<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 2000
REGISTRATION NO. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
WIRELESS FACILITIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 7380 13-3818604
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION
NUMBER)
4810 EASTGATE MALL, SAN DIEGO, CA 92121
(858) 228-2000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
___________________
MASOOD K. TAYEBI
CHIEF EXECUTIVE OFFICER
WIRELESS FACILITIES, INC.
4810 EASTGATE MALL, SAN DIEGO, CA 92121
(858) 228-2000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
___________________
COPIES TO:
LANCE W. BRIDGES, ESQ.
ELIZABETH E. REED, ESQ.
COOLEY GODWARD LLP
4365 EXECUTIVE DRIVE, SUITE 1100
SAN DIEGO, CA 92121
(858) 550-6000
___________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.] [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF EACH CLASS AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
OF SECURITIES TO BE REGISTERED BE REGISTERED PER SHARE(1) PRICE(1) FEE
------------- ------------ -------- ---
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per
share..................................... 326,713 $36.03 $11,771,469.39 $2,942.87
</TABLE>
(1) Estimated in accordance with Rule 457(c) of the Securities Act of 1933,
solely for the purpose of calculating the amount of the registration fee based
on the average of the high and low prices of the Registrant's Common Stock as
reported on the Nasdaq National Market on December 26, 2000.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
SUBJECT TO COMPLETION, DATED DECEMBER 29, 2000
326,713 Shares
WIRELESS FACILITIES, INC.
Common Stock
We are registering 326,713 shares of our common stock for resale by the selling
stockholders identified in this prospectus. We will not receive any of the
proceeds from the sale of shares by the selling stockholders.
Our common stock is listed on The Nasdaq National Market under the symbol
"WFII." On December 28, 2000, the last reported sale price for our common stock
was $44.13 per share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS," BEGINNING ON
PAGE 5.
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES CANNOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING OFFERS TO BUY THESE SECURITIES
IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is _________________, 2001.
<PAGE>
TABLE OF CONTENTS
<TABLE>
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Page
----
<S> <C>
Wireless Facilities, Inc.................................................. 3
Risk Factors.............................................................. 5
Use of Proceeds........................................................... 11
Selling Stockholders...................................................... 11
Plan of Distribution...................................................... 13
Legal Matters............................................................. 13
Experts................................................................... 13
Where You Can Find More Information....................................... 13
Disclosure Regarding Forward-Looking Statements........................... 15
</TABLE>
_____________________________________
YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE
HAVE REFERRED YOU. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION
THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL TO SELL
THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE ON THE
DATE OF THIS DOCUMENT.
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WIRELESS FACILITIES, INC.
Unless the context otherwise requires and except as specifically indicated
herein, references in this offering circular to "we," "us" or "WFI" refer to
Wireless Facilities, Inc. and its consolidated subsidiaries.
Wireless Facilities, Inc. is an independent provider of outsourced services for
the wireless communications industry. We plan, design, deploy and manage
wireless telecommunications networks. This work involves radio frequency
engineering, site development, project management and the installation of radio
equipment networks. We have also expanded our network management services, which
involve day-to-day optimization, or recalibration and tuning, and maintenance of
wireless networks. As part of our strategy, we are technology and vendor
independent. We believe that this enables us objectively to evaluate and
recommend specific products or technologies to our customers. We provide network
design and deployment services to wireless carriers, such as AT&T affiliates
Telecorp PCS and Triton PCS; equipment vendors, such as Ericsson and Siemens;
and wireless broadband data carriers, such as Metricom and Nextlink.
The wireless telecom industry has experienced rapid growth and carriers have
been making large capital investments to expand their networks. As carriers
deploy these networks, they are faced with a proliferation in both the number
and type of competitors. Due to this increasingly competitive environment,
carriers must focus on satisfying customer demand for enhanced services,
seamless and comprehensive coverage, better call quality, faster data
transmission and lower prices. The proliferation in services has also caused
carriers to experience challenges managing complex networks and new
technologies. These challenges have put pressure on carriers and equipment
vendors to allocate their resources effectively, which we believe has
increasingly led them to outsource network planning, deployment and management.
Our services are designed to improve our customers' competitive position through
efficient planning, deployment and management of their networks. We have
developed methods of planning and deploying wireless networks that allow us to
deliver reliable, scalable network solutions. We offer our services primarily on
a fixed-price basis with scheduled deadlines for completion times, that is, on a
time-certain basis. We believe this enables our customers more reliably to
forecast the costs and timing of network deployment and management. This allows
our customers to focus on their core competencies and rely on us for planning,
deploying and managing their networks. Our services include:
Pre-Deployment Planning Services. We provide pre-deployment planning services
for developing or refining a network deployment strategy. We develop and analyze
the financial, engineering, competitive, market and technology issues applicable
to a proposed network deployment. In addition, we assist customers in
determining the best equipment for a particular project, analyzing the
feasibility of a particular technology for a network plan and managing the
bidding process from multiple equipment vendors.
Design and Deployment Services. We provide services for the design and
deployment of wireless networks. These services include population, demographic
and wireless traffic analysis, radio frequency engineering, Internet and other
data network engineering, network architecture, microwave relocation, fixed
network engineering, site development and network installation and optimization.
We believe our success is largely based on our ability to provide a package of
integrated services that have traditionally been offered by multiple
subcontractors coordinated by a carrier's deployment staff.
Network Management Services. We provide post-deployment radio frequency
optimization and day-to-day operation, maintenance and management of customers'
wireless networks. After a network is deployed, it must be continually updated,
recalibrated and tuned. Optimization is the process of tuning the network to
take into account changing environments and usage patterns. Several of our
customers' operations are managed at our recently acquired network operations
center in Richardson, Texas. We manage the operation of critical network
elements, including base station equipment, mobile switching centers and network
operating centers, to the extent required by our customers. We also provide
training services for the internal network staff of our customers.
Our objective is to be the leading independent provider of outsourced network
services to the telecom industry, including network planning, design, deployment
and management services. The key elements of our strategy include:
. focusing on customer satisfaction;
. expanding the suite of services we offer and pursuing cross-selling
opportunities;
. remaining at the forefront of new technologies;
. pursuing opportunities for international growth;
. continuing to attract and retain qualified personnel;
. capitalizing on previous project experience; and
. continuing to pursue strategic acquisitions.
Since 1995, we have completed projects for more than 130 customers, ranging in
scope from the installation of a single cell site to multi-year, large-scale
deployment contracts. In the past two years, we have expanded our operations
internationally. During the eleven months ended November
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30, 2000, we completed or had ongoing projects in 39 countries, including
Argentina, Brazil, Canada, Chile, Czech Republic, France, Germany, India, Japan,
Kuwait, Mauritius, Mexico, Morocco, Poland, Russia, South Africa, Spain, Syria,
Turkey, United Arab Emirates, the United Kingdom and Venezuela. Since the
founding of WFI in 1994, we have been involved in the design or deployment of
thousands of cell sites worldwide.
Our principal executive offices are located at 4810 Eastgate Mall, San Diego,
California 92121. Our telephone number is (858) 228-2000.
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RISK FACTORS
This offering involves a high degree of risk. You should carefully consider the
following information about these risks, as well as the other information
contained or incorporated by reference in this prospectus, before you decide to
buy any of our common stock. If any of the following risks actually occur, our
business, results of operations and financial condition would likely suffer,
perhaps materially. In these circumstances, the value of our common stock could
decline, and you may lose all or part of the money you paid to buy the common
stock.
Our business will not operate efficiently and our results of operations will be
negatively affected if we are unable to manage our growth effectively.
We are experiencing a period of significant expansion and anticipate that
further expansion will be required to address potential growth in the demand for
our new and existing services. From January 1, 1998 to November 30, 2000, we
increased our number of employees from 83 to 2,016. In order to increase our
revenues significantly, we need to hire a substantial number of personnel in the
near future, including project management, engineering and direct sales and
marketing personnel. The actual number of employees we will need to hire is not
determinable and may fluctuate drastically depending on the size and number of
new contracts we receive and any changes to the scope of our existing projects.
If we do not effectively manage our growth, our business may be harmed.
We expect this expansion to continue to place a significant strain on our
managerial, operational and financial resources.
To manage the expected growth of our operations and personnel, we will be
required to:
. improve existing and implement new operational, financial and management
controls, reporting systems and procedures;
. complete the implementation of a new financial management and accounting
software program and install other new management information systems; and
. integrate, train, motivate and manage employees.
If we fail to address the issues above or if our expected growth does not
materialize, our business may be harmed.
We may not be able to hire or retain a sufficient number of qualified engineers,
project managers and other employees to sustain our growth, meet our contract
commitments or maintain the quality of our services.
Our future success will depend on our ability to attract and retain additional
highly skilled engineering, managerial, marketing and sales personnel.
Competition for such personnel is intense, especially for engineers and project
managers, and we may be unable to attract sufficiently qualified personnel in
adequate numbers to meet the demand for our services. In addition, as of
November 30, 2000, 19% of our employees in the United States were working under
H-1B visas. H-1B visas are a special class of nonimmigrant working visas for
qualified aliens working in specialty occupations, including, for example, radio
frequency engineers. Even in light of recently enacted legislation which has
broadened the ability of companies such as ours to maintain an H-1B visa
program, certain regulations that have been proposed by the Department of Labor
could, if adopted, temporarily place greater requirements on H-1B dependent
companies, such as ours, and could restrict our ability to hire workers under
the H-1B visa category in the future. In addition, immigration policies are
subject to rapid change and any significant changes in immigration law or
regulations may further restrict our ability to continue to employ or to hire
new workers on H-1B visas and could harm our business.
We expect our quarterly results to fluctuate. If we fail to meet earnings
estimates, the price of our common stock could decline.
Our quarterly and annual operating results have fluctuated in the past and will
vary in the future due to a variety of factors, many of which are outside of our
control. The factors outside of our control include:
. the timing and size of network deployment by our carrier customers and the
timing and size of orders for network equipment built by our vendor customers;
. fluctuations in demand for our services;
. the length of sales cycles;
. reductions in the prices of services offered by our competitors;
. costs of integrating technologies or businesses; and
. telecom market conditions and economic conditions generally.
The factors within our control include:
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. changes in the actual and estimated costs and timing to complete fixed-price,
time-certain projects;
. the timing of expansion into new markets, both domestically and
internationally; and
. the timing and payments associated with possible acquisitions.
Due to these factors, quarterly revenues, expenses and results of operations
could vary significantly in the future. You should take these factors into
account when evaluating past periods, and, because of the potential variability
due to these factors, you should not rely upon results of past periods as an
indication of our future performance. In addition, the long-term viability of
our business could be negatively impacted if there were a downward trend in our
revenues and results of operations. Because our operating results may vary
significantly from quarter to quarter based upon the factors described above,
results may not meet the expectations of securities analysts and investors, and
this could cause the price of our common stock to decline significantly.
An increasing percentage of our revenue is accounted for on a
percentage-of-completion basis which could cause our quarterly results to
fluctuate.
An increasing percentage of our revenue is derived from fixed priced contracts
which are accounted for on a percentage-of-completion basis. The portion of our
revenue from fixed price contracts has grown significantly as a percentage of
revenues and accounted for approximately 72% of our revenues for the nine-month
period ended September 30, 2000. With the percentage-of-completion method, in
each period we recognize expenses as they are incurred and we recognize revenue
based on a comparison of the current costs incurred for the project to the then
estimated total costs of the project. Accordingly, the revenue we recognize in a
given quarter depends on the costs we have incurred for individual projects and
our then current estimate of the total remaining costs to complete individual
projects. If in any period we significantly increase our estimate of the total
costs to complete a project, we may recognize very little or no additional
revenue with respect to that project. As a result, our gross margin in such
period and in future periods may be significantly reduced and in some cases we
may recognize a loss on individual projects prior to their completion. For
example, in 1999 we revised the estimated costs to complete two large contracts
which resulted in a reduction of gross margins of 9.9% in the first quarter of
1999 and 6.9% in the second quarter of 1999. To the extent that our estimates
fluctuate over time or differ from actual requirements, gross margins in
subsequent quarters may vary significantly from our estimates and could harm our
business and financial results.
Our business may be harmed if we increase our staffing levels in anticipation of
a project and underutilize our personnel because such project is delayed,
reduced or terminated.
Since our business is driven by large, and sometimes multi-year, contracts, we
forecast our personnel needs for future projected business. If we increase our
staffing levels in anticipation of a project and such project is delayed,
reduced or terminated, we may underutilize these additional personnel, which
would increase our general and administrative expenses and could harm our
business.
Our short operating history and recent growth in expanding services limits our
ability to forecast operating results.
Due to our limited operating history, we may have difficulty accurately
predicting revenues for future periods and appropriately budgeting for expenses,
and, because most of our expenses are incurred in advance of anticipated
revenues, we may not be able to decrease our expenses in a timely manner to
offset any unexpected shortfall in revenues.
We have generated revenues for only five years and, thus, we have only a short
history from which to predict future revenues. This limited operating
experience, combined with our recent growth and expanded services, reduces our
ability to accurately forecast our quarterly and annual revenues. Further, we
plan our operating expenses based primarily on these revenue projections.
Our success is dependent on the continued growth in the deployment of wireless
networks.
The wireless telecom industry has experienced a dramatic rate of growth both in
the United States and internationally. If the rate of growth slows and carriers
reduce their capital investments in wireless infrastructure or fail to expand
into new geographies, our business may be harmed.
Our success is dependent on the continued trend toward outsourcing wireless
telecom services.
Our success is dependent on the continued trend by wireless carriers and network
equipment vendors to outsource for their network design, deployment and
management needs. If wireless carriers and network equipment vendors elect to
perform more network deployment services themselves, our revenues may decline
and our business would be harmed.
Our revenues will be negatively impacted if there are delays in the deployment
of new wireless networks.
A significant portion of our revenue is generated from new licensees seeking to
deploy their networks. To date, the pace of network deployment has sometimes
been slower than expected, due in part to difficulty experienced by holders of
licenses in raising the necessary financing, and there can be no assurance that
future bidders for licenses will not experience similar difficulties. There has
also been substantial regulatory uncertainty regarding
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payments owed to the United States Government by past successful wireless
bidders, and such uncertainty has delayed network deployments. In addition,
factors adversely affecting the demand for wireless services, such as
allegations of health risks associated with the use of cellular phones, could
slow or delay the deployment of wireless networks. These factors, as well as
future legislation, delays in granting the use of spectrum by the United States
Government, legal decisions and regulation may slow or delay the deployment of
wireless networks, which, in turn, could harm our business.
If our customers do not receive sufficient financing, our business may be
seriously harmed.
Some of our customers and potential customers are new companies with limited or
no operating histories and limited financial resources. These customers often
must obtain significant amounts of financing to pay for their spectrum licenses,
fund operations and deploy their networks. Other customers of ours rely upon
outside financing to pay the considerable costs of deploying their networks. In
either instance, we frequently work with such companies prior to their receipt
of financing. If these companies fail to receive adequate financing or
experience delays in receiving financing, particularly after we have begun
working with them, our business may be seriously harmed.
The consolidation of equipment vendors or carriers could impact our business.
Recently, the wireless telecom industry has been characterized by significant
consolidation activity. This consolidation may lead to a greater ability among
equipment vendors and carriers to provide a full suite of network services, and
could simplify integration and installation, which may lead to a reduction in
demand for our services. Moreover, the consolidation of equipment vendors or
carriers could have the effect of reducing the number of our current or
potential customers which could result in their increased bargaining power. This
potential increase in bargaining power could create competitive pressures
whereby a particular customer may request our exclusivity with them in a
particular market and put downward pressure on the prices we charge for our
services. Accordingly, we may not be able to serve some customers who wish to
retain our services.
A loss of one or more of our key customers or delays in project timing for such
customers could cause a significant decrease in our net revenues.
We have derived, and believe that we will continue to derive, a significant
portion of our revenues from a limited number of customers. For example, for
the nine months ended September 30, 2000, we derived 24% of our revenues from
one customer, Metricom. We anticipate that our key customers will change in the
future as current projects are completed and new projects begin. The services
required by any one customer can be limited by a number of factors, including
industry consolidation, technological developments, economic slowdown and
internal budget constraints. None of our customers is obligated to purchase
additional services and most of our customer contracts can be terminated without
cause or penalty by the customer on notice to us of 90 days or less. As a result
of these factors, the volume of work performed for specific customers is likely
to vary from period to period, and a major customer in one period may not use
our services in a subsequent period. Accordingly, we cannot be certain that
present or future customers will not terminate their network service
arrangements with us or significantly reduce or delay their contracts. Any
termination, change, reduction or delay in our projects could seriously harm our
business.
Our operating results may suffer because of competition in the wireless services
industry.
The network services market is highly competitive and fragmented and is served
by numerous companies. Many of these competitors have significantly greater
financial, technical and marketing resources, generate greater revenues and have
greater name recognition and experience than we. We do not know of any
competitors that are dominant in our industry. We believe that the principal
competitive factors in our market include the ability to deliver results within
budget and on time, reputation, accountability, project management expertise,
industry experience and pricing. In addition, expertise in new and evolving
technologies, such as wireless Internet services, has become increasingly
important. We also believe our ability to compete depends on a number of factors
outside of our control, including:
. the prices at which others offer competitive services;
. the ability and willingness of our competitors to finance customers' projects
on favorable terms;
. the ability of our customers to perform the services themselves; and
. the extent of our competitors' responsiveness to customer needs.
We may not be able to compete effectively on these or other bases, and, as a
result, our revenues or income may decline and harm our business.
We must keep pace with rapid technological change, market conditions and
industry developments to maintain or grow our revenues.
The market for wireless and other network system design, deployment and
management services is characterized by rapid change and technological
improvements. Our future success will depend in part on our ability to enhance
our current service offerings to keep pace with technological developments and
to address increasingly sophisticated customer needs. We may not be successful
in developing and marketing in a timely manner service offerings that respond to
the technological advances by others and our services may not adequately or
competitively address the needs of the
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changing marketplace. If we are not successful in responding in a timely manner
to technological change, market conditions and industry developments, our
revenues may decline and our business may be harmed.
Our business operations could be significantly disrupted if we lose members of
our management team.
Our success depends to a significant degree upon the continued contributions of
our executive officers, both individually and as a group. Our future performance
will be substantially dependent on our ability to retain and motivate them. In
addition, we do not carry key-person life insurance to cover the loss of members
of our management team. The loss of the services of any of our executive
officers, particularly Massih Tayebi, our Chairman, Masood K. Tayebi, our Chief
Executive Officer, or Thomas Munro, our President, could prevent us from
executing our business strategy and could materially harm our business.
We may not be successful in our efforts to identify, acquire or integrate
acquisitions.
Our failure to manage risks associated with acquisitions could harm our
business. An important component of our business strategy is to expand our
presence in new or existing markets by acquiring additional businesses. Since
January 1, 2000 we have acquired ownership interests in eight businesses. We are
almost continuously engaged in discussions or negotiations regarding the
acquisition of businesses or strategic investments in businesses, some
potentially material in relation to our size. We may not be able to identify,
acquire or profitably manage additional businesses or integrate successfully any
acquired businesses without substantial expense, delay or other operational or
financial problems. Acquisitions involve a number of risks, including:
. diversion of management's attention;
. difficulty in integrating and absorbing the acquired business, its employees,
corporate culture, managerial systems and processes and services;
. failure to retain key personnel and employee turnover;
. customer dissatisfaction or performance problems with an acquired firm;
. assumption of unknown liabilities; and
. other unanticipated events or circumstances.
We may not be successful in our efforts to integrate international acquisitions.
A key component of our business model is to expand our operations into
international markets. We have accomplished this through the establishment of
offices in Brazil, India and Mexico, among others, and through our recent
acquisitions of Questus Ltd. in the United Kingdom and Telia Contractors, AB in
Sweden. International acquisitions pose a challenge to our business, as we must
integrate operations despite differences in culture, language and legal
environments. To date, we have limited experience with international
acquisitions and face certain related risks, including:
. difficulties in staffing, managing and integrating international operations
due to language, cultural or other factors;
. different, or conflicting regulatory or legal requirements;
. foreign currency fluctuations; and
. distractions of significant management time and attention.
Our failure to address these risks could inhibit or preclude our efforts to
pursue international acquisitions.
We have recently expanded our operations internationally. Our failure to manage
our international operations effectively could harm our business.
From January 1, 1998 through November 30, 2000, we were engaged on projects in
47 countries, and we currently have operations overseas, including offices in
Brazil, India, Mexico, Sweden and the United Kingdom. For the nine months ended
September 30, 2000, international operations accounted for approximately 27% of
our total revenues. We believe that the percentage of total revenues
attributable to international operations will continue to be significant. We
intend to expand our existing international operations and may enter additional
international markets, which will require significant management attention and
financial resources and could adversely affect our operating margins and
earnings. In order to expand our international operations, we will need to hire
additional personnel and develop relationships with potential international
customers. To the extent that we are unable to do so on a timely basis, our
growth in international markets would be limited, and our business would be
harmed.
Our international business operations are subject to a number of material risks,
including, but not limited to:
. difficulties in building and managing foreign operations;
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. difficulties in enforcing agreements and collecting receivables through
foreign legal systems and addressing other legal issues;
. longer payment cycles;
. taxation issues;
. fluctuations in the value of foreign currencies; and
. unexpected domestic and international regulatory, economic or political
changes.
To date, we have encountered each of the risks set forth above in our
international operations. If we are unable to expand and manage our
international operations effectively, our business may be harmed.
Fluctuations in the value of foreign currencies could harm our profitability.
The majority of our international sales are currently denominated in U.S.
dollars. As a result of some of our recent acquisitions as well as the growth of
our foreign operations, an increasing portion of our international sales are
denominated in foreign currencies. Fluctuations in the value of the U.S. dollar
and foreign currencies may make our services more expensive than local service
offerings. This could make our service offerings less competitive than local
service offerings, which could harm our business. To date, our experience with
this foreign currency risk has predominately related to the Brazilian real. We
do not currently engage in currency hedging activities to limit the risks of
exchange rate fluctuations. Therefore, fluctuations in the value of foreign
currencies could have a negative impact on the profitability of our global
operations, which would harm our business and financial results.
We may encounter potential costs or claims resulting from project performance.
Our engagements often involve large scale, highly complex projects. Our
performance on such projects frequently depends upon our ability to manage our
relationship with our customers, effectively administer the project and deploy
appropriate resources, both our own personnel and third party contractors, in a
timely manner. Many of our engagements involve projects that are significant to
the operations of our customers' businesses. Our failure to meet a customer's
expectations in the planning or implementation of a project or the failure of
our personnel or third party contractors to meet project completion deadlines
could damage our reputation, result in termination of our engagement and
adversely affect our ability to attract new business. We frequently undertake
projects in which we guarantee performance based upon defined operating
specifications or guaranteed delivery dates. Unsatisfactory performance or
unanticipated difficulties or delays in completing such projects may result in a
direct reduction in payments to us, or payment of damages by us, which could
harm our business.
The price of our common stock may be volatile.
The trading price of our common stock has been and could in the future be
subject to significant fluctuations in response to variations in quarterly
operating results, developments in the wireless communications industry, general
economic conditions, changes in securities analysts' recommendations regarding
our securities and other factors. In addition, the stock market in recent years
has experienced significant price and volume fluctuations which have affected
the market prices of technology and telecommunications companies and which have
often been unrelated to or disproportionately impacted by the operating
performance of such companies. These broad market fluctuations may harm the
market price of our common stock.
Provisions in our charter documents and Delaware law may make it difficult for a
third party to acquire our company and could depress the price of our common
stock.
Delaware corporate law and our certificate of incorporation and bylaws contain
provisions that could delay, defer or prevent a change in control of our company
or our management. These provisions could also discourage proxy contests and
make it more difficult for our stockholders to elect directors and take other
corporate actions. As a result, these provisions could limit the price that
investors are willing to pay in the future for shares of our common stock. These
provisions include:
. authorizing the board of directors to issue preferred stock;
. prohibiting cumulative voting in the election of directors;
. limiting the persons who may call special meetings of stockholders;
. prohibiting stockholder action by written consent; and
. establishing advance notice requirements for nominations for election to the
board of directors or for proposing matters that can be acted on by
stockholders at stockholder meetings.
9
<PAGE>
We are also subject to certain provisions of Delaware law which could delay,
deter or prevent us from entering into an acquisition, including Section 203 of
the Delaware General Corporation Law, which prohibits a Delaware corporation
from engaging in a business combination with an interested stockholder unless
specific conditions are met.
10
<PAGE>
USE OF PROCEEDS
The proceeds from the sale of the common stock offered by this prospectus are
solely for the account of the selling stockholders. We will not receive any
proceeds from the sale of these shares.
SELLING STOCKHOLDERS
We are registering for resale certain shares of our common stock held by the
stockholders identified below. The following table sets forth:
. the name of the selling stockholders;
. the number and percent of our common stock that the selling stockholders
beneficially owned prior to the offering for resale of any of the shares of
our common stock being registered by the registration statement of which this
prospectus is a part;
. the number of shares of our common stock that may be offered for resale for
the account of the selling stockholders pursuant to this prospectus; and
. the number and percent of shares of our common stock to be held by the selling
stockholders after the offering of the resale shares (assuming all of the
resale shares are sold by the selling stockholders).
This information is based on information provided by the selling stockholders,
schedules 13G and/or other public documents filed with the SEC, and assumes the
sale of all of the resale shares by the selling stockholders. The term "selling
stockholders" includes the stockholders listed below and their transferees,
pledgees, donees or other successors. The applicable percentages of ownership
are based on an aggregate of 43,246,607 shares of common stock issued and
outstanding as of December 26, 2000. The number of shares beneficially owned by
each stockholder is determined under rules promulgated by the SEC, and the
information is not necessarily indicative of beneficial ownership for any other
purpose.
<TABLE>
<CAPTION>
Shares Beneficially Shares Beneficially
Owned Prior to Offering Number of Owned After Offering
------------------------- Shares ---------------------------
Selling Stockholder Number Percent Being Number Percent
------------------- ------ ------- Offered ------- -------
-------
<S> <C> <C> <C> <C> <C>
Comcor Advisory Services, Inc. 21,425 (1) * 21,425 (1) 0 0
Davis Bay, LLC 49,313 (2) * 49,313 (2) 0 0
The Walter Group, Inc. 95,062 (3) * 95,062 (3) 0 0
CGB Privatstiftung 73,570 (4) * 73,570 (4) 0 0
Dr. Michael E. Ralph 58,857 (5) * 58,857 (5) 0 0
FlyingSpark BV 9,023 (6) * 9,023 (6) 0 0
Ian Beeby 1,558 (7) * 1,558 (7) 0 0
Lars Bergquist 382 (8) * 382 (8) 0 0
John Bratley 2,913 (9) * 2,913 (9) 0 0
Janet Bratley 2,913 (10) * 2,913 (10) 0 0
Paul Chambers 449 (11) * 449 (11) 0 0
Veronique de Keyzer 270 (12) * 270 (12) 0 0
Richard Deasington 623 (13) * 623 (13) 0 0
Ola Ejnarsson 205 (14) * 205 (14) 0 0
Martin Farrimond 449 (15) * 449 (15) 0 0
Robert Filkins 130 (16) * 130 (16) 0 0
Werner Gerstacker 299 (17) * 299 (17) 0 0
Robert Harrison 608 (18) * 608 (18) 0 0
Alan Herbert 274 (19) * 274 (19) 0 0
Steven Jones 449 (20) * 449 (20) 0 0
Anya Liss 788 (21) * 788 (21) 0 0
Peter Liss 449 (22) * 449 (22) 0 0
George Matheson 1,090 (23) * 1,090 (23) 0 0
Adrian Porter 249 (24) * 249 (24) 0 0
Xiaohong Quan 1,261 (25) * 1,261 (25) 0 0
Ulrich Reinecker 491 (26) * 491 (26) 0 0
Lars Renstrom 328 (27) * 328 (27) 0 0
Dominque Reverdy 219 (28) * 219 (28) 0 0
Judith Robertson 2,344 (29) * 2,344 (29) 0 0
Alex Sharpe 449 (30) * 449 (30) 0 0
Philipp Thurn Und Taxis 468 (31) * 468 (31) 0 0
Sarah Whitworth 399 (32) * 399 (32) 0 0
</TABLE>
11
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C>
Christine Hazel Megan Whitworth 399 (33) * 399 (33) 0 0
Peter Thomas Whitworth 399 (34) * 399 (34) 0 0
Sandra Lee Whitworth 1,521 (35) * 1,521 (35) 0 0
Russell Whitworth 1,521 (36) * 1,521 (36) 0 0
</TABLE>
_________________________________
* Represents beneficial ownership of less than 1% of the outstanding shares of
our common stock.
(1) Includes 9,233 shares held in escrow.
(2) Includes 6,164 shares held in escrow.
(3) Includes 44,517 shares held in escrow.
(4) Includes 18,490 shares held in escrow.
(5) Includes 14,792 shares held in escrow.
(6) Includes 4,021 shares held in escrow.
(7) Includes 694 shares held in escrow.
(8) Includes 170 shares held in escrow.
(9) Includes 1,037 shares held by John Bratley in escrow, 260 shares held by
Janet Bratley in escrow and 325 shares that Janet Bratley owns outright.
(10) Includes 260 shares held by Janet Bratley in escrow, 1,037 shares held by
John Bratley in escrow and 1,291 shares that John Bratley owns outright
(11) Includes 200 shares held in escrow.
(12) Includes 120 shares held in escrow.
(13) Includes 277 shares held in escrow.
(14) Includes 91 shares held in escrow.
(15) Includes 200 shares held in escrow.
(16) Includes 58 shares held in escrow.
(17) Includes 133 shares held in escrow.
(18) Includes 271 shares held in escrow.
(19) Includes 122 shares held in escrow.
(20) Includes 200 shares held in escrow.
(21) Includes 351 shares held in escrow.
(22) Includes 200 shares held in escrow.
(23) Includes 486 shares held in escrow.
(24) Includes 111 shares held in escrow.
(25) Includes 562 shares held in escrow.
(26) Includes 219 shares held in escrow.
(27) Includes 146 shares held in escrow.
(28) Includes 97 shares held in escrow.
(29) Includes 1,044 shares held in escrow.
(30) Includes 200 shares held in escrow.
(31) Includes 208 shares held in escrow.
(32) Includes 178 shares held in escrow.
(33) Includes 178 shares held in escrow.
(34) Includes 178 shares held in escrow.
(35) Includes 222 shares held by Sandra Lee Whitworth in escrow, 456 shares held
by Russell Whitworth in escrow and 567 shares that Russell Whitworth owns
outright.
12
<PAGE>
(36) Includes 456 shares held by Russell Whitworth in escrow, 222 shares held by
Sandra Lee Whitworth in escrow and 276 shares that Sandra Lee Whitworth
owns outright.
PLAN OF DISTRIBUTION
The shares of common stock offered by the selling stockholders, or by their
pledgees, transferees or other successors in interest, may be sold from time to
time to purchasers directly by any of the selling stockholders acting as
principal for its own account in one or more transactions at a fixed price,
which may be changed, or at varying prices determined at the time of sale or at
negotiated prices. Alternatively, any of the selling stockholders may from time
to time offer the common stock through underwriters, dealers or agents who may
receive compensation in the form of underwriting discounts, commissions or
concessions from the selling stockholders and/or the purchasers of shares for
whom they may act as agent. Sales may be made on the Nasdaq National Market or
in private transactions. In addition to sales of common stock pursuant to the
registration statement of which this prospectus is a part, the selling
stockholders may sell such common stock in compliance with Rule 144 promulgated
under the Securities Act.
The selling stockholders and any agents, broker-dealers or underwriters that
participate in the distribution of the common stock offered hereby may be deemed
to be underwriters within the meaning of the Act, and any discounts, commissions
or concessions received by them and any profit on the resale of the common stock
purchased by them might be deemed to be underwriting discounts and commissions
under the Act.
In order to comply with the securities laws of certain states, if applicable,
the common stock may be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states the common stock may
not be sold unless it has been registered or qualified for sale or an exemption
from registration or qualification requirements is available and is complied
with.
In connection with our acquisitions of Comcor Advisory Services, Inc., Davis
Bay, LLC, Questus Ltd. and The Walter Group, Inc., we have agreed to register
the selling stockholders' common stock under applicable federal and state
securities laws under certain circumstances and at certain times. We will pay
substantially all of the expenses incidental to the offering and sale of the
common stock to the public, other than commissions, concessions and discounts of
underwriters, dealers or agents. Such expenses (excluding such commissions and
discounts) are estimated to be approximately $24,000.
LEGAL MATTERS
The validity of the shares of common stock being sold in this offering and other
legal matters relating to the offering will be passed upon for us by Cooley
Godward LLP, San Diego, California.
EXPERTS
The consolidated financial statements of Wireless Facilities, Inc. and
subsidiaries as of December 31, 1998 and 1999 and for each of the years in the
three-year period ended December 31, 1999, have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement on Form S-3 that we filed
with the Securities and Exchange Commission. Certain information in the
registration statement has been omitted from this prospectus in accordance with
the rules of the SEC. We file proxy statements and annual, quarterly and special
reports and other information with the SEC. You can inspect and copy the
registration statement as well as the reports, proxy statements and other
information we have filed with the SEC at the public reference room maintained
by the SEC at 450 Fifth Street, N. W., Washington, D.C., and at the SEC Regional
Offices located at Citicorp Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511 and 7 World Trade Center, Suite 1300, New York, New
York 10048. You can call the SEC at 1-800-732-0330 for further information about
the public reference rooms. We are also required to file electronic versions of
these documents with the SEC, which may be accessed from the SEC's World Wide
Web site at http://www.sec.gov. Reports, proxy and information statements and
other information concerning Wireless Facilities, Inc. may be inspected at The
Nasdaq Stock Market at 1735 K Street, N. W., Washington, D.C. 20006.
The SEC requires us to "incorporate by reference" certain of our publicly-filed
documents into this prospectus, which means that information included in those
documents is considered part of this prospectus. Information that we file with
the SEC after the effective date of this prospectus will automatically update
and supercede this information. We incorporate by reference the documents listed
below and any future filings made with the SEC under Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, or until we terminate the
effectiveness of this registration statement.
The following documents filed with the SEC are incorporated by reference in this
prospectus:
1. Our Annual Report on Form 10-K for the year ended December 31, 1999;
2. Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000,
June 30, 2000 and September 30, 2000;
3. Notice of Annual Meeting and Proxy Statement for the 2000 Annual Meeting
of Stockholders;
4. Current Report on Form 8-K filed October 25, 2000;
13
<PAGE>
5. The description of our common stock in our registration statement on Form
S-1 filed with the SEC on August 18, 1999, including any amendments or
reports filed for the purpose of updating such description; and
6. All of the filings pursuant to the Securities Exchange Act after the date
of filing of the original registration statement and prior to the
effectiveness of the registration statement.
We will furnish without charge to you, on written or oral request, a copy of any
or all of the documents incorporated by reference, other than exhibits to those
documents. You should direct any requests for documents to Marc Francios, 4810
Eastgate Mall, San Diego, Ca 92121, telephone: (858) 228-2000.
14
<PAGE>
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Any statements about our expectations, beliefs, plans, objectives, assumptions
or future events or performance are not historical facts and may be forward-
looking. These statements are often, but not always, made through the use of
words or phrases such as "anticipate," "estimate," "plans," "projects,"
"continuing," "ongoing," "expects," "management believes," "we believe," "we
intend" and similar words or phrases. Accordingly, these statements involve
estimates, assumptions and uncertainties which could cause actual results to
differ materially from those expressed in them. Any forward-looking statements
are qualified in their entirety by reference to the factors discussed throughout
this prospectus. Among the key factors that could cause actual results to differ
materially from the forward-looking statements:
. our ability to manage and sustain our growth;
. change in economic conditions of the various markets we serve;
. opportunities or acquisitions that we pursue; and
. the availability and terms of financing for our customers.
Because the risk factors referred to above could cause actual results or
outcomes to differ materially from those expressed in any forward-looking
statements made by us, you should not place undue reliance on any such forward-
looking statements. Further, any forward-looking statement speaks only as of the
date on which it is made, and we undertake no obligation to update any forward-
looking statement or statements to reflect events or circumstances after the
date on which such statement is made or to reflect the occurrence of
unanticipated events. New factors emerge from time to time, and it is not
possible for us to predict which will arise. In addition, we cannot assess the
impact of each factor on our business or the extent to which any factor, or
combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements.
15
<PAGE>
----------------------------
326,713 SHARES
COMMON STOCK
WIRELESS FACILITIES, INC.
----------------------------
PROSPECTUS
_________________, 2001
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The expenses in connection with the sale of the securities being registered are
set forth in the following table (all amounts except the registration fee are
estimated)
SEC Registration Fee.................................... $ 2,943
Printing and Engraving Expenses......................... $ 4,500
Legal Fees and Expenses................................. $ 10,000
Accounting Fees and Expenses............................ $ 6,000
Miscellaneous........................................... $ 557
---------
TOTAL................................................... $ 24,000
=========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Our bylaws provide that we shall indemnify our directors, officers, employees
and agents to the fullest extent permitted by Delaware law, except with respect
to certain proceedings initiated by such persons. We are also empowered under
our bylaws to purchase insurance on behalf of any director, officer, employee,
or agent whether or not we would be required to indemnify this person. We have
also entered into indemnification agreements with each of our directors and
executive officers.
In addition, our restated certificate of incorporation provides that our
directors will not be personally liable to us or our stockholders for monetary
damages for any breach of fiduciary duty as a director, except for liability:
. for any breach of the director's duty of loyalty to us or our stockholders;
. for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law;
. under Section 174 of the Delaware General Corporation Law; or
. for any transaction from which the director derives an improper personal
benefit.
Our restated certificate of incorporation also provides that if the Delaware
General Corporation Law is amended after the approval by our stockholders of the
restated certificate of incorporation to authorize corporate action further
eliminating or limiting the personal liability of directors, then the liability
of our directors shall be eliminated or limited to the fullest extent permitted
by the Delaware General Corporation Law. The provision does not affect a
director's responsibilities under any other law, such as the federal securities
laws or state or federal environmental laws.
ITEM 16. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------ -----------------------
4.1 Certificate for shares of common stock of the Company.(1)
5.1 Opinion of Cooley Godward LLP, to be filed by amendment.
23.1 Independent Auditors' Consent.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney (see signature page hereto).
___________________________
II-1
<PAGE>
(1) Incorporated by reference to Exhibit 4.1 filed with the Company's
registration statement on Form S-1 (File No. 333-85515) filed August 18,
1999, or with any amendments thereto. Such registration statement became
effective November 4, 1999.
ITEM 17. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registration hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities under the Securities Act of 1933
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriated
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on December 29, 2000.
WIRELESS FACILITIES, INC
By: /s/ Masood K. Tayebi
---------------------------------------
Masood K. Tayebi
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Masood K. Tayebi, Massih Tayebi and/or
Thomas A. Munro and each of them, as his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments, exhibits thereto and other
documents in connection therewith) to this Registration Statement and any
subsequent registration statement filed by the registrant pursuant to Rule
462(b) of the Securities Act of 1933, as amended, which relates to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Massih Tayebi Chairman and Director December 29, 2000
------------------------
Massih Tayebi
/s/ Masood K. Tayebi Chief Executive Officer and Director December 29, 2000
------------------------
Masood K. Tayebi (Principal Executive Officer)
/s/ Terry Ashwill Chief Financial Officer December 29, 2000
------------------------
Terry Ashwill (Principal Financial and
Accounting Officer)
/s/ Scott Anderson Director December 29, 2000
------------------------
Scott Anderson
/s/ Bandel Carano Director December 29, 2000
------------------------
Bandel Carano
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
-----------------------
4.1 Certificate for shares of common stock of the Company.(1)
5.1 Opinion of Cooley Godward LLP, to be filed by amendment.
23.1 Independent Auditors' Consent.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney (see signature page hereto).
(1) Incorporated by reference to Exhibit 4.1 filed with the Company's
registration statement on Form S-1 (File No. 333-85515) filed August 18,
1999, or with any amendments thereto. Such registration statement became
effective November 4, 1999.
