,000
REPORTING -------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
290,398
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Sterne, Agee & Leach Group, Inc. beneficially owns 24
shares of Series B Preferred Stock (4 through a general partnership)
convertible into 99,984 shares of Common Stock and a warrant to
purchase 22,500 shares of Common Stock at $10.00 per share which,
assuming conversion of all of the convertible preferred stock and the
exercise of this warrant constitutes approximately 14% of the
outstanding shares of Common Stock. Sterne, Agee and Leach, Inc.
beneficially owns 30,000 shares of Common Stock and 2 shares of
Series C Preferred Stock convertible into 5,000 shares of Common
Stock which, assuming conversion of all convertible preferred stock,
constitutes approximately 4.1% of the total outstanding shares of
Common Stock. The Trust Company of Sterne, Agee and Leach, Inc.
beneficially owns as trustee of a trust for the benefit of Sterne,
Agee and Leach, Inc. or its assigns 100,000 shares of Common Stock
which has been committed to be distributed to independent third
parties pursuant to a Memorandum of Understanding in accordance with
the exemption from registration contained in Section 3(a)(10) of the
Securities Act of 1933, as amended, which assuming conversion of all
of the convertible preferred stock, represents approximately 11.7% of
the outstanding shares of Common Stock, and, as co-trustee of a trust
benefitting the adult and independent children of James S. Holbrook,
Jr., 4 shares of Series B Preferred Stock convertible into 16,664
shares of Common Stock, 2 shares of Series C Preferred Stock
convertible into 5,000 shares of Common Stock, and a warrant to
purchase 11,250 shares of Common Stock at $10.00 per share which,
assuming conversion of all of the convertible preferred stock and the
warrant, constitutes approximately 3.8% of the outstanding shares of
Common Stock.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 5
SCHEDULE 13D
- ---------------------------- ----------------------------
CUSIP NO. 096801 10 5 PAGE 5 OF 14 PAGES
- ---------------------------- ----------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Trust Company of Sterne, Agee & Leach, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ] (B) [X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO, PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
N/A [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Alabama, United States of America
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NUMBER OF 7 SOLE VOTING POWER
100,000
SHARES -------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
290,398
OWNED BY -------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
100,000
REPORTING -------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
290,398
WITH
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Sterne, Agee & Leach Group, Inc. beneficially owns 24
shares of Series B Preferred Stock (4 through a general partnership)
convertible into 99,984 shares of Common Stock and a warrant to
purchase 22,500 shares of Common Stock at $10.00 per share which,
assuming conversion of all of the convertible preferred stock and the
exercise of this warrant constitutes approximately 14% of the
outstanding shares of Common Stock. Sterne, Agee and Leach, Inc.
beneficially owns 30,000 shares of Common Stock and 2 shares of
Series C Preferred Stock convertible into 5,000 shares of Common
Stock which, assuming conversion of all convertible preferred stock,
constitutes approximately 4.1% of the total outstanding shares of
Common Stock. The Trust Company of Sterne, Agee and Leach, Inc.
beneficially owns as trustee of a trust for the benefit of Sterne,
Agee and Leach, Inc. or its assigns 100,000 shares of Common Stock
which has been committed to be distributed to independent third
parties pursuant to a Memorandum of Understanding in accordance with
the exemption from registration contained in Section 3(a)(10) of the
Securities Act of 1933, as amended, which assuming conversion of all
of the convertible preferred stock, represents approximately 11.7% of
the outstanding shares of Common Stock, and as co-trustee of a trust
benefitting the adult and independent children of James S. Holbrook,
Jr., 4 shares of Series B Preferred Stock convertible into 16,664
shares of Common Stock, 2 shares of Series C Preferred Stock
convertible into 5,000 shares of Common Stock, and a warrant to
purchase 11,250 shares of Common Stock at $10.00 per share which,
assuming conversion of all of the convertible preferred stock and the
warrant, constitutes approximately 3.8% of the outstanding shares of
Common Stock.
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDING BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE> 6
CUSIP No. 901860 10 6 Page 6 of 14 Pages
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to shares of Common Stock, par value $0.01
per share ("Common Stock"), of Bobby Allison Wireless Corporation f/k/a 2Connect
Express, Inc., a Florida corporation (the "Company"). The principal executive
offices of the Company are located at 2055 Lake Avenue, S.E., Suite A, Largo,
Florida 33771.
ITEM 2. IDENTITY AND BACKGROUND.
(a) and (f) This Schedule 13D is filed by each of James S. Holbrook,
Jr., an individual and citizen of the United States of America ("Holbrook"),
Sterne, Agee & Leach Group, Inc., a Delaware corporation ("SAL Group"), Sterne,
Agee & Leach, Inc., a Delaware corporation ("SALI") and The Trust Company of
Sterne, Agee & Leach, Inc., an Alabama trust corporation (the "Trust Company").
All of the executive officers and directors of SAL Group, SALI and the Trust
Company listed in (c) (iii) below are citizens of the United States of America.
Holbrook (i) is the President and CEO of SAL Group; (ii) is the
Chairman of the Board, President and Chief Executive Officer of SALI; and (iii)
is the Chairman of the Board of the Trust Company. SAL Group is the parent of
each SALI and the Trust Company.
(b) (i) The business address of each of Holbrook, SAL Group, SALI and
the Trust Company is:
800 Shades Creek Parkway
Suite 125
Birmingham, Alabama 35209
(ii) Unless otherwise indicated in paragraph (c) (iii) of this
Item 2, the business address of each person listed in paragraph (c) (iii) of
this Item 2 is:
800 Shades Creek Parkway
Suite 125
Birmingham, Al 35209
(c) (i) Holbrook is the President and CEO of SAL Group, the Chairman of
the Board of Directors, President and Chief Executive Officer of SALI and the
Chairman of the Board of Directors of the Trust Company. Holbrook is also a
director of the Company.
(ii) The principal business of SAL Group is that of a holding
corporation. SALI and the Trust Company are wholly-owned subsidiaries of SAL
Group. The principal business of SALI is that of a registered broker-dealer
registered under the Securities Exchange Act of 1934, as amended. The principal
business of the Trust Company is the provision of trust services including
fiduciary powers chartered under the banking laws of the State of Alabama.
<PAGE> 7
CUSIP No. 901860 10 6 Page 7 of 14 Pages
(iii) The following table sets forth the name and the principal
occupation or employment of each director and executive officer (except Holbrook
(see paragraph (c) (i) of this Item 2)) of SAL Group, SALI and the Trust
Company:
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
- ---- ------------------------------------------
<S> <C>
Henry S. Lynn (1) (2) (3) (4).................................Chairman of the Board of SAL Group
Will Hill Tankersley (1) (5)..................................Vice Chairman of the Board of SAL Group
F. Eugene Woodham (2) (3) ....................................Secretary, Treasurer & CEO of SAL
Group and SALI and Secretary Treasurer
of the Trust Company
William W. Keith (3)..........................................President of the Trust Company
A. Fox deFuniak, III (3)......................................Chief Operating Officer of the Trust Company
Craig Barrow, III (1) (6).....................................Managing Director of SALI
Charles D. Carlise (1) (4)....................................Managing Director of SALI
Linda M. Daniel (1) (2).......................................Managing Director of SALI
R. Andrew Garrett (2) (7).....................................Managing Director of SALI
Craig R. Heyward (2).......(7)................................Managing Director of SALI
Robert L. Lanford (2) (8).....................................Managing Director of SALI
Alonzo H Lee, Jr. (1) (2) (4).................................Managing Director of SALI
Joe R. Roberts, Jr. (1) (8)...................................Managing Director of SALI
William Lee Smith (2).........................................Managing Director of SALI
Charles R. White (2)(9).......................................Managing Director of SALI
</TABLE>
- ------------
(1) Director of SAL Group
(2) Director of SALI
(3) Director of the Trust Company
(4) Messrs. Lynn, Carlise and Lee's business address is 1901 Sixth Avenue
North, Suite 2100, Birmingham, Alabama 35203. Messrs. Lynn and Lee each
received pursuant to the Merger Agreement (as defined in Item 3 below)
2 shares of Series B Preferred Stock, each share of which is
convertible into 4,166 shares (or, in the aggregate, 16,664 shares) of
Common Stock.
(5) Mr. Tankersley's address is 60 Commerce Street, Suite 707, Montgomery,
Alabama 36104.
(6) Mr. Barrow's business address is 33 Bull Street, Suite 100, Savannah,
Georgia 31401.
(7) Mr. Garrett's address is 950 East Paces Ferry Road, Suite 1475,
Atlanta, Georgia 30326.
Mr. Garrett purchased 1 share of Series C Preferred Stock for and in
consideration of the payment to the Company of $25,000 in cash and
which share is convertible into 2,500 shares of Common Stock.
(8) Messrs. Lanford and Robert's business address is 105 West Capital
Avenue, Suite 101, Little Rock, Arkansas 72201.
<PAGE> 8
CUSIP No. 901860 10 6 Page 8 of 14 Pages
(9) Mr. White received pursuant to the Merger Agreement (as defined in Item
3 below) 2 shares of Series B Preferred Stock, each share of which is
convertible into 4,166 shares (or, in the aggregate, 8,332 shares) of
Common Stock.
(d) and (e) During the last five years, neither Holbrook nor any of the
executive officers of SAL Group, SALI or the Trust Company (i) has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) was 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
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
SALI was issued 30,000 shares of Common Stock on October 27, 1998 in
lieu of a New Value Contribution of $175,000 pursuant to the terms of that
certain Agreement by and between SALI and the Company dated August 27, 1998
which was approved by the U. S. Bankruptcy Court, Southern District of Florida
on the same date.
Effective December 31, 1998, pursuant to that Merger Agreement dated as
of May 1, 1998, as amended October 27, 1998, by and among the Company, 2Connect
Acquisition Corp., Bobby Allison Cellular Systems of Florida, Inc.("Bobby
Allison"), Robert L. McGinnis and James L. Ralph (the "Merger Agreement"), the
shares of Series B Convertible Preferred Stock of Bobby Allison owned by
Holbrook, SAL Group and the Trust Company were automatically converted into the
same number of shares of Series B Convertible Preferred Stock, par value $1.00
per share ("Series B Preferred Stock"), of the Company upon consummation of the
transactions contemplated by the Merger Agreement. The Company also issued
shares of Series B Preferred Stock pursuant to the Merger Agreement to two of
the persons listed in Item 2 (c) (iii) above as disclosed therein and
incorporated herein by reference.
On December 28, 1999, in accordance with the provision of that certain
Merger Agreement dated May 1, 1998, as amended October 26, 1998, by and between
the Company, its subsidiary, Bobby Allison Wireless, Inc., and Bobby Allison
Cellular Systems of Florida, Inc., the Company issued to the Trust Company as
trustee for a trust for the benefit of SALI or its assigns, 100,000 shares of
Common Stock for payment of $5,000 in cash, satisfaction of the indemnification
provision of that certain Underwriting Agreement by and between the Company and
SALI dated May 9, 1997, and other past services and expenses of SALI for the
benefit of the Company. SALI has since committed to distribute these 100,000
shares of Common Stock to independent third parties pursuant to a Memorandum of
Understanding and in accordance with the exemption from registration contained
in Section 3(a)(10) of the Securities Act of 1933, as amended.
Each share of Series B Preferred Stock is exchangeable into 4,166
shares of Common Stock at anytime. The Series B Preferred Stock is generally
non-voting except for certain major corporate actions; however, the Series B
Preferred Stock becomes fully voting if the Company defers the dividend or
otherwise defaults on any obligation to the holder of Series B Preferred Stock.
<PAGE> 9
CUSIP No. 901860 10 6 Page 9 of 14 Pages
Effective August 2, 1999, Holbrook and SALI each purchased 2 shares of
the Company's Series C Convertible Preferred Stock, par value $1.00 per share
("Series C Preferred Stock"), for and in consideration of $25,000 per share in
cash. The Trust Company also purchased 2 shares of Series C Preferred Stock as
trustee of a trust for the benefit of Holbrook's independent adult children, for
and in consideration of $25,000 per share in cash. Each share of Series C
Preferred Stock is exchangeable into 2,500 shares of Common Stock at anytime.
The Series C Preferred Stock is generally non-voting except for certain major
corporate actions; however, the Series C Preferred Stock becomes fully voting if
the Company defers the dividend or otherwise defaults on any obligation to the
holder of Series C Preferred Stock. The Company also issued one share of Series
C Preferred Stock for $25,000 cash to one of the person listed in Item
2(c)(iii) above as disclosed therein and incorporated herein by reference.
Effective November 19, 1999, SAL Group, Holbrook and the trust of which
the Trust Company is a co-trustee benefitting Holbrook's independent adult
children, unconditionally guaranteed $500,000, $250,000 and $250,000,
respectively, of a $1,000,000 loan made to the Company by Colonial Bank in
return for warrants to purchase 22,500, 11,250 and 11,250 shares, respectively,
of Common Stock for $10.00 per share. Furthermore, in the event that they are
required to make payment against the guaranties, then they each have an option,
separate and apart from the warrants, to convert such payment on the guaranty
into shares of Common Stock at a price of $10.00 per share. In the event that
the loan is either (i) repaid by the Company or (ii) SAL Group, Holbrook and the
trust of which the Trust Company is co-trustee are otherwise released from the
guaranties, then such option shall expire but the warrants shall continue to
exist until exercised or their expiration at the end of four years.
ITEM 4. PURPOSE OF TRANSACTION.
Holbrook, SAL Group, SALI and each applicable officer and director
listed in (c) (iii) above each intend to hold such securities for investment
purposes. The Trust Company holds it securities of the Company in its capacity
as a fiduciary for the benefits of others. The Trust Company, as trustee of a
trust for the benefit of SALI or its assigns, holds 100,000 shares of Common
Stock as to which SALI has committed to distribute to independent third parties
pursuant to a Memorandum of Understanding to be approved by the court and issued
in accordance with Section 3(a)(10) of the Securities Act of 1933, as amended.
The Trust Company further holds for investment purposes 4 shares of Series B
Preferred Stock convertible into 16,664 shares of Common Stock, 2 shares of
Series C Preferred Stock convertible into 5,000 shares of Common Stock and a
warrant exercisable into 11,250 shares of Common Stock at $10.00 per share as a
co-trustee of a trust for the benefit of Holbrook's adult children none of whom
are living in the same household or dependent upon Holbrook for support.
Neither Holbrook, SAL Group, SALI, the Trust Company nor any of their
officers or directors listed in (c) (iii) above have any current plans or
proposals which relate to or would result in the types of transactions set forth
in paragraphs (a) through (j) of the instructions for this Item 4 except that
SALI has recently committed to distribute such 100,000 shares of Common Stock to
<PAGE> 10
CUSIP No. 901860 10 6 Page 10 of 14 Pages
independent third parties pursuant to a Memorandum of Understanding to be
approved by the court and issued in accordance with Section 3(a)(10) of the
Securities Act of 1933, as amended.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (i) Holbrook beneficially owns 8 (4 through a general partnership)
shares of Series B Preferred Stock convertible into 33,328 shares of Common
Stock, 2 shares of Series C Preferred Stock convertible into 5,000 shares of
Common Stock and a warrant to purchase 11,250 shares of Common Stock at $10.00
per share, which assuming conversion of all of the convertible preferred stock
and the exercise of this warrant constitutes approximately 5.75% of the total
outstanding shares of Common Stock. SAL Group beneficially owns 24 shares of
Series B Preferred Stock (4 through a general partnership) convertible into
99,984 shares of Common Stock and a warrant to purchase 22,500 shares of Common
Stock at $10.00 per share which, assuming conversion of all of the convertible
preferred stock and the exercise of this warrant constitutes approximately 14%
of the outstanding shares of Common Stock. SALI beneficially owns 30,000 shares
of Common Stock and 2 shares of Series C Preferred Stock convertible into 5,000
shares of Common Stock which, assuming conversion of all convertible preferred
stock, constitutes approximately 4.1% of the total outstanding shares of Common
Stock. The Trust Company beneficially owns as trustee for the benefit of SALI or
its assigns 100,000 shares of Common Stock which has been committed to be
distributed to independent third parties pursuant to a Memorandum of
Understanding in accordance with the exemption from registration contained in
Section 3(a)(10) of the Securities Act of 1933, as amended, which assuming
conversion of all of the convertible preferred stock, represents approximately
11.7% of the outstanding shares of Common Stock, and, as co-trustee for a trust
benefitting the adult and independent children of Holbrook, 4 shares of Series B
Preferred Stock convertible into 16,664 shares of Common Stock, 2 shares of
Series C Preferred Stock convertible into 5,000 shares of Common Stock, and a
warrant to purchase 11,250 shares of Common Stock at $10.00 per share which,
assuming conversion of all of the convertible preferred stock and the warrant,
constitutes approximately 3.8% of the outstanding shares of Common Stock.
By virtue of his position as President and CEO of SAL Group, his
position as Chairman of the Board, President and CEO of SALI, his position as
Chairman of the Board of the Trust Company and the fact that SALI and the Trust
Company are wholly-owned subsidiaries of SAL Group, Holbrook may be deemed to
share beneficial ownership of each of the securities owned thereby. Furthermore,
SAL Group, as the parent of SALI and the Trust Company may be deemed to
beneficially own each of the securities owned by SALI and the Trust Company.
Finally, SALI and the Trust Company as affiliates under common control may be
deemed to beneficially own the securities of the Company owned by each other.
However, as stated above, the 100,000 shares held by the Trust Company as
trustee of a trust for SALI or its assigns have been committed to be distributed
to independent third parties pursuant to a Memorandum of Understanding in
accordance with the exemption from registration contained in Section 3(a)(10) of
the Securities Act of 1933, as amended, and the remainder is held as co-trustee
of a trust for the benefit of Holbrook's adult children none of whom are living
in same household or dependant upon Holbrook for support. Consequently, Holbrook
disclaims beneficial ownership of all of the interests directly owned by SAL
Group, SALI
<PAGE> 11
CUSIP No. 901860 10 6 Page 11 of 14 Pages
or the Trust Company. Furthermore, SAL Group disclaims beneficial ownership of
all interests in the Company held in trust by the Trust Company. The Trust
Company and SALI disclaim beneficial ownership of all securities held by each
other and by SAL Group.
(ii) The beneficial ownership of the officers and directors of SAL
Group, SALI and the Trust Company (other than Holbrook) in the Company is
disclosed in Item 2(c)(iii) above and is incorporated herein by reference.
(b) (i) Holbrook has the sole power to vote, direct the vote, dispose
and direct the disposition of 8 shares (4 through a general partnership) of
Series B Preferred Stock convertible into 33,328 shares of Common Stock, 2
shares of Series C Preferred Stock convertible into 5,000 shares of Common Stock
and a warrant to purchase 11,250 shares of Common Stock at $10.00 per share,
which assuming conversion of all of the convertible preferred stock and the
exercise of this warrant constitutes approximately 5.75% of the total
outstanding shares of Common Stock. SAL Group has the sole power to vote, direct
the vote, dispose and direct the disposition of 24 shares of Series B Preferred
Stock (4 through a general partnership) convertible into 99,984 shares of Common
Stock and a warrant to purchase 22,500 shares of Common Stock at $10.00 per
share which, assuming conversion of all of the convertible preferred stock and
the exercise of this warrant constitutes approximately 14% of the outstanding
shares of Common Stock. SALI has the sole power to vote, direct the vote,
dispose and direct the disposition of 30,000 shares of Common Stock and 2 shares
of Series C Preferred Stock convertible into 5,000 shares of Common Stock which,
assuming conversion of all convertible preferred stock, constitutes
approximately 4.1% of the total outstanding shares of Common Stock. The Trust
Company, as trustee of a trust for the benefit of SALI or its assigns, has the
sole power to vote, direct the vote, dispose and direct the disposition of
100,000 shares of Common Stock which has been committed to be distributed to
independent third parties pursuant to a Memorandum of Understanding in
accordance with the exemption from registration contained in Section 3(a)(10) of
the Securities Act of 1933, as amended, which assuming conversion of all of the
convertible preferred stock, represents approximately 11.7% of the outstanding
shares of Common Stock, and further shares the power to vote, direct the vote,
dispose and direct the disposition, as co-trustee of a trust for the benefit of
the adult and independent children of Holbrook, of 4 shares of Series B
Preferred Stock convertible into 16,664 shares of Common Stock, 2 shares of
Series C Preferred Stock convertible into 5,000 shares of Common Stock, and a
warrant to purchase 11,250 shares of Common Stock at $10.00 per share which,
assuming conversion of all of the convertible preferred stock and the warrant,
constitutes approximately 3.8% of the outstanding shares of Common Stock.
By virtue of his position as President and CEO of SAL Group, his
position as Chairman of the Board, President and CEO of SALI, his position as
Chairman of the Board of the Trust Company and the fact that SALI and the Trust
Company are wholly-owned subsidiaries of SAL Group, Holbrook may be deemed to
share the power to vote, direct the vote, dispose and direct the disposition of
the each of the securities owned thereby. Furthermore, SAL Group, as the parent
of SALI and the Trust Company may be deemed to share the power to vote, direct
the vote, dispose and direct the disposition of each of the securities owned by
SALI and the Trust Company. Finally, SALI
<PAGE> 12
CUSIP No. 901860 10 6 Page 12 of 14 Pages
and the Trust Company as affiliates under common control may be deemed to share
the power to vote, direct the vote, dispose and direct the disposition of the
securities owned by each other. However, as stated above, the 100,000 shares
held by the Trust Company as trustee of a trust for SALI or its assigns have
been committed to be distributed to independent third parties pursuant to a
Memorandum of Understanding in accordance with the exemption from registration
contained in Section 3(a)(10) of the Securities Act of 1933, as amended, and the
remainder is held as co-trustee of a trust for the benefit of Holbrook's adult
children none of whom are living in the same household or dependant upon
Holbrook for support.
(ii) Each of the officers and directors of SAL Group, SALI and the
Trust Company (other than Holbrook) who have the sole or shared power to vote,
direct the vote, dispose of, or direct the disposition of securities of the
Company are disclosed in Item 2(c)(iii) above and are incorporated herein by
reference. William W. Keith, however, as President of the Trust Company, may be
deemed to have the power to vote, direct the vote, dispose of, or direct the
disposition of such securities for which the Trust Company has such power as
disclosed in subparagraph (i) above.
(c) Effective August 2, 1999, Holbrook and SALI each purchased 2 shares
of the Company's Series C Convertible Preferred Stock, par value $1.00 per share
("Series C Preferred Stock"), for and in consideration of $25,000 per share in
cash. The Trust Company also purchased 2 shares of Series C Preferred Stock as
trustee of a trust for the benefit of Holbrook's independent adult children, for
and in consideration of $25,000 per share in cash. Each share of Series C
Preferred Stock is exchangeable into 2,500 shares of Common Stock at anytime.
The Series C Preferred Stock is generally non-voting except for certain major
corporate actions; however, the Series C Preferred Stock becomes fully voting if
the Company defers the dividend or otherwise defaults on any obligation to the
holder of Series C Preferred Stock. Furthermore, one of the persons identified
in Item 2(c)(ii) above purchased one share of Series C Preferred Stock for
$25,000 in cash.
Effective November 19, 1999, SAL Group, Holbrook and the trust of which
the Trust Company is a co-trustee benefitting Holbrook's independent adult
children, unconditionally guaranteed $500,000, $250,000 and $250,000,
respectively, of a $1,000,000 loan made to the Company by Colonial Bank in
return for warrants to purchase 22,500, 11,250 and 11,250 shares, respectively,
of Common Stock for $10.00 per share. Furthermore, in the event that they are
required to make payment against the guaranties, then they each have an option,
separate and apart from the warrants, to convert such payment on the guaranty
into shares of Common Stock at a price of $10.00 per share. In the event that
the loan is either (i) repaid by the Company or (ii) SAL Group, Holbrook and the
trust of which the Trust Company is co-trustee are otherwise released from the
guaranties, then such option shall expire but the warrants shall continue to
exist until exercised or their expiration at the end of four years.
(d) Not applicable
(e) Not applicable
<PAGE> 13
CUSIP No. 901860 10 6 Page 13 of 14 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Effective November 19, 1999, SAL Group, Holbrook and the trust of which
the Trust Company is a co-trustee benefitting Holbrook's independent adult
children, unconditionally guaranteed $500,000, $250,000 and $250,000,
respectively, of a $1,000,000 loan made to the Company by Colonial Bank in
return for warrants to purchase 22,500, 11,250 and 11,250 shares, respectively,
of Common Stock for $10.00 per share. Furthermore, in the event that they are
required to make payment against the guaranties, then they each have an option,
separate and apart from the warrants, to convert such payment on the guaranty
into shares of Common Stock at a price of $10.00 per share. In the event that
the loan is either (i) repaid by the Company or (ii) SAL Group, Holbrook and the
trust of which the Trust Company is co-trustee are otherwise released from the
guaranties, then such option shall expire but the warrants shall continue to
exist until exercised or their expiration at the end of four years. A copy of
the form of warrant and the form of option agreement have been attached hereto
as Exhibits A and B and are incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A. Form of Warrant Agreement
Exhibit B. Form of Option Agreement
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
/s/ James S. Holbrook, Jr.
-------------------------------------
Name: James S. Holbrook, Jr.
Dated: December 1, 1999
<PAGE> 14
CUSIP No. 901860 10 6 Page 14 of 14 Pages
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
Sterne, Agee and Leach Group, Inc
/s/ James S. Holbrook, Jr.
-------------------------------
Name: James S. Holbrook, Jr.
Title: President and CEO
Dated: December 1, 1999
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct
Sterne, Agee and Leach Group, Inc
/s/ James S. Holbrook, Jr.
----------------------------------
Name: James S. Holbrook, Jr.
Title: Chairman, President and CEO
Dated: December 1, 1999
SIGNATURE
After reasonable inquiry and to the best of his or its knowledge and
belief, the undersigned certifies that the information set forth in this
Schedule 13D is true, complete and correct.
The Trust Company of Sterne, Agee &
Leach, Inc.
/s/ William W. Keith
----------------------------------------
Name: William W. Keith
Title: President
Dated: December 1, 1999
<PAGE> 15
EXHIBIT A
COMMON STOCK PURCHASE WARRANT CERTIFICATE
OF
BOBBY ALLISON WIRELESS CORPORATION
THE WARRANTS REPRESENTED BY THIS CERTIFICATE AND THE OTHER SECURITIES ISSUABLE
UPON EXERCISE THEREOF MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO (i) AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, (ii) TO THE
EXTENT APPLICABLE, RULE 144 UNDER SUCH ACT (OR ANY SIMILAR RULE UNDER SUCH ACT
RELATING TO THE DISPOSITION OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF
SUCH OPINION SHALL BE REASONABLY SATISFACTORY TO COUNSEL FOR THE ISSUER, THAT AN
EXEMPTION FROM REGISTRATION UNDER SUCH ACT IS AVAILABLE.
EXERCISABLE AT ANY TIME DURING A PERIOD OF FOUR YEARS
COMMENCING WITH THE DATE OF ISSUANCE AND ENDING
ON NOVEMBER ___, 2003
NO. CW-1
This Warrant Certificate certifies that _________________ or its
registered assigns, is the registered holder ("Holder") of this Warrant
Certificate of Bobby Allison Wireless Corporation, a Florida corporation (the
"Company"). The Warrant Certificate grants warrants (the "Warrants") to the
Holder that permits the Holder hereof to purchase ________________________
(__________) shares ("Warrant Securities") of common stock, par value $0.01 per
share ("Common Stock"), at an exercise price ("Exercise Price") of United States
Ten Dollars ($10.00) per share of Common Stock, the Warrant Securities and
Exercise Price of which shall be subject to adjustment, if applicable, in
certain events as described below and provided; however, that the number of
Warrant Securities shall be reduced below ________ shares of Common Stock by
subtracting from ___________ that number of shares of Common Stock equal to the
product of the following formula: $__________ minus ___________ of the amount of
dollars received from the sale of Series C Convertible Preferred Stock as of
December 31, 1999 divided by 10 multiplied by .05.
The Warrants evidenced by this Warrant Certificate shall be exercisable
at any time for a period of four (4) years commencing with the date of issuance
and ending at 5:00 p.m. Central Time on November __, 2003. Any exercise of
Warrants shall be effected by surrender of this Warrant Certificate and payment
of the Exercise Price at an office or agency of the Company. Payment of the
Exercise Price shall be made by wire transfer, certified check or official bank
check in New York Clearing House funds payable to the order of the Company.
The Company shall at all times reserve and keep available out of its
authorized and unissued Common Stock, solely for the purpose of providing for
the exercise of the Warrants, such number of shares of Common Stock as shall,
from time to time, be sufficient therefor. The Company represents that all
shares of Common Stock issuable upon exercise of this Warrant are duly
authorized and, upon receipt by the Company of the full payment of the Exercise
Price, will be validly issued, fully paid, and nonassessable, without any
personal liability attaching to the ownership thereof and will not be issued in
violation of any preemptive or similar rights of shareholders.
In case the Company shall (a) pay a dividend or make a distribution in
shares of its capital stock (whether shares of Common Stock or of capital stock
of any other class), (b) subdivide its outstanding shares of Common Stock into a
greater number of shares, (c) combine its outstanding shares of Common Stock
into a smaller number of shares, or (d) issue by reclassification of its shares
of Common Stock any shares of capital stock of the Company; then, and in each
such case, the per share Exercise Price and the number of Warrant Securities in
effect immediately prior to such action shall be adjusted so that the Holder of
this Warrant Certificate thereafter upon the exercise hereof shall be entitled
to receive the number and kind of shares of the Company which such Holder would
have owned immediately following such action had the Warrants been exercised
immediately prior thereto. An adjustment made pursuant to this Section shall
become effective immediately after the record date in the case of a dividend or
distribution and shall become effective immediately after the effective date in
the case of a subdivision, combination or reclassification. If, as a result of
an adjustment made pursuant to this Section,
1
<PAGE> 16
the Holder of this Warrant shall become entitled to receive shares of two or
more classes of capital stock of the Company, the Board of Directors of the
Company (whose determination shall be conclusive) shall determine the allocation
of the adjusted Exercise Price between or among shares of such class of capital
stock.
Immediately upon any adjustment of the Exercise Price, the Company
shall send written notice thereof to the Holder of this Warrant Certificate (by
first class mail, postage prepaid), which notice shall state the Exercise Price
resulting from such adjustment, if any, and any increase or decrease in the
number of Warrant Securities to be acquired upon exercise of the Warrants,
setting forth in reasonable detail the method of calculation and the facts upon
which such calculation is based.
In case of any reorganization of the Company or consolidation of the
Company with, or merger of the Company with, or merger of the Company into,
another corporation (other than a consolidation or merger which does not result
in any reclassification or change of the outstanding Common Stock), the
corporation formed by such consolidation or merger shall execute and deliver to
the Holder a supplemental warrant providing that the Holder of each warrant then
outstanding or to be outstanding shall have the right thereafter (until the
expiration of such warrant) to receive, upon exercise of such warrant, the kind
and amount of shares of stock and other securities and property as receivable
upon such consolidation or merger by Holder of the number of shares of Warrant
Securities of the Company for which such warrant might have been exercised
immediately prior to such reorganization, consolidation, merger, conveyance,
sale or transfer. Such supplemental Warrant shall provide for adjustments which
shall be identical to the adjustments provided herein and other rights as
provided in this Warrant Certificate. The Company shall not effect any such
consolidation, merger, or similar transaction as contemplated by this paragraph,
unless prior to or simultaneously with the consummation thereof, the successor
corporation (if other than the Company) resulting from such consolidation or
merger or the corporation purchasing, receiving, or leasing such assets or other
appropriate corporation or entity shall assume, by written instrument executed
and delivered to the Holder, the obligation to deliver to the Holder, such
shares of stock, securities, or assets as, in accordance with the foregoing
provisions, such Holder may be entitled to purchase, and to perform the other
obligations of the Company. The above provisions shall similarly apply to
successive consolidations or successively whenever any event listed above shall
occur.
In the event that the Company shall at any time prior to the exercise
of all of the Warrants distribute to its shareholders any assets, property,
rights, evidences of indebtedness, securities (other than a distribution made as
a cash dividend payable out of earnings or out of any earned surplus legally
available for dividends under the laws of the jurisdiction of incorporation of
the Company), whether issued by the Company or by another, the Holder of the
unexercised Warrants shall thereafter be entitled, in addition to the shares of
Warrant Securities or other securities and property receivable upon the exercise
thereof, to receive, upon the exercise of such Warrants, the same property,
assets, rights, evidences of indebtedness, securities or any other thing of
value that they would have been entitled to receive at the time of such
distribution as if the Warrants had been exercised immediately prior to such
distribution. At the time of any such distribution, the Company shall make
appropriate reserves to ensure the timely performance of the provisions of this
subsection or an adjustment to the Exercise Price, which shall be effective as
of the day following the record date for such distribution.
Upon due presentment for registration or transfer of this Warrant
Certificate at an office or agency of the Company, a new Warrant Certificate or
Warrant Certificates of like tenor and evidencing in the aggregate a like number
of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate without any charge except for any tax or other governmental charge
imposed in connection with such transfer.
Upon the exercise of less than all of the Warrants evidenced by this
Warrant Certificate, the Company shall forthwith issue to the Holder hereof a
new Warrant Certificate representing such number of unexercised Warrants.
The Company may deem and treat the registered Holder(s) hereof as the
absolute owner(s) of this Warrant Certificate (notwithstanding any notation of
ownership or other writing hereon made by anyone), for the purpose of any
exercise hereof, and of any distribution to the Holder(s) hereof, and for all
other purposes, and the Company shall not be affected by any notice to the
contrary.
Nothing contained in this Warrant Certificate shall be construed as
conferring upon the Holder of the Warrants the right to vote or to consent or to
receive notice as a shareholder in respect of any meetings of shareholders for
the election of directors or any other matter, or as having any rights
whatsoever as a shareholder of the Company. If, however, at any time prior to
the expiration of the Warrants and their exercise, any of the following events
shall occur:
2
<PAGE> 17
(a) the Company shall take a record of the holders of its
shares of Common Stock for the purpose of entitling then to receive a
dividend or distribution payable otherwise than in cash, or a cash
dividend or distribution payable otherwise than out of current or
retained earnings, as indicated by the accounting treatment of such
dividend or distribution in the books of the Company; or
(b) the Company shall offer to all the holders of its Common
Stock any additional shares of capital stock of the Company or
securities convertible into or exchangeable for shares of capital stock
of the Company, or any option, right or warrant to subscribe therefor;
or
(c) a dissolution, liquidation or winding up of the Company
(other than in connection with a consolidation or merger) or a sale of
all or substantially all of its property, assets and business as an
entirety shall be proposed;
then, in any one or more of said events, the Company shall give written notice
of such event at least fifteen (15) days prior to the date fixed as a record
date of the date of closing the transfer books for the determination of the
shareholders entitled to such dividend, distribution, convertible or
exchangeable securities or subscription rights, or entitled to vote on such
proposed dissolution, liquidation, winding up or sale. Such notices shall
specify such record date or the date of closing the transfer books, as the case
may be. Failure to give such notice or any defect therein shall not affect the
validity of any action taken in connection with the declaration or payment of
any such dividend, or the issuance of any convertible or exchangeable
securities, or subscription rights, options or warrants, or any proposed
dissolution, liquidation, winding up or sale.
This Warrant Certificate issued hereunder shall be deemed to be a
contract made under the laws of the State of Alabama and for all purposes shall
be construed in accordance with the laws of said State without giving effect to
the rules of said State governing the conflicts of laws. The Company and the
Holder hereby agree that any action, proceeding or claim arising out of, or
relating in any way to, this Warrant Certificate shall be brought and enforced
in a federal or state court of competent jurisdiction with venue only in the
Tenth Judicial Circuit in and for Jefferson County, Alabama or the United States
District Court for the Northern District of Alabama, and irrevocably submits to
such jurisdiction, which jurisdiction shall be exclusive. The Company and the
Holder hereby irrevocably waive any objection to such exclusive jurisdiction or
inconvenient forum. Any such process or summons to be served upon any of the
Company and the Holder (at the option of the party bringing such action,
proceeding or claim) may be served by transmitting a copy thereof, by registered
or certified mail, return receipt requested, postage prepaid, addressed to it at
the address set forth below. Such mailing shall be deemed personal service and
shall be legal and binding upon the party so served in any action, proceeding or
claim.
Any notice to be given or to be served upon any party in connection
with this Warrant Certificate must be in writing and will be deemed to have been
given and received upon confirmed receipt, if sent by facsimile, or two (2) days
after it has been submitted for delivery by Federal Express or an equivalent
carrier, charges prepaid and addressed to the following addresses with a
confirmation of delivery.
If to the Company, to:
Bobby Allison Wireless Corporation
2055 Lake Avenue, S.E., Suite A
Largo, Florida 33771
Attn.: Robert L. McGinnis, Chairman of the Board
Telephone: (727) 584-7902
Facsimile: (727) 480-8268
With a copy to:
Christopher H. Norman, Esq.
Hines Norman & Associates
Hyde Park Professional Center
315 South Hyde Park Avenue
Tampa, Florida 33606
Telephone: (813) 251-8659
Facsimile: (813) 254-6153
3
<PAGE> 18
If to the Purchaser:
----------------------------
----------------------------
----------------------------
----------------------------
----------------------------
----------------------------
With a copy to:
William K. Holbrook
Ritchie & Rediker, L.L.C.
312 23rd Street North
Birmingham, Alabama 35203
Telephone: (205) 251-1288
Facsimile: (205) 324-7830
Any party may, at any time by giving notice to the other party, designate any
other address in substitution of an address established pursuant to the
foregoing to which such notice will be given.
The Warrants shall inure to the benefit of and be binding upon the
parties hereto, their respective successors and assigns, and no other person
shall have any right or obligation hereunder. Neither the Warrants nor any
right, remedy, obligation or liability arising hereunder or by reason hereof
shall be assignable by the Company without the prior written consent of the
Holder which consent shall not be unreasonably withheld, conditioned or delayed
and any assignment in violation hereof shall be void. The Holder, however, may
assign any or all of his, her or its rights and obligations hereunder to any
person, provided that such transfer (i) is made in accordance with the federal
and state securities laws and (ii) such person agrees in writing to be bound by
the terms of the Subscription Agreement.
IN WITNESS WHEREOF, the Company has caused this Warrant Certificate to
be duly executed under its corporate seal.
Dated as of November ___, 1999.
BOBBY ALLISON WIRELESS CORPORATION.
By:
-------------------------------------------
Robert L. McGinnis, Chairman of the Board
4
<PAGE> 19
EXHIBIT "A"
FORM OF SUBSCRIPTION (CASH EXERCISE)
------------------------------------
(To be signed only upon exercise of Warrant)
TO: Bobby Allison Wireless Corporation
2055 Lake Avenue, S.E., Suite A
Largo, Florida 33771
The undersigned, the Holder of Warrant Certificate number CW-1 (the
"Warrant"), representing Warrants to purchase shares of Bobby Allison Wireless
Corporation (the "Company"), which Warrant Certificate is being delivered
herewith, hereby irrevocably elects to exercise the purchase right provided by
the Warrant Certificate for, and to purchase thereunder, _______ shares of the
common stock, par value $0.01 per share, of the Company, and herewith makes
payment of $_______ therefor, the Exercise Price, and requests that the
certificates for such securities and a new Warrant Certificate for the balance,
if any, of the Warrants be issued in the name of, and delivered to, ____________
_____________________________________________, whose address is ________________
__________________________________________, all in accordance with the Warrant
Certificate.
Dated:
-------------------------
--------------------------------------------
(Signature must conform in all respects to
name of Holder as specified on the face of
the Warrant Certificate)
--------------------------------------------
Print Name
<PAGE> 20
EXHIBIT B
BOBBY ALLISON WIRELESS CORPORATION
STOCK PURCHASE OPTION AGREEMENT
THIS STOCK PURCHASE OPTION AGREEMENT (this "Agreement") is entered into
as of this ___ day of November, 1999, by and between Bobby Allison Wireless
Corporation, a Florida corporation (the "Company"), and ________________________
(the "Optionee").
WHEREAS, the Board of Directors of the Company (the "Board") has
granted the Optionee an option to purchase up to ______ shares of the Company's
common stock, $.01 par value per share, which option shall not vest except and
until the Optionee is required to satisfy that certain guaranty dated November
__, 1999 of up to $________ of that certain promissory note from Colonial Bank
to the Company in the aggregate amount of $1 million dated November __, 1999
("Guaranty"); and
WHEREAS, the Company and the Optionee desire to enter into a written
agreement with respect to such option;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein, the parties hereto agree as follows.
1. GRANT OF PURCHASE OPTION. Subject to the terms, restrictions,
limitations and conditions stated herein and contingent upon the satisfaction by
the Optionee of any part or all of the Guaranty, the Company hereby evidences
its grant to the Optionee of the right and option (the "Option") to purchase all
or any part of the number of shares ("Shares") up to 50,000 shares of the
Company's common stock, par value $.01 per share (the "Common Stock"), but only
such number of whole Shares as is equal to the number obtained from dividing the
dollar amount of the Guaranty satisfied by the Optionee by the Exercise Price
(as defined below). The Option shall expire and shall be of no further force and
effect upon the earlier to occur of the following: (i) that date upon which the
Guaranty expires with no obligation on the part of the Optionee or (ii) that
date which is 120 days following the date upon which the Optionee has fully
satisfied the Optionee's liability on the Guaranty.
2. PURCHASE PRICE. The price per Share to be paid by the Optionee for
the Shares subject to the Option shall be $10.00 per share ("Exercise Price")
which price shall be deemed paid by the Optionee's satisfaction of all or part
of the Guaranty as provided in Section 1 above and the delivery of the Release
(as defined in Section 4 below).
3. VESTING AND EXERCISABILITY. The Option vests and becomes fully
exercisable immediately upon the satisfaction of any part or all of the Guaranty
by the Optionee but only to such extent of the satisfaction of the Guaranty as
provided in Section 1 hereof.
4. NOTICE OF EXERCISE OF OPTION. The Option may be exercised by the
Optionee, or by the Optionee's administrators, executors or legal
representatives, by a written notice (in substantially the form of the Notice of
Exercise attached hereto as Schedule A) signed by the Optionee, or by such
administrators, executors or legal representatives, and delivered or mailed to
the Company as specified in Section 7 hereof to the attention of the President
or such other officer as the Company may designate. Any such notice shall (a)
specify the number of the Shares ("Exercise Shares") of Common Stock which the
Optionee or the Optionee's administrators, executors or legal
<PAGE> 21
representatives, as the case may be, then elects to purchase hereunder and (b)
be accompanied by a release ("Release") of any claim by the Optionee of debt
owed by the Company to the Optionee arising from the Guaranty in an amount equal
to the number of Exercise Shares multiplied by $10.00/share. Upon receipt of any
such Notice of Exercise and Release, and subject to the terms hereof, the
Company agrees to issue to the Optionee or the Optionee's administrators,
executors or legal representatives, as the case may be, stock certificates for
the Exercise Shares specified in such Notice of Exercise registered in the name
of the person exercising the Option.
5. ANTIDILUTION.
(a) In the event that the outstanding shares of Common Stock
are changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of merger, consolidation, reorganization,
recapitalization, reclassification, combination or exchange of shares, stock
split or stock dividend, or in the event that any spin-off, split-up, split-off,
or other distribution of assets which materially affects the fair market value
of the Common Stock, the rights of the Optionee concerning the Shares (number of
shares of Common Stock, kind of security if other than Common Stock and the
Exercise Price) under the Option shall be adjusted proportionately by the Board.
(b) If the Company shall be a party to any reorganization in
which it does not survive, involving merger, consolidation, or acquisition of
the stock or substantially all the assets of the Company, the Board, in its
discretion, may:
(i) notwithstanding other provisions hereof, declare
that the Option granted herein shall become exercisable
immediately notwithstanding the provisions of this Agreement
regarding vesting and exercisability and that the Option shall
terminate 30 days after the Board gives written notice of the
immediate right to exercise the Option and of the decision to
terminate the Option not exercised within such 30-day period;
and/or
(ii) notify the Optionee that the Option shall be
assumed by the successor corporation or substituted on an
equitable basis with option issued by such successor
corporation.
(c) If the Company is to be liquidated or dissolved or
otherwise ceases to exist in connection with a reorganization described in
Section 5(b), the provisions of such section shall apply. In all other
instances, the adoption of a plan of dissolution or liquidation of the Company
shall, notwithstanding other provisions hereof, cause the Option to terminate to
the extent not exercised prior to the adoption of the plan of dissolution or
liquidation by the shareholders; PROVIDED THAT, notwithstanding other provisions
hereof, the Board may declare the Option to be exercisable at any time on or
before the fifth business day following such adoption notwithstanding the
provisions of this Agreement regarding exercisability.
(d) The adjustments described in paragraphs (a) through (c) of
this Section 5, and
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the manner of their application, shall be determined by the Board, and any such
adjustment may provide for the elimination of fractional share interests. The
adjustments required under this Section 5 shall apply to any successors of the
Company and shall be made regardless of the number or type of successive events
requiring such adjustments.
6. COMPLIANCE WITH REGULATORY MATTERS. The Optionee acknowledges that
the issuance of capital stock of the Company is subject to limitations imposed
by federal and state law, and the Optionee hereby agrees that the Company shall
not be obligated to issue any Shares upon exercise of the Option that would
cause the Company to violate any law or any rule, regulation, order or consent
decree of any regulatory authority (including without limitation the Securities
and Exchange Commission) having jurisdiction over the affairs of the Company.
The Optionee shall provide the Company with such information and representation
as is reasonably requested by the Company or its counsel to determine whether
the issuance of the Exercise Shares complies with the provisions described by
this Section 6, including, without limitation, a representation that the
Optionee shall not sell or otherwise dispose of the Exercise Shares in the
absence of (i) registration of the Exercise Shares under applicable federal and
state securities laws, (ii) the sale of Exercise Shares pursuant to Rule 144
promulgated under the Securities Act of 1933, as amended or (iii) pursuant to an
exemption from such registration.
7. MISCELLANEOUS.
(a) This Agreement shall be binding upon the parties hereto
and their representatives, successors and assigns. Neither the Option nor any
right, remedy, obligation or liability arising hereunder or by reason hereof
shall be assignable by the Company without the prior written consent of the
Optionee which consent shall not be unreasonably withheld, conditioned or
delayed and any assignment in violation hereof shall be void. The Optionee,
however, may assign any or all of his, her or its rights and obligations
hereunder to any person, provided that such transfer (i) is made in accordance
with the federal and state securities laws and (ii) such person agrees in
writing to be bound by the terms of the Agreement.
(b) This Agreement is executed and delivered in, and shall be
governed by the laws of, the State of Florida.
(c) Any requests or notices to be given hereunder shall be
deemed given, and any elections or exercises to be made or accomplished shall be
deemed made or accomplished, upon actual delivery thereof to the designated
recipient, or three days after deposit thereof in the United States mail,
certified or registered, return receipt requested and postage prepaid,
addressed, if to the Optionee, at the address set forth below and, if to the
Company, to the executive offices of the Company at 2055 Lake Avenue, S.E.,
Suite A, Largo, Florida 33771.
(d) This Agreement may not be modified except in writing
executed by each of the parties hereto.
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<PAGE> 23
IN WITNESS WHEREOF, the Board has caused this Stock Purchase Option
Agreement to be executed on behalf of the Company and the Company's seal to be
affixed hereto and attested by the Secretary of the Company, and the Optionee
has executed this Stock Option Agreement under seal, all as of the day and year
first above written.
COMPANY:
BOBBY ALLISON WIRELESS CORPORATION
Attest:
By:
- -------------------------------- ------------------------------------
Secretary Name: Robert L. McGinnis
[SEAL] Title: Chairman, Board of Directors
OPTIONEE:
By:
------------------------------------
Name:
Title:
Address:
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<PAGE> 24
SCHEDULE A
TO STOCK PURCHASE OPTION AGREEMENT BETWEEN
BOBBY ALLISON WIRELESS CORPORATION AND
-----------------------------------
Dated: _______ __, _____
NOTICE OF EXERCISE
The undersigned hereby notifies Bobby Allison Wireless
Corporation (the "Company") of this election to exercise the undersigned's stock
purchase option to purchase_____________ shares of the Company's common stock,
par value $.01 per share, pursuant to the Stock Purchase Option Agreement
between the undersigned and the Company dated November __, 1999. Accompanying
this Notice of Exercise is a release of liability addressed to the Company
releasing the Company of any and all debt of the Company to the Optionee arising
from satisfaction of the Guaranty by the Optionee which release is in the amount
of $________________.
IN WITNESS WHEREOF, the undersigned has set his hand and seal,
this __ day of ________________, ________.
OPTIONEE [OR OPTIONEE'S ADMINISTRATOR,
EXECUTOR OR LEGAL REPRESENTATIVE]
--------------------------------------
Name:
Capacity (if other than Optionee):
