SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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 Section 240.14a-11(c) or Section
240.14a-12
EAGLE WIRELESS INTERNATIONAL, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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EAGLE WIRELESS INTERNATIONAL, INC.
910 Gemini Avenue
Houston, Texas 77058-2704
281-280-0488 (phone)
281-280-0381 (fax)
[email protected] (e-mail)
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held January 29, 1999
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 910 Gemini Avenue,
Houston, Texas, 77058, at 1:00 p.m., on Friday, January 29, 1999, 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, 1999; 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 18, 1998,
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 29, 1998
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)
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PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
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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 910 Gemini Avenue, Houston,
Texas, 77058 on Friday, January 29, 1999 at 1:00 P.M., 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. This Proxy Statement
and the accompanying form of proxy are first being mailed to stockholders on or
about December 29, 1998. All costs of soliciting proxies will be borne by the
Company.
The close of business on December 18, 1998, 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
11,670,155 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.
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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 are 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 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.
DR. H. DEAN CUBLEY (age 57) 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.
CHRISTOPHER W. FUTER (age 59) 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 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
<PAGE>
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 54) 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 64) has served as a director since January of 1988 and
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 between September 1997 and December
1998 and each director of the Company participated in each of the 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. Directors are reimbursed for out-of-pocket expenses to attend
meetings. Senator Gary Hart is paid a $2,000 fee for each meeting that he
attends. Senator Hart received a total of $6,000 in directors fees for the year.
Senator Hart has also been granted 50,000 Class C options to purchase the
Company's common stock at an exercise price of $2.00. 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, 1998,
except as follows. In January 1998, Senator Gary Hart joined the Company's board
of directors and filed an annual report of ownership on or about December 11,
1998 in lieu of an initial report of ownership earlier in the year.
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, 1999. 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 1999 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 ending 1999 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 1999 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 Cubley1 57 President and Chief Executive Officer
Christopher W. "James" Futer1 59 Executive Vice President and Chief
Operating Officer
Richard Royall, CPA 52 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 2, 1998 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.
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SHARES OF % OF VOTING
NAME AND ADDRESS COMMON STOCK (1) POWER
Hou-Tex Trust
1331 Lamar, Suite 1375 3,770,000 (2) 30.6%
Houston, TX 77010
H. Dean Cubley - (3) -
910 Gemini Avenue
Houston, TX 77058-2704
Futer Family Trust 1,334,000 (4) 10.8%
1331 Lamar, Suite 1375
Houston, TX 77010
Christopher W. Futer 5,000 (5) -
910 Gemini Avenue
Houston, TX 77058-2704
Vonn, Ltd. 950,332 (6) 7.7%
P.O. Box 1407
St. Johns, Antigua, West Indies
Richard Royall 12,500 (7) 0.1%
910 Gemini Avenue
Houston, TX 77058-2704
A.L. Clifford 579,334 (8) 4.7%
910 Gemini Avenue
Houston, TX 77058-2704
Gary Hart 100,000 (9) 0.8%
950 17th St
Denver, CO 80202
All officers and directors
as a group (5 persons) 691,834 (10) 5.6%
(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. Includes options to purchase 5,000 shares of Company Common Stock at
$1.25 per share which will expire on 8/3/03 issued pursuant to the Company's
employee stock option program.
(6) Includes (i) 166,666 shares of Company Common Stock underlying Class A
Warrants, 166,666 shares of Company Common Stock underlying Class B Warrants
and options to purchase 25,000 shares of Company Common Stock at $5.00
("$5.00 Warrants") per share which expire May 13, 1999 . See "Certain
Transactions."
(7) Includes 12,500 shares of Company Common Stock underlying $5.00 Warrants.
(8) The record holder of these securities if the Clifford Family trust of which
Mr. Clifford has voting and disposition power. Includes 110,000 shares of
Company Common Stock underlying Class A Warrants and 110,000 shares of
Company Common Stock underlying Class B Warrants.
(9) Includes 50,000 shares of Company Common Stock underlying Class C Warrants
and 25,000 shares of Company Common Stock underlying $5.00 Warrants.
(10)Includes warrants to purchase 670,000 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, 1998. The Company has not entered into employment agreements with any
of its executive officers.
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
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H. Dean Cubley YEAR SALARY BONUS OTHER OPTIONS OTHER
Chief Executive Officer 1998 $ 91,923 $ - $ - $ - $ -
1997 $ 65,407 $ - $ - $ - $ -
1996 $ 52,181 $ - $ - $ - $ -
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 80,375
and 5,000 shares of Common Stock have been granted to non-executive and
executive employees, respectively, pursuant to the plan. To date, no options
under this plan have been exercised.
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 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.
<PAGE>
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, 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, 1998, Link II owed the Company
$5,144,042, comprising approximately 95% 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. In December 1997, Senator Gary Hart was issued Class C $2.00 Warrants to
purchase 50,000 shares of Common Stock as compensation for serving on the
Company's board of directors. The Class C Warrants expire August 31, 2000 and
are callable by the Company at a price of $.05 per Class C Warrant when the
closing bid price of the Common Stock shall have equaled or exceeded $5.50 per
share for a period of twenty 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. Proposals of
stockholders of the Company which are intended to be presented by such
stockholders at the 2000 Annual Meeting must be received by the Company no later
than August 25, 1999 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 29, 1998
<PAGE>
PROXY
EAGLE WIRELESS INTERNATIONAL, INC.
ANNUAL MEETING OF STOCKHOLDERS
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 BELOW.
The undersigned stockholder of EAGLE WIRELESS INTERNATIONAL, INC. (the
"Company") hereby appoints H. Dean Cubley and Christopher 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 910 Gemini
Avenue, Houston, Texas 77058 on January 29, 1999, 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;
FOR WITHHOLD
Dr. H. Dean Cubley ___ ___
Christopher W. Futer ___ ___
A. L. Clifford ___ ___
Senator Gary Hart ___ ___
2. To ratify the selection of McManus & Co., P.C. as independent public
accountants of the Company for the fiscal year ending August 31, 1999;
FOR___ AGAINST ___ ABSTAIN ___
3. The transaction of such other business as may properly come before the
meeting.
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 29, 1998.
PLEASE MARK, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE.
DATED:_______________________________
____________________________________________________
[Signature]
____________________________________________________
[Signature if jointly held]
____________________________________________________
[Printed Name]
Please sign exactly as 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.
