SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
EAGLE WIRELESS INTERNATIONAL, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] No fee required
[X] $125 per Exchange Act Rules 0-11(c)(l)(ii), 14a-6(i)(l), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule O-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(3) Date Filed:
<PAGE>
EAGLE WIRELESS INTERNATIONAL, INC.
910 Gemini Avenue
Houston, Texas 77058-2704
281-280-0488 (phone)
280-281-0381 (fax)
scubley @ eglw.com (e-mail)
------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held January 13, 1998
To the Stockholders of Eagle Wireless International, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Eagle
Wireless International, Inc. (the "Company") will be held at 1111 Bagby, Suite
2450, Houston, Texas 77002, at 1:00 p.m., on Tuesday, January 13, 1998, for the
following purposes:
1. To elect four directors to serve until the next annual meeting of
stockholders of the Company and until their successors have been duly elected
and qualified;
2. To ratify the selection of McManus & Co., P.C. as independent public
accountants of the Company for the fiscal year ending August 31, 1998; and
3. To consider and act upon a proposal to transact such other business as
may properly come before the meeting or any adjournment thereof.
Only stockholders of record at the close of business on December 15, 1997,
are entitled to notice of and to vote at the meeting, or any adjournment
thereof.
Stockholders unable to attend the Annual Meeting in person are requested to
read the enclosed Proxy Statement and then complete and deposit the Proxy
together with the power of attorney or other authority, if any, under which it
was signed, or a notarized certified copy thereof, with the Company's transfer
agent, Registrar and Transfer Company, 10 Commerce Drive, Cranford, New Jersey
07196, at least 48 hours (excluding Saturdays, Sundays and statutory holidays)
before the time of the Annual Meeting or adjournment thereof or with the
chairman of the Annual Meeting prior to the commencement thereof. Unregistered
stockholders who received the Proxy through an intermediary must deliver the
Proxy in accordance with the instructions given by such intermediary.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ H. DEAN CUBLEY
H. Dean Cubley,
Chief Executive Officer
December 22, 1997
THE PROXY STATEMENT WHICH ACCOMPANIES THIS NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS CONTAINS MATERIAL INFORMATION CONCERNING THE MATTERS TO BE
CONSIDERED AT THE MEETING, AND SHOULD BE READ IN CONJUNCTION WITH THIS NOTICE.
<PAGE>
EAGLE WIRELESS INTERNATIONAL, INC.
910 Gemini Avenue
Houston, Texas 77058-2704
(Principal Executive Office)
-------------------
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
--------------------
This Proxy Statement is being furnished to stockholders in connection with
the solicitation of proxies by the Board of Directors of Eagle Wireless
International, Inc. (the "Company") for use at the Annual Meeting of
Stockholders (the "Annual Meeting") to be held at 1111 Bagby, Suite 2450,
Houston, Texas 77002, at 1:00 p.m., on Tuesday, January 13, 1998, and at any
adjournments thereof for the purpose of considering and voting upon the matters
set forth in the accompanying Notice of Annual Meeting of Stockholders (the
"Notice"). This Proxy Statement and the accompanying form of proxy are first
being mailed to stockholders on or about December 22, 1997. All costs of
soliciting proxies will be borne by the Company.
The close of business on December 15, 1997, has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting and any adjournment thereof. As of the record date, there
were 11,605,334 shares of the Company's Common Stock, par value $.001 per share
("Common Stock"), issued and outstanding.
The presence, in person or by proxy, of a majority of the outstanding
shares of Common Stock on the record date is necessary to constitute a quorum at
the Annual Meeting. Abstentions and broker non-votes will be counted towards a
quorum. If a quorum is not present or represented by proxy at the Annual
Meeting, the stockholders present or represented by proxy at the Annual Meeting
have the power to adjourn the Annual Meeting from time to time, without notice
other than an announcement at the Annual Meeting, until a quorum is present or
represented by proxy. At any such adjourned Annual Meeting at which a quorum is
present or represented by proxy, any business may be transacted that might have
been transacted at the original Annual Meeting.
With respect to the election of directors, votes may be cast in favor or
withheld. Directors are elected by a plurality of the votes cast at the Annual
Meeting, and votes that are withheld will be excluded entirely from the vote and
will have no effect. Stockholders may not cumulate their votes in the election
of directors. The affirmative vote of a majority of the shares of Common Stock
present or represented by proxy and entitled to vote at the Annual Meeting is
required for approval of Item 2. Abstentions will have the same effect as a vote
against a proposal.
Brokers who hold shares in street name for customers are required to vote
those shares in accordance with instructions received from the beneficial
owners. In addition, brokers are entitled to vote on certain items, such as the
election of directors, the ratification of auditors and other "discretionary
items," even when they have not received instructions from beneficial owners.
Brokers are not permitted to vote for "non-discretionary" items without specific
instructions from the beneficial owners. Under applicable Texas law, broker
non-votes will have no effect on any of the proposals.
All shares represented by properly executed proxies, unless such proxies
have been previously revoked, will be voted at the Annual Meeting in accordance
with the directions set forth on such proxies. IF NO DIRECTION IS INDICATED, THE
SHARES WILL BE VOTED (i) FOR THE ELECTION OF THE NOMINEES NAMED HEREIN, (ii) FOR
THE APPROVAL OF THE INDEPENDENT PUBLIC ACCOUNTANTS, AND (iii) TO TRANSACT SUCH
OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
<PAGE>
The enclosed proxy, even though executed and returned, may be revoked at
any time prior to the voting of the proxy by one of the following methods: (a)
the execution and submission of a revised proxy, (b) written notice to the
Secretary of the Company or (c) voting in person at the Annual Meeting.
ANNUAL REPORT
A copy of the Company's Annual Report on Form 10-KSB is being mailed with
this Proxy Statement. Exhibits to the Form 10-KSB will be furnished to the
stockholders without charge upon written request to Scott A. Cubley at 910
Gemini Avenue, Houston, Texas 77058-2704. In addition, the exhibits along with
reports, information statements and other information is available on the
Securities and Exchange Commission's Web site on the Internet. The address of
the site is http:\\www.sec.gov. Visitors to the site may access such information
by searching the EDGAR data base on the site.
ITEM 1
ELECTION OF DIRECTORS
DIRECTOR NOMINEES
The directors are elected annually by the stockholders of the Company. The
Bylaws of the Company provide that the number of directors will be determined by
the Board of Directors, but shall not be less than two. The stockholders will
elect four directors for the coming year. All of the nominees, except for
Senator Gary Hart, presently serve as directors of the Company.
Although the Board of Directors of the Company does not contemplate that
any of the nominees will be unable to serve, if such a situation arises prior to
the Annual Meeting, the persons named in the enclosed Proxy will vote for the
election of such person(s) as may be nominated by the Board of Directors.
H. Dean Cubley (age 56) has served as chairman of the board, president and
chief executive officer of the Company since March 1996. Prior to that, Dr.
Cubley served as vice-president of Eagle Telecom, Inc. from 1993 to March 1996.
Dr. Cubley is also a member of the Oversight Committee for the University of
Houston Epitaxy Center which managed the Wake Shield Flight aboard the Shuttle
in September 1995. Dr. Cubley has over 35 years of extensive experience in the
field of telecommunications. From 1965 to 1984, Dr. Cubley worked for the NASA
Manned Spacecraft Center in the Electromagnetic Systems Branch of the
Engineering and Development Directorate. For a five year portion of that period,
Dr. Cubley was the Antenna Subsystems Manager for all spacecraft antennas for
the Shuttle Program. Dr. Cubley's duties included overall responsibility for the
design, development, costs schedules and testing of the antennas and hardware
for all Shuttle flights. Throughout his career, Dr. Cubley has authored or
co-authored over fifty publications. In addition, he has a total of eight
patents and patents-pending registered in his name. Dr. Cubley received a
bachelor of science degree in electrical engineering from the University of
Texas in 1964 and a masters degree in electrical engineering from the University
of Texas in 1965. In 1970, Dr. Cubley received his Ph.D. in Electrical
Engineering from the University of Houston. Since 1977, Dr. Cubley has been
actively engaged in the commercial telecommunications industry and has been
instrumental in many of its technological advancements.
Christopher W. "James" Futer (age 58) has served as a director, chief
operating officer and vice president of the Company since March 1996. Prior to
that, Mr. Futer served as sales manager of Eagle Aerospace, Inc. Telecom
Division from November 1994 until February 1996. From May 1993 to November 1994,
Mr. Futer was employed as a vice president of operations with Starcom, Inc.
Prior thereto, he was employed with Paging Products International. Mr. Futer was
a manager of Universal Cellular, Inc., a California corporation ("UCI"), from
October 1990 until February 1991. Mr. Futer resigned from UCI in February 1991
due to his disagreement with UCI management over its business policy and
practices. In June 1993, UCI filed for protection under the federal bankruptcy
laws. Mr. Futer's spectrum of experience has included work in the fields of
hi-tech flight simulation and display technologies (especially those of light
emitting diodes and liquid crystal displays), and in
<PAGE>
consumer electronics, i.e. electronic watches, pocket calculators, and
electronic games. Most recently, he has been involved in pager design,
manufacture and marketing, as well as the wider field of paging equipment. His
international background includes work with Hatfield Instrument (in England,
where he was born), Canadian Aviation Electronics, located in Montreal, Canada,
General Instruments (in Canada and the United States), Litronix (in California)
and Siemens (living in California and England and commuting to the head office
in Munich, as well as Berlin, Paris and Milan). In 1975, he was instrumental in
implementing a major "turn-key" technology transfer from Canada to the (then)
Soviet Union for the manufacture of hand-held electronic calculators, an
operation which the Soviets then improved from the consumer level and adapted to
suit their particular requirements. Since 1975, Mr. Futer has had extensive
in-depth experience of interfacing with Pacific Rim countries. In 1992 and 1993,
he spent time in the People's Republic of China coordinating a successful
technology transfer for one of the first pager manufacturing facilities.
A. L. Clifford (age 53) has served as a director since December 1996. Mr.
Clifford has served as president of Clifford & Associates for over five years, a
company involved in the distribution of electrical and electronic products
throughout the Midwest since 1920. Mr. Clifford is a graduate of the University
of Miami, where he studied business and attended law school.
Senator Gary Hart (age 60) served in the United States Senate from 1975 to
1987. During his twelve years in the Senate he served on the Senate Armed
Services Committee where he specialized in nuclear arms control and naval
issues. Senator Hart also served on the Senate Select Committee to Investigate
the Intelligence Operations of the United States Government and was an original
member of the new Senate Intelligence Oversight Committee from 1975 to 1978.
Senator Hart was also a congressional advisor to the Salt II talks with the
Soviet Union in Geneva. He is the author of numerous books, including RUSSIA
SHAKES THE WORLD (1991). Since leaving the Senate he has served as a strategic
advisor to major U.S. corporations, focusing on the former Soviet Union and
Eastern Europe. Senator hart is a graduate of Yale Law School, the Yale Divinity
School and Southern Nazarene University.
BOARD OF DIRECTORS, COMMITTEES AND MEETINGS
The Board of Directors held five meetings in 1997, and each director of the
Company attended at least 75% of all Board meetings.
The directors of the Company hold office until the next annual meeting of
the stockholders of the Company and until their succors are duly elected and
qualified. None of the directors have received any compensation or reimbursement
of out-of-pocket expenses to attend board meetings. The Company has not
established and does not maintain any compensation, audit, executive or
nominating committees. There are no family relationships among any of the
directors and executive officers of the Company.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires the Company's directors and
executive officers, and persons who own ten percent or more of the Company's
Common Stock, to file reports of ownership and changes of ownership with the
Securities and Exchange Commission. Copies of all filed reports are required to
be furnished to the Company pursuant to Section 16(a). Based solely on the
reports received by the Company, the Company believes that the directors,
executive officers, and ten percent or greater beneficial owners complied with
all applicable filing requirements during the fiscal year ended August 31, 1997.
THE BOARD OF DIRECTORS HAS NOMINATED THE ABOVE-REFERENCED DIRECTORS FOR
ELECTION BY THE STOCKHOLDERS AND UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION
OF EACH OF THE NOMINEES LISTED ABOVE. THE ELECTION OF THESE DIRECTORS REQUIRES A
PLURALITY OF THE VOTES CAST BY THE HOLDERS OF SHARES OF COMMON STOCK PRESENT OR
REPRESENTED BY PROXY AT THE ANNUAL MEETING AND ENTITLED TO VOTE IN THE ELECTION
OF DIRECTORS.
<PAGE>
ITEM 2
RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors wishes to obtain from the stockholders a
ratification of the Board's action in appointing McManus & Co., P.C., as
independent public accountants of the Company, for the fiscal year ending August
31, 1998. The engagement of McManus & Co., P.C. for audit services has been
approved by the Board of Directors. Representatives from the firm are expected
to be present at the Annual Meeting, will have an opportunity to make a
statement if they so desire, and are expected to be available to respond to
appropriate questions.
In the event the appointment of McManus & Co., P.C., as the Company's
independent public accountants for fiscal year 1998 is not ratified by the
stockholders, the adverse vote will be considered as a direction to the Board of
Directors to select other auditors for the following year. However, because of
the difficulty in making any substitution of auditors so long after the
beginning of the current year, it is contemplated that the appointment for the
fiscal year 1998 will be permitted to stand unless the Board finds other good
reason for making a change.
THE BOARD OF DIRECTORS HAS APPROVED THE APPOINTMENT OF MCMANUS & CO. P.C.
AS INDEPENDENT PUBLIC ACCOUNTANTS FOR 1998 AND UNANIMOUSLY RECOMMENDS A VOTE FOR
RATIFICATION OF SUCH APPOINTMENT. SUCH RATIFICATION REQUIRES THE AFFIRMATIVE
VOTE OF THE HOLDERS OF A MAJORITY OF SHARES OF COMMON STOCK PRESENT OR
REPRESENTED BY PROXY AND ENTITLED TO VOTE AT THE ANNUAL MEETING.
EXECUTIVE OFFICERS
The executive officers of the Company are as follows:
NAME AGE POSITION
Dr. H. Dean Cubley(1) 56 President and Chief Executive
Officer
Christopher W. "James" Futer(1) 58 Executive Vice President and
Chief Operating Officer
Richard Royall, CPA 51 Chief Financial Officer
(1) Biographical information with respect to these officers were previously
described in Item 1.
Richard R. Royall has been a certified public accountant since 1971. From
1971 to 1976, Mr. Royall was employed with Haskins & Sells, Laventhol & Horwath
(a partner from 1976 to 1986), and Bracken, Krutilek & Royall (1986). In 1986,
Mr. Royall practiced accounting as a sole proprietor. Since 1987, Mr. Royall has
been a partner in Royall & Fleschler, certified public accountants. In addition
to the foregoing, Mr. Royall serves as financial officer and director of
companies operating in the oil and gas industry, software industry and chemical
industries, none of which are affiliated with the Company.
STOCK OWNERSHIP
The following table and notes thereto set forth certain information
regarding beneficial ownership of the Company's Common Stock as of December 22,
1997 by (i) each person known by the Company to beneficially own more than five
percent of the Company's Common Stock, (ii) each of the Company's directors and
director nominees, (iii) each named executive officer, and (iv) all directors
and officers of the Company as a group.
<PAGE>
NAME AND ADDRESS SHARES OF COMMON STOCK (1) % OF VOTING POWER
Hou-Tex Trust
1331 Lamar, Suite 1375
Houston, TX 77010 3,770,000 (2) 31.0%
H. Dean Cubley
910 Gemini Avenue
Houston, TX 77058-2704 - (3) -
Futer Family Trust
1331 Lamar, Suite 1375
Houston, TX 77010 1,364,000 (4) 11.5%
Christopher W. Futer
910 Gemini Avenue
Houston, TX 77058-2704 - (5) -
Vonn, Ltd.
P.O. Box 1407
St. Johns, Antigua, West Indies 900,332 (6) 7.5%
Econology / The Founder
951 Napoli
Pacific Palisades, CA 90272 750,000 (7) 6.1%
A.L. Clifford
910 Gemini Avenue
Houston, TX 77058-2704 579,334 (8) 5.0%
Arabella
Waldmannstrasse 6, Postfatch 269
Zurich, Switzerland CH-8024 660,000 (9) 5.5%
All officers and directors
as a group (4 persons) 591,834 (10) 5.1%
-----------------------------
(1) Does not give effect to outstanding warrants to purchase shares of Company
Common Stock at exercise prices of $.05 ("$.05 Warrants") and $.50 ("$.50
Warrants") as these warrants are not exercisable until and unless the
shares of Common Stock trade at a minimum of $5.50 per share for twenty
consecutive trading days. It is assumed for the purposes of this table that
this will not occur within 60 days of the date of this Proxy Statement.
(2) Includes warrants to purchase 310,000 shares of Company Common Stock at
$4.00 per share which expire on August 31, 2000, and are redeemable by the
Company at $.05 per share if at any time the closing bid price of the
Common Stock shall have equaled or exceeded $5.50 per share for a period of
20 consecutive trading days (the "Class A Warrants"), and warrants to
purchase 310,000 shares of Company Common Stock at $6.00 per share which
expire on August 31, 2000, and are redeemable by the Company at $.05 per
share if at any time the closing bid price of the Common Stock shall have
equaled or exceeded $7.50 per share for a period of 20 consecutive trading
days (the "Class B Warrants"). See "Certain Transactions."
(3) Dr. Cubley disclaims beneficial ownership, as well as voting and
disposition power of the shares of Common Stock and Warrants owned by the
Hou-Tex Trust.
(4) Includes (i) 110,000 shares of Company Common Stock underlying Class A
Warrants, and 110,000 shares of Company Common Stock underlying Class B
Warrants. See "Certain Transactions."
(5) Mr. Futer disclaims beneficial ownership, as well as voting and disposition
power of the shares of Common Stock and Warrants owned by the Futer Family
Trust.
(6) Includes (i) 166,666 shares of Company Common Stock underlying Class A
Warrants and 166,666 shares of Company Common Stock underlying Class B
Warrants. See "Certain Transactions."
(7) Includes warrants to purchase 750,000 shares of Company Common Stock at
$2.00 per share which expire on August 31, 2000, and are redeemable by the
Company at $.05 per share if at any time the closing bid price of the
Common Stock shall have equaled or exceeded $5.50 per share for a period of
20 consecutive trading days (the "Class C Warrants").
(8) The record holder of these securities if the Clifford Family trust of which
Mr. Clifford has voting and disposition power.
(9) Includes 220,000 shares of Company Common Stock underlying Class A Warrants
and 220,000 shares of Company Common Stock underlying Class B Warrants.
(10) Includes warrants to purchase 345,834 shares of Company Common Stock that
are currently exercisable.
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid by the Company to the Chief Executive Officer. No other executive officer
received in excess of $100,000 in compensation during the fiscal year ended
August 31, 1997. The Company has not entered into employment agreements with any
of its executive officers.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
Annual Long-Term
Compensation Compensation
-------------------------------------------------------
Year Salary Bonus Other Options/Warrants Other
<S> <C> <C> <C> <C> <C> <C>
H. Dean Cubley
Chief Executive Officer 1997 $70,000 $ - $ - $ - $ -
1996 $30,000 $ - $ - $ - $ -
1995 $ - $ - $ - $ - $ -
</TABLE>
STOCK OPTIONS
In July 1996, the Board of Directors and majority stockholders adopted a
stock option plan under which 400,000 shares of Common Stock have been reserved
for issuance. As of the date of this Proxy Statement, options to purchase 14,875
shares of Common Stock have been granted to non-executive employees pursuant to
such plan and the Company has no present plans for the issuance of options to
executive officers. The Company does not have a defined benefit plan or any
retirement or long-term incentive plans.
CERTAIN TRANSACTIONS
The Company was incorporated in May 1993, but did not conduct any
substantive business operations until it acquired cash, certain inventory and
test equipment from Hou-Tex Trust, Bailey Trust, Futer Family Trust and John
Nagel totaling approximately $500,000 and concurrently acquired certain assets
from an affiliate of Dr. Cubley totaling approximately $260,000, both of which
occurred in April 1996. Additionally, the Company assumed liabilities owed to
certain principal stockholders and founders as follows: (i) $145,000 to an
affiliate of Dr. Cubley; (ii) $33,000 to certain founding stockholders; and
(iii) $82,000 to certain unrelated third parties. Promoters of the Company are
Hou-Tex Trust, B and F Trust, Futer Family Trust, Dr. Cubley, Mr. Futer, Mr.
Clifford, Mr. Porter Barton and Vonn Ltd. Dr. Cubley disclaims beneficial
ownership, as well as the voting and disposition power of the Company securities
owned by Hou-Tex Trust and B and F Trust. Mr. Futer disclaims beneficial
ownership, as well as voting and disposition power, of the Company securities
owned by the Futer Family Trust.
In connection with the organization of the Company, 3,150,000 shares of
Common Stock were issued to the Hou-Tex Trust, 990,000 shares of Common Stock
were issued to the Futer Family Trust, 180,000 shares of Common Stock were
issued to the Bailey Trust, and 180,000 shares of Common Stock were issued to
John Nagel, such issuances were for nominal services rendered, contribution of
certain net assets and cash valued at approximately $345,000. In July 1996, the
Company issued for fund-raising services rendered: $.05 Warrants to purchase
350,000, 110,000, 20,000 and 20,000 shares, respectively, to the Hou-Tex Trust,
the Futer Family Trust, the Bailey Trust and Mr. Nagel, respectively; and $.50
Warrants to purchase 350,000, 110,000, 20,000 and 20,000 shares, respectively,
to the Hou-Tex Trust, the Futer Family Trust, the Bailey Trust and Mr. Nagel,
respectively. Neither of these $.05 Warrants or $.50 Warrants are exercisable
until and unless the shares of Common Stock
<PAGE>
trade at a minimum of $5.50 per share for 20 consecutive trading days. The
Company issued, for fund-raising services rendered, to the Hou-Tex Trust, the
Futer Family Trust, the Bailey Trust and Mr. Nagel: currently exercisable Class
A Warrants to purchase 350,000 shares 110,000 shares, 20,000 shares, and 20,000
shares, respectively; and currently exercisable Class B Warrants to purchase
350,000 shares, 110,000 shares, 20,000 shares, and 20,000 shares, respectively.
The Company issued, for fund-raising services, warrants to purchase an aggregate
of 700,000 shares of Common Stock at $.01 per share to the following entities
and individuals: warrants to purchase 490,000 shares to the B and F Trust,
warrants to purchase 154,000 shares to the Futer Family Trust, warrants to
purchase 28,000 shares to the Bailey Trust and warrants to purchase 28,000
shares to John Nagel. All of such warrants became exercisable in December 1996
and were exercised in full in February 1997.
From September 1996 through December 1997, the Company issued to Messrs.
Clifford and Barton and Realt, LLC the following securities: 366,000, 975,000
and 567,000 shares of Common Stock, respectively; $.05 Warrants to purchase
166,667 shares, 166,667 shares and 166,666 shares of Common Stock, respectively;
and $.50 Warrants to purchase 166,667 shares, 71,667 shares and 166,666 shares
of Common Stock, respectively; Class A Warrants to purchase 166,667 shares,
146,667 shares, 166,666 shares, respectively; and Class B Warrants to purchase
166,667 shares, 146,667 shares, and 166,666 shares, respectively. Certain
Company securities issued to Messrs. Clifford and Barton and Realt, LLC have
been transferred to third parties. All of the above issuances of Common Stock
were for approximately $120,000 of expenses incurred on behalf of the Company by
these parties in connection with fund-raising activities. The issuance of the
Warrants were for fund-raising services rendered.
Certain principal stockholders (or affiliates thereof) of the Company,
including Messrs. Futer and Clifford are also principal stockholders of Link-Two
Communications, Inc. ("Link II"), which is a principal customer of the Company.
Mr. Clifford is also the chairman, president and chief executive officer of Link
II and Dr. Cubley is a director of Link II. In addition, the Company and Link II
have executed an agreement, whereby the Company would receive up to an 8% equity
interest in Link II in lieu of accruing finance charges on the outstanding
balance owed by Link II to the Company. Under the agreement, equity in Link II
is earned at a rate of 0.2% per month per $100,000 payable and outstanding for
more than 30 days. As of May 31, 1997, the Company had earned the full 8% equity
interest to be evidenced by the issuance of 240,000 shares of Link II common
stock to the Company. As of August 31, 1997, Link II owed the Company
$2,170,782, comprising approximately 75% of the accounts receivable at such
date.
In September 1996, Richard Royall was issued $.05 Warrants to purchase
12,500 shares of Common Stock, and $5.00 Warrants to purchase 12,500 shares of
Common Stock. The $.05 Warrants are not exercisable until and unless the shares
of Common Stock trade at a minimum of $5.50 per share for 20 consecutive trading
days.
COST OF SOLICITATION
The Company will bear the cost of the solicitation of proxies from its
stockholders. In addition to the use of mail, proxies may be solicited by
directors, officers and regular employees of the Company in person or by
telephone or other means of communication. The directors, officers and employees
of the Company will not be compensated additionally for the solicitation, but
may be reimbursed for out-of-pocket expenses in connection with this
solicitation. Arrangements are also being made with brokerage houses and any
other custodians, nominees and fiduciaries for the forwarding of solicitation
material to the beneficial owners of the Company's Common Stock, and the Company
will reimburse such brokers, custodians, nominees and fiduciaries for their
reasonable out-of-pocket expenses.
OTHER MATTERS
Management is not aware of any other matters to be presented for
action at the Annual Meeting. However, if any other matter is properly
presented, it is the intention of the persons named in the enclosed proxy to
vote in accordance with their best judgment on such matters.
<PAGE>
Proposals of stockholders of the Company which are intended to be presented
by such stockholders at the 1999 Annual Meeting must be received by the Company
no later than August 25, 1998 in order to have them included in the proxy
statement and form of proxy relating to that meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ H. DEAN CUBLEY
H. Dean Cubley,
Chief Executive Officer
December 22, 1997
<PAGE>
PROXY
EAGLE WIRELESS INTERNATIONAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
The undersigned stockholder of EAGLE WIRELESS INTERNATIONAL, INC. (the
"Company") hereby appoints H. Dean Cubley and Christopher "James" W. Futer, the
true and lawful attorneys, agents and proxies of the undersigned with full power
of substitution for and in the name of the undersigned, to vote all the shares
of Common Stock of the Company which the undersigned may be entitled to vote at
the Annual Meeting of Stockholders of the Company to be held at the 1111 Bagby,
Suite 2450, Houston, Texas 77002 on January 13, 1998, at 1:00 p.m., and any and
all adjournments thereof, with all of the powers which the undersigned would
possess if personally present, for the following purposes:
1. To elect four directors to serve until the next annual meeting of
stockholders of the Company and until their successors have been duly
elected and qualified;
Dr. H. Dean Cubley, Christopher "James" W. Futer, A.L. Clifford and
Senator Gary Hart
FOR WITHHOLD FOR ALL EXCEPT
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INSTRUCTION: To withhold authority to vote for any individual nominee,
mark "For All Except" and write that nominee's name in the space
provided below.
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2. To ratify the selection of McManus & Co., P.C. as independent public
accountants of the Company for the fiscal year ending August 31, 1998;
FOR AGAINST ABSTAIN
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3. The transaction of such other business as may properly come before the
meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF EAGLE
WIRELESS INTERNATIONAL, INC. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED
IN ACCORDANCE WITH THE CHOICES SPECIFIED ABOVE.
This Proxy will be voted for the choices specified. If no choice is
specified for Items 1 and 2 this Proxy will be voted "FOR" these items.
The undersigned hereby acknowledges receipt of the Notice of Annual
Meeting and Proxy Statement dated December 22, 1997.
Please sign exactly as your name appears on stock certificate(s). Joint
owners should each sign. Trustees and others acting in a representative capacity
should indicate the capacity in which they sign.
