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As filed with the Securities and Exchange Commission on December 3, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
AIRONET WIRELESS COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 34-1758180
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3875 EMBASSY PARKWAY
AKRON, OH 44333
(Address of Principal Executive Offices)
---------------
AMENDED AND RESTATED AIRONET WIRELESS COMMUNICATIONS, INC.
1996 STOCK OPTION PLAN (AS AMENDED)
(Full Title of the Plan)
--------------
<TABLE>
<S> <C>
ROGER J. MURPHY, JR. JAY R. FAEGES, ESQ.
PRESIDENT & CHIEF EXECUTIVE OFFICER GOODMAN WEISS MILLER LLP
3875 EMBASSY PARKWAY 100 ERIEVIEW PLAZA, 27TH FLOOR
AKRON, OH 44333 CLEVELAND, OH 44114
TELEPHONE: (330) 664-7900 TELEPHONE: (216) 696-3366
FAX: (330) 664-7922 FAX: (216) 363-5835
(Name, Address, and Telephone Number, Including Area Code, (Agent to Receive Comments and Other
of Agent for Service) Communications)
</TABLE>
--------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------- -------------------- ----------------- ------------- ----------------
TITLE OF EACH CLASS OF AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) MAXIMUM MAXIMUM REGISTRATION
OFFERING PRICE AGGREGATE FEE
PER UNIT OFFERING
PRICE
- -------------------------------------------- -------------------- ----------------- ------------- ----------------
<S> <C> <C> <C> <C>
Common Stock ($.01 par value per share)..... 1,297,834 $ 3.50(2) $ 4,542,419 $ 1,199.20
Common Stock ($.01 par value per share)..... 347,000 $57.41(3) $19,921,270 $ 5,259.22
--------- ------ ----------- ----------
Total.................................. 1,644,834 N/A $24,463,689 $ 6,458.42
- -------------------------------------------- -------------------- ----------------- ------------- ----------------
(1) The subject shares of Common Stock of the Registrant have been or may
be issued pursuant to the Amended and Restated Aironet Wireless
Communications, Inc. 1996 Stock Option Plan (as amended, the "Plan").
In accordance with Rule 416 of the Securities Act of 1933, as amended,
(the "Securities Act") this Registration Statement also covers an
indeterminate number of additional securities as may become issuable
pursuant to the antidilution provisions of such plan in the event of
any stock splits, stock dividends or similar transactions specified in
the Plan.
(2) Calculated based upon the maximum exercise price per share pursuant to
Rule 457(h) of the Securities Act.
(3) Estimated solely for the purpose of calculating the registration fee,
in accordance with Rule 457(c) and (h) of the Securities Act, on the
basis of the average of the high ($57.75) and low ($57.06) prices of
the Common Stock of Aironet Wireless Communications, Inc. as reported
on the Nasdaq National Market on December 2, 1999.
</TABLE>
<PAGE> 2
EXPLANATORY NOTE
Aironet Wireless Communications, Inc. has prepared this Registration
Statement in accordance with the requirements of Form S-8 under the Securities
Act of 1933, as amended (the "Securities Act") to register shares of common
stock issuable pursuant to the Plan.
Under cover of this Registration Statement on Form S-8 is a Reoffer
Prospectus of Aironet Wireless Communications, Inc. prepared in accordance with
Part I of Form S-3 under the Securities Act. This Reoffer Prospectus has been
prepared pursuant to Instruction C of Form S-8, in accordance with this
requirements of Part I of Form S-3 and may be used for reofferings and resales
on a continuous or delayed basis in the future of up to an aggregate of 347,000
"restricted securities" which have been issued prior to the filing of this
Registration Statement.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I, Items 1 and 2, will be included in
documents sent or given to participants in the Plan pursuant to Rule
428(b)(1) of the Securities Act.
2
<PAGE> 3
REOFFER PROSPECTUS
- ------------------
[LOGO] AIRONET (TM)
AIRONET WIRELESS COMMUNICATIONS, INC.
------------------------------------
347,000 Shares
COMMON STOCK
(par value $.01 per share)
------------------------------------
This prospectus relates to 347,000 shares of common stock of Aironet
Wireless Communications, Inc., which may be offered from time to time by the
selling stockholders identified on page 12 of this prospectus under the caption
"Selling Stockholders" for their own accounts. Each of the selling stockholders
named below acquired the shares of common stock covered by this prospectus
pursuant to the Amended and Restated Aironet Wireless Communications, Inc. 1996
Stock Option Plan (the "Plan") as employees, officers, directors, consultants or
independent contractors of Aironet or its former parent corporation.
It is anticipated that the selling stockholders will offer shares for
sale at prevailing prices in the Nasdaq National Market on the date of sale or
in negotiated transactions. We will receive no part of the proceeds from sales
made under this prospectus. We are paying the expenses incurred in registering
the shares, but all selling and other expenses incurred by each of the selling
stockholders will be borne by that selling stockholder.
Among the shares of common stock, there are shares which are
"restricted securities" under the Securities Act of 1933, as amended (the
"Securities Act"), before their sale under this prospectus. This prospectus has
been prepared for the purpose of registering the shares of common stock under
the Securities Act to allow for future sale by the selling stockholders, on a
continuous or delayed basis, to the public without restriction. Each selling
stockholder and any participating broker or dealer may be deemed to be an
"underwriter" within the meaning of the Securities Act, in which event any
profit on the sale of shares by the selling stockholder and any commissions or
discounts received by those brokers or dealers may be deemed to be underwriting
compensation under the Securities Act.
Our common stock is traded on the Nasdaq National Market under the
symbol "AIRO." On December 2, 1999, the last reported sale price of our common
stock on the Nasdaq National Market was $57.44 per share.
------------------------------------
INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 2 OF THIS PROSPECTUS.
------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
------------------------------------
December 3, 1999
------------------------------------
3
<PAGE> 4
TABLE OF CONTENTS
PAGE
----
THE COMPANY............................................................... 1
RISK FACTORS.............................................................. 2
FORWARD-LOOKING STATEMENTS................................................11
USE OF PROCEEDS...........................................................12
SELLING STOCKHOLDERS......................................................12
PLAN OF DISTRIBUTION......................................................13
LEGAL MATTERS.............................................................13
EXPERTS...................................................................14
DOCUMENTS INCORPORATED BY REFERENCE.......................................14
ADDITIONAL INFORMATION....................................................14
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THE COMPANY
We are a leading provider of high speed, standards-based wireless local
area networking solutions. Our products are designed to provide wireless
connections to local area computer networks and Internet access to personal
computer users within a building or campus environment. Our products utilize
radio frequency and data communication technologies to wirelessly connect users
to data networks ranging in size and complexity from corporate computer networks
to home networks. In a business setting, our wireless local area network
solutions are used as extensions to existing networks, enabling personal
computer users to maintain a wireless network connection anywhere throughout a
building or around a campus. Our flagship products, the 4800 Turbo DS series,
are the first commercially available wireless local area network products to
operate at speeds of 11 Mbps in the unlicensed 2.4 GHz radio frequency band. The
4800 Turbo DS series provides bandwidth sufficient for data- intensive
applications and high speed Internet access, as well as emerging streaming video
and voice over computer network applications.
We offer comprehensive solutions to our customers based on both Direct
Sequence and Frequency Hopping spread spectrum radio technologies. As a result,
we are able to offer our customers the wireless local area network solution best
suited to their specific environment and needs. Our broad product portfolio
includes PC cards, network interface cards, access points, bridges and network
management software. As a major contributor to, and proponent of the Institute
of Electrical and Electronic Engineers 802.11 industry standard for wireless
local area networks, we have designed our primary products to interoperate with
other standards-based products. Our 802.11 based products operate in the
unlicensed 2.4 GHz radio frequency band and support major network operating
systems, standard software and hardware interfaces and network protocols. As a
result, our products can be interfaced easily into existing network and Internet
infrastructures.
Over the past several years, many organizations have benefitted from
wireless networking solutions. Wireless networks allow mobile computing, reduced
network infrastructure costs and improved overall operational efficiency.
Wireless local area networks have been widely adopted in several vertical
markets, such as the retail, warehousing and distribution industries. Recent
developments, including the wide adoption of the 802.11 industry standard for
wireless local area networks, the availability of faster data rates of at least
10 Mbps and the availability of wireless single piece PC card adapters, have
collectively resulted in the emergence and growth of wireless local area network
solutions in broader networking markets. Today, the desire for pervasive network
and Internet connectivity, the preference for mobile computing and the need to
deploy and reconfigure networks rapidly and cost-effectively, are all factors
contributing to the increase in market demand for wireless local area networks.
Our objective is to become a dominant worldwide developer and provider
of high speed wireless local area computer network products. We intend to
achieve our objective by implementing the following strategies:
- leveraging our leadership in 2.4 GHz spread spectrum, media
access control chip, and network architecture technologies to
maintain our competitive advantage in the areas of data rate
and throughput, range and network management;
- strengthening brand awareness of our products by continuing to
promote the Aironet brand as synonymous with high speed,
cost-effective wireless local area computer network products
that are standards-based, easily deployable and reliable;
- delivering solutions based on the 802.11 and other wireless
local area computer network standards, and actively
participating in workgroups that define wireless network
standards to influence the direction of these standards; and
- expanding channel distribution by strengthening relationships
with existing channel partners and adding new channel
partners, both in domestic and international markets.
We market our wireless local area computer network products in the
United States and abroad through an indirect sales and marketing organization
consisting primarily of distributors, resellers and original equipment
manufacturers. Our U.S. distributors include Business Partner Solutions, Inc.,
Ingram Micro Inc. and Tech Data Corporation.
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<PAGE> 6
Our principal offices are located at 3875 Embassy Parkway, Akron, Ohio
44333, and our telephone number is (330) 664-7900. We maintain a website at
http:\\www.aironet.com. The contents of our website are not part of this
prospectus.
RISK FACTORS
You should carefully consider the risks described below and the other
information in this prospectus before deciding to buy shares of our common
stock. If any of the following risks or uncertainties actually occur, our
business could be adversely affected. In that event, the trading price of our
common stock could decline, and you could lose all or a part of your investment.
This prospectus also contains forward-looking statements that involve
risks and uncertainties. Our actual results could differ materially from those
anticipated in the forward-looking statements as a result of various risks and
uncertainties, including those described below and elsewhere in this prospectus.
WE MAY NOT COMPLETE OUR MERGER WITH CISCO
Pursuant to an Agreement and Plan of Merger and Reorganization dated as
of November 8, 1999 (the "Merger Agreement") by and among Cisco Systems, Inc.
("Cisco"), Aironet and Osprey Acquisition Corporation, a wholly-owned subsidiary
of Cisco ("Merger Sub"), Merger Sub will merge (the "Merger") with and into
Aironet, with the separate corporate existence of Merger Sub ceasing and Aironet
continuing as the surviving corporation and a wholly-owned subsidiary of Cisco.
At the effective time of the Merger (the "Effective Time"), each share of
Aironet's common stock issued and outstanding immediately prior to the Effective
Time will be converted automatically into the right to receive 0.63734 shares of
Cisco's common stock, and the Aironet stock will be deregistered and delisted.
The value of the transaction based on the trading price of Cisco's common stock
on the date of the Merger Agreement is approximately $799 million.
The consummation of the Merger is subject to various conditions
precedent, including (i) approval of the Merger Agreement by the stockholders of
Aironet and (ii) expiration or early termination of the waiting period required
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
If our Merger with Cisco is not completed for any reason, we may be
subject to a number of material risks, including the following: (i) Aironet may
be required to pay Cisco a termination fee of $25 million, (ii) the option
granted to Cisco by Aironet may become exercisable, under certain circumstances,
(iii) the price of Aironet common stock may decline to the extent that the
current market price of Aironet common stock reflects a market assumption that
the merger will be completed and (iv) costs related to the merger, such as
legal, accounting and financial advisor fees, must be paid even if the merger is
not completed. In addition, Aironet's customers may, in response to the
announcement of the merger, delay or defer purchasing decisions. Any delay or
deferral in purchasing decisions by Aironet customers could have a material
adverse effect on Aironet's business, regardless of whether or not the merger is
ultimately completed. Similarly, current and prospective Aironet employees may
experience uncertainty about their future role with Cisco until Cisco's
strategies with regard to Aironet are announced and executed. This may adversely
affect Aironet's ability to attract and retain key management, sales, marketing
and technical personnel. Further, if the merger is terminated and Aironet's
board of directors determines to seek another merger or business combination,
there can be no assurance that it will be able to find a partner willing to pay
an equivalent or more attractive price than that which would be paid in the
merger. In addition, while the Merger Agreement is in effect and subject to
certain limited exceptions, Aironet is prohibited from soliciting, initiating or
encouraging or entering into certain extraordinary transactions, such as a
merger, sale of assets or other business combination, with any party other than
Cisco.
OUR LIMITED OPERATING HISTORY MAKES IT DIFFICULT TO EVALUATE OUR BUSINESS AND
PROSPECTS
We were incorporated in 1993 and therefore have only a short operating
history for you to evaluate. Your evaluation of our business and results of
operations must take into account this short operating history, which may not be
indicative of future results. Our business and prospects should also be
considered in light of the risks frequently encountered by companies in their
early stages of development in new and rapidly evolving markets. Because of our
short existence, our limited operating history as an independent company,
fluctuations in our past
6
<PAGE> 7
results, past operating deficits and the early stage of development of our
market, we cannot assure you that we will sustain profitability.
Only since March 1998 has our business operated without the financial
support of Telxon. A significant portion of the revenues reflected in our
financial statements are still earned from Telxon based on agreed upon prices
determined when Telxon was our majority stockholder. For the periods presented,
our financial statements do not represent our performance as an independent
company. In the future, loss of this revenue for any reason could adversely
affect our results of operations. We lease two facilities from Telxon and are
parties to various agreements with Telxon, including our license and sales
agreement. Arrangements with Telxon cannot be considered to be arm's length, and
therefore they do not necessarily reflect terms which could have been negotiated
with unrelated third parties. As a large stockholder and customer, Telxon may be
able to assert influence over us, which could impact our business or prevent us
from realizing benefits in some situations.
FLUCTUATIONS IN OUR OPERATING RESULTS MAY ADVERSELY AFFECT THE TRADING PRICE OF
OUR COMMON STOCK
Our quarterly and annual operating revenues, expenses and operating
results may fluctuate due to a number of factors including:
- - the timing and cancellation of customer orders;
- - our ability to introduce new products and technologies on a timely
basis;
- - market acceptance of our and our customers' products;
- - introduction of products by our competitors;
- - the level of orders received which can be shipped in a quarter;
- - the timing of our investments in research and development;
- - the timing and provision of pricing protection and returns from our
distributors;
- - whether our customers buy from a distributor, an OEM or directly from
us;
- - cost and availability of components and subassemblies;
- - competitive pressures on selling prices;
- - finished product availability and quality;
- - general economic conditions; and
- - changes in product mix.
Our business is characterized by short-term orders and shipment
schedules. We have experienced difficulties efficiently managing our production
and inventory levels because, among other reasons, customers can typically
cancel or reschedule orders without significant penalty. Since we do not have a
substantial, noncancellable backlog, we typically plan our production and
inventory levels based on internal forecasts of customer demand, which are
highly unpredictable and can fluctuate substantially. Significant customer
cancellations or unforeseen fluctuations in customer demand could cause us to
over or under produce products, which could lead to overstocking or to
frustrating customer expectations, either of which could negatively affect
operating results or cause significant variations in our operating results from
quarter to quarter.
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<PAGE> 8
DECLINING SELLING PRICES OF NETWORKING EQUIPMENT MAY ADVERSELY AFFECT OUR
REVENUES
Historically, average selling prices of networking equipment have
decreased over the life of a product. As a result, the average selling prices of
our products should be expected to decrease in the future, which may adversely
affect our operating results if we do not correspondingly decrease our costs.
OUR OPERATING RESULTS WILL SUFFER IF SALES DO NOT INCREASE AS ANTICIPATED TO
SUPPORT THE EXPENSES OF EXPANDING OUR BUSINESS
Because our operating expenses for personnel and new product
development continue to increase, we must continue to generate increased sales
to offset these increased expenses. We have limited ability to reduce expenses
quickly in response to any revenue shortfalls. In response to anticipated long
lead times to obtain inventory and materials from our contract manufacturers and
suppliers, we have in the past and may continue to need to order in advance of
anticipated customer demand. This advance ordering has and may continue to
result in higher inventory levels, and we have and will continue to depend on an
increase in customer demand. Any significant shortfall in customer demand would
adversely impact our quarterly and annual operating results.
IF THE WIRELESS NETWORKING MARKET DOES NOT CONTINUE TO EVOLVE, OR IF OUR PRODUCT
DEVELOPMENT DOES NOT KEEP PACE WITH ITS EVOLUTION, DEMAND FOR OUR PRODUCTS MAY
DECLINE SIGNIFICANTLY
The wireless networking market is at an early stage of development, is
rapidly evolving and its future is uncertain. Demand and market acceptance for
recently introduced wireless networking products and services like ours are
subject to a high level of uncertainty. It is likely that new wireless LAN
products will not be generally accepted unless they operate at higher speeds and
are sold at competitive prices. We cannot predict whether the wireless
networking market will continue to develop in a way that sufficient demand for
our products will emerge and become sustainable. Our prospects must be evaluated
in light of the uncertainties relating to the new and evolving market in which
we operate. If the wireless networking market does not develop sufficiently, or
if our products are not sufficiently accepted, our business, financial condition
and operating results will suffer.
WE MAY NOT SUCCEED OR MAY LOSE SIGNIFICANT MARKET SHARE AS A RESULT OF THE
INTENSE COMPETITION IN THE WIRELESS LAN MARKET
The market for our products is very competitive, and we expect that
competition will increase in the future. Increased competition could adversely
affect our revenues and profitability through pricing pressure, loss of market
share and other factors. This market has historically been dominated by
relatively few companies, including Lucent, Proxim and BreezeCom. We believe we
will encounter competition from a number of other companies that develop, or
have announced plans to develop, wireless networking products. We believe that
our success will depend in part on our ability to compete favorably in the
following areas:
- - expertise and familiarity with 2.4 GHz spread spectrum technology,
wireless data communication protocols and LAN technology;
- - product performance, features, functionality and reliability;
- - price/performance characteristics;
- - timeliness of new product introductions;
- - adoption of emerging industry standards;
- - customer service and support;
- - size and scope of distribution network; and
- - brand name.
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We have also historically faced competitive pressure from companies
that have increased their brand awareness by dedicating significant resources to
marketing and advertising.
We face the risk that our competitors may introduce faster, more
competitively priced products. Many of our current and potential competitors
have significantly greater financial, marketing, research, technical and other
resources. If we are unable to compete successfully, we could experience price
reductions, reduced operating margins and loss of market share, any of which
could have a material adverse effect on our business and operating results.
OUR SUCCESS DEPENDS ON THE TIMELY DEVELOPMENT OF NEW PRODUCTS
We derive substantially all of our product revenues from sales of
products for wireless networking solutions. This market is characterized by:
- - intense competition;
- - rapid technological change;
- - short product life cycles; and
- - emerging industry standards.
We have in the past experienced delays in product development which
resulted in delayed commercial introduction of new products. These kinds of
delays could be repeated and could have an adverse effect on our business. The
development of new wireless LAN products is highly complex. Our success in
developing and introducing new products depends on a number of factors,
including:
- - accurate new product definition;
- - timely completion and introduction of new product designs;
- - achievement of cost efficiencies in design and manufacturing; and
- - market acceptance of the new products.
We cannot guarantee that we will be successful in these efforts or that
our competitors will not be more successful, which, in either case, would have a
material adverse effect on our business and results of operations.
WE RELY ON LIMITED SOURCES OF KEY COMPONENTS AND IF WE ARE UNABLE TO OBTAIN
THESE COMPONENTS WHEN NEEDED, WE WILL NOT BE ABLE TO DELIVER OUR PRODUCTS TO OUR
CUSTOMERS ON TIME
We rely on Atmel Corporation, M/A-COM, Raytheon Company,
Hewlett-Packard Company, Harris Semiconductor and Sawtek, Inc. as our critical
sole source suppliers. Although we have been informed by some of these suppliers
that they have redundant manufacturing facilities, there is no assurance that
they will be able to manufacture or provide these components in a timely way.
Should any supply disruption occur, we may not be able to develop an alternative
source for these components.
We have experienced limited delays and shortages in the supply of other
less critical components which have slowed the manufacturing schedule of our
products or caused us to revise or adjust these schedules. We could experience
delays and shortages in the future. We generally do not maintain a significant
inventory of components and do not have long-term supply contracts with our
suppliers. Our reliance on sole or limited source suppliers involves several
risks, including:
- - suppliers could increase component prices significantly, without notice
and with immediate effect;
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<PAGE> 10
- - suppliers could discontinue the manufacture or supply of components or
delay delivery of components used in our products for reasons such as
inventory shortages, new product offerings, increased cost of
materials, destruction of manufacturing facilities, labor disputes and
bankruptcy; and
- - in order to compensate for potential component shortages or
discontinuance, we may in the future decide to hold more inventory than
is immediately required, resulting in increased inventory costs.
Though we have not in the past experienced any significant delays in
shipping or sales of product due to delays or shortages of components, if our
suppliers were unable to deliver or ration components to us, we could experience
interruptions and delays in product manufacturing, shipping and sales. This
could result in our inability to fulfill customer orders, the cancellation of
orders for our products, substantial delays in our product shipments, increased
manufacturing costs and increased product prices. Further, we might not be able
to develop alternative sources for these components in a timely way, if at all,
and might not be able to modify our products to accommodate alternative
components.
These factors could damage our relationships with current and
prospective customers lasting longer than any underlying shortage or
discontinuance. Any of these risks, if realized, could materially and adversely
affect our business operating results and financial condition.
A LIMITED NUMBER OF CUSTOMERS ACCOUNT FOR A SIGNIFICANT PORTION OF OUR REVENUES
AND DECREASED DEMAND BY THESE CUSTOMERS WOULD ADVERSELY AFFECT OUR REVENUES
Historically, a relatively small number of customers, especially
Telxon, have accounted for a significant portion of our total revenues in any
particular period. Two of our customers, Telxon, and Business Partner Solutions,
Inc. each accounted for over 10% of our total revenues for the three months
ended September 30, 1999 and for the six months ended September 30, 1999. For
the three months and six months ended September 30, 1999, Telxon accounted for
31% and 28% of our total revenues respectively. Our four largest customers
accounted for 59% and 54% of our non-affiliate revenues or 41% and 39% of our
total revenues for the same periods. We have no long-term volume purchase
commitments from any of our customers. We anticipate that sales of our products
to relatively few customers will continue to account for a significant portion
of our total revenues, because our customers generally resell our products to
end users. Due to these factors, some of the following may reduce our operating
results:
- - reduction, delay or cancellation of orders from one or more of our
significant customers;
- - development by one or more of our significant customers of other,
competitive sources of supply;
- - selection by one or more of our significant customers of equipment
manufactured by one of our competitors as a preferred solution;
- - loss of one or more of our significant customers or a disruption in our
sales and distribution channels to these customers; or
- - failure of one of our significant customers to make timely payment of
our invoices.
We cannot be certain that these significant customers will continue
purchasing levels of previous periods and a decline in these levels for any
reason would negatively affect our revenues.
WE MUST EXPAND OUR DISTRIBUTION CHANNELS IN ORDER TO INCREASE SALES OF OUR
PRODUCTS
To increase revenues, we believe we must increase the number of our
distribution partners. Our strategy includes an effort to reach a greater number
of end users through indirect channels. We are currently investing, and plan to
continue to invest, significant resources to develop these indirect channels.
This could adversely affect our operating results if we do not generate the
revenues necessary to offset these investments. We will be dependent upon the
acceptance of our products by distributors and their active marketing and sales
efforts relating to our products. The distributors to whom we sell our products
are independent and are not obligated to deal with us exclusively or to purchase
any specified amount of our products. Because we do not generally fulfill orders
by end
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<PAGE> 11
users of our products sold through distributors, we will be dependent upon the
ability of distributors to accurately forecast demand and maintain appropriate
levels of inventory. If we are unable to expand our distribution channels, we
may not be able to increase sales of our product.
OUR DISTRIBUTORS MAY NOT GIVE PRIORITY TO OUR PRODUCTS WHICH MIGHT RESULT IN
LOWER PRODUCT SALES
We expect that our distributors will also sell competing products.
These distributors may not continue, or may not give a high priority to,
marketing and supporting our products. This and other channel conflicts could
result in diminished sales through the indirect channel and adversely affect our
operating results. Additionally, because lower prices are typically charged on
sales made through indirect channels, increased indirect sales could adversely
affect our average selling prices and result in lower gross margins.
COMPLIANCE WITH EXISTING AND POTENTIAL INDUSTRY STANDARDS MAY BE DIFFICULT AND
COSTLY
We have developed and continue to develop our products to comply with
existing industry standards and anticipated future standards. We may not
introduce products that comply with future industry standards on a timely basis.
In particular, we expend, and intend to continue to expend, substantial
resources in developing products and product features that are designed to
conform to the IEEE 802.11 wireless LAN standard, as well as to other industry
standards that have not yet been formally adopted. Further, our high speed 4800
Turbo DS series of products is designed to conform with the proposed high speed
addition to the IEEE 802.11 standard. Our products may fail to meet future
industry standards or the standards ultimately adopted by the industry may vary
from those anticipated by us.
We participated in the promulgation of the IEEE 802.11 standard through
two of our senior officers who are members of the IEEE 802.11 Standards
Committee. Companies participating in the promulgation of the IEEE 802.11
standard have represented to the IEEE that they will grant licenses to their
patents on a fair and equitable basis if those patents are required to implement
products that comply with the standard. Our ability to market IEEE 802.11
compliant products may depend upon our ability to obtain these licenses from the
other participating companies. Our failure to obtain any required license at a
commercially reasonable cost could have a material adverse effect on our
competitive position and results of operations.
EXISTING AND POTENTIAL WIRELESS LAN STANDARDS MAY NOT ACHIEVE MARKET ACCEPTANCE
AND MAY LOWER BARRIERS TO MARKET ENTRY, EITHER OF WHICH WOULD HAVE A NEGATIVE
IMPACT ON OUR BUSINESS
Because we develop our products to comply with industry standards,
sales of our products could decline if these standards do not gain market
acceptance or if consumers ultimately prefer to purchase products which do not
comply with these standards, or which comply with new or competing standards, or
which are based on proprietary designs. Also, product standardization may have
the effect of lowering barriers to entry in the markets in which we seek to sell
our products, by diminishing product differentiation. This would increase
competition based upon criteria such as the relative size and marketing skills
of competitors and we may not compete favorably.
COMPLIANCE WITH VARYING GOVERNMENT REGULATIONS IN MULTIPLE JURISDICTIONS WHERE
WE SELL PRODUCTS MAY BE DIFFICULT AND COSTLY
In the United States, our products are subject to various Federal
Communications Commission rules and regulations. Current FCC regulations permit
license-free operation in certain FCC-certified bands in the radio frequency
spectrum. FCC rules require compliance with administrative and technical
requirements as a condition to the operation or marketing of devices that emit
radio frequency energy, such as our products. Our products comply with Part 15
of the current FCC regulations permitting license-free operation of radio
devices in the 902-928 MHZ and 2.4-2.4835 GHz radio frequency bands.
The Part 15 regulations are designed to minimize the probability of
interference to the other users of those frequency bands and accord Part 15
systems secondary status. In order of priority, the primary users of those band
widths are the following:
- - devices which use radio waves to produce heat rather than to
communicate;
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- - governmental uses;
- - vehicle monitoring systems; and
- - amateur radio.
In the event of interference between a primary user in those band
widths and a Part 15 user, the primary user can require the Part 15 user to
curtail transmissions that create interference. Our products are also subject to
regulatory requirements in markets outside the United States, where we have
limited experience in gaining regulatory approval. The regulatory environment in
which we operate subjects us to several risks, including:
- - if users must cease use of our products because their operation causes
interference to authorized users of the radio frequency spectrum, or
authorized users cause interference which must be accepted by users of
our products, market acceptance of our products and our results of
operations could be adversely affected;
- - regulatory changes, including changes in the allocation of available
radio frequency spectrum or requirements for licensed operation, may
significantly impact our operations by rendering current products
non-compliant or restricting the applications and markets served by our
products; and
- - we may not be able to comply with all applicable regulations in each of
the countries where our products are sold or proposed to be sold, and
we may need to modify our products to meet local regulations.
OUR SUCCESS DEPENDS ON OBTAINING AND PROTECTING INTELLECTUAL PROPERTY
Our success depends in part on our ability to obtain and preserve
patent and other intellectual property rights covering our products and
development and testing tools. The process of seeking patent protection can be
time consuming and expensive. We cannot assure you that:
- - patents will issue from currently pending or future applications;
- - our existing patents or any new patents will be sufficient in scope to
provide meaningful protection or any commercial advantage to us;
- - foreign intellectual property laws will protect our intellectual
property rights; or
- - others will not independently develop similar products, duplicate our
products or design around any patents issued to us.
Intellectual property rights are uncertain and involve complex legal
and factual questions. Though we are not aware of any third party intellectual
property rights that would prevent our use and sale of our products, we may
unknowingly infringe the proprietary rights of others. Any infringement could
result in significant liability to us. If we do infringe the proprietary rights
of others, we could be forced to either seek a license to those intellectual
property rights or alter our products so that they no longer infringe those
proprietary rights. A license could be very expensive to obtain or may not be
available at all. Similarly, changing our products or processes to avoid
infringing the rights of others may be costly or impractical.
We also rely on trade secrets, proprietary know-how and confidentiality
provisions in agreements with employees and consultants to protect our
intellectual property. Other parties may not comply with the terms of their
agreements with us, and we may not be able to adequately enforce our rights
against these parties.
WE COULD BECOME SUBJECT TO LITIGATION REGARDING INTELLECTUAL PROPERTY RIGHTS
WHICH COULD SERIOUSLY HARM OUR BUSINESS
Any dispute regarding intellectual property, whether ours or that of
another company, may result in legal proceedings. These types of proceedings may
be costly and time consuming for us, even if we eventually prevail. If we do not
prevail, we might be forced to pay significant damages, the prevailing party's
litigation expenses and obtain a license or stop making the subject product.
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IF WE FAIL TO MANAGE OUR GROWTH, OUR BUSINESS, FINANCIAL CONDITION AND PROSPECTS
COULD BE SERIOUSLY HARMED
We have expanded our operations in recent years, and we anticipate that
further expansion will be required to address potential growth in our customer
base and market opportunities, as well as to provide corporate services
previously provided to us by Telxon. This expansion has placed, and future
expansion is expected to place, a significant strain on our management,
technical, operational, administrative and financial resources. We have recently
hired new employees, including a number of key managerial and operations
personnel, who have not yet been fully integrated into our operations.
Our current and planned expansion of personnel, systems, procedures and
controls may be inadequate to support our future operations. We may be unable to
attract, retain, motivate and manage required personnel, including finance,
administrative and operations staff, or to successfully identify, manage and
exploit existing and potential market opportunities because of inadequate
staffing. We may also be unable to manage further growth in our multiple
relationships with our OEMs, distributors and other third parties. If we are
unable to manage growth effectively, our business, financial condition and
results of operations could be adversely affected.
OUR INTERNATIONAL OPERATIONS MAY BE ADVERSELY AFFECTED BY ADDITIONAL RISKS
UNIQUE TO THOSE MARKETS
Revenues from customers outside of the United States accounted for
approximately 21% and 24% of our total revenues for the three months ended
September 30, 1999 and six months ended September 30,1999 respectively. We
anticipate that revenues from customers outside of the United States will
continue to account for a significant portion of our total revenues for the
foreseeable future. Expansion of our international operations has required, and
will continue to require, significant management attention and resources. In
addition, we remain heavily dependent on distributors to market, sell and
support our products internationally. Our international operations are subject
to additional risks, including the following:
- - difficulties of staffing and managing foreign operations;
- - longer customer payment cycles and greater difficulties in collecting
accounts receivable;
- - unexpected changes in regulatory requirements, exchange rates, trading
policies, tariffs and other barriers;
- - uncertainties of laws and enforcement relating to the protection of
intellectual property;
- - language barriers;
- - potential adverse tax consequences; and
- - political and economic instability.
We currently sell products in countries that have recently experienced
significant problems with their economies, the value of their currency,
availability of credit and their ability to engage in foreign trade in general,
including in Russia and Japan. We are unable to determine whether economic
downturns in any particular country will adversely effect our business or
results of operations. We cannot predict the impact that any future fluctuations
in foreign currency exchange rates or the adoption of the Euro, the single
European currency introduced in January 1999, may have on our operating results
and financial condition.
RISKS RELATING TO YEAR 2000 ISSUES MAY ADVERSELY AFFECT OUR BUSINESS
Many existing computer systems and software products do not properly
recognize dates after December 31, 1999. This "Year 2000" problem could result
in miscalculations, data corruption, system failures or disruptions of
operations. We reasonably expect that at worst these disruptions could result in
our inability to process transactions, manufacture and ship products, send
invoices or engage in similar normal business activities for an indefinite
period of time, which could impair our viability.
The Year 2000 problem could also affect embedded systems, such as
building security systems, machine controllers, telephone switches and other
equipment. Our systems may suffer from date related problems, and if so,
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we may need to upgrade or replace our computer systems, software and other
equipment, which could result in significant expenditures.
Neither our current products nor our prior products utilize internal
calendars that are dependent upon the input of, or reference to, a specific
date, and we do not anticipate designing any products that are date dependent.
Furthermore, the purchasing patterns of our customers or potential customers may
be affected by Year 2000 issues as companies expend significant resources to
correct their current systems for Year 2000 compliance. These expenditures may
result in reduced funds available for network equipment and other purchases,
which could have a material adverse effect on our business, operating results
and financial condition.
We rely on numerous third parties who may not be Year 2000 compliant.
This includes our contract manufacturers, our sole and limited source component
suppliers and other vendors, and our distributors, resellers and OEMs. Failure
of any of these third parties to be Year 2000 compliant could require us to
incur significant unanticipated expenses to remedy any resulting problems or to
replace the affected third party. This could reduce our revenues and could have
a material adverse effect on our business, operating results and financial
condition. To date, we have not developed contingency plans for those
eventualities.
WE ARE DEPENDENT ON KEY PERSONNEL AND IF WE ARE UNABLE TO HIRE OR RETAIN NEEDED
PERSONNEL, OUR ABILITY TO DO BUSINESS PROFITABLY COULD BE HARMED
There are a limited number of skilled design, process and testing
engineers and marketing professionals involved in the wireless data
communication industry. The competition for these employees is intense. Skilled
professionals often move among the various competitors in this industry. Our
future growth depends in large part on retaining our current employees and
attracting new technical, marketing and management personnel. The loss of key
employees or failure to attract new key employees could materially affect our
business.
RECENTLY HIRED KEY EMPLOYEES MAY NOT SUCCESSFULLY INTEGRATE INTO OUR MANAGEMENT
TEAM
We have recently hired a number of our officers, including our Senior
Vice President and Chief Financial Officer in January 1999, and Senior Vice
President, Sales and Marketing in August 1998. These individuals have not
previously worked together and are in the process of integrating as a management
team, together and with existing management. There can be no assurances that
they will be able to effectively work together or successfully manage any growth
we experience.
THERE MAY BE POTENTIAL HEALTH AND SAFETY RISKS RELATED TO OUR PRODUCTS WHICH
COULD NEGATIVELY AFFECT PRODUCT SALES
There has been public concern regarding the potential health and safety
risks of electromagnetic emissions. Our wireless networking products emit
electromagnetic radiation, but we do not believe that our products pose a safety
concern. If safety or health issues do arise, product sales could decline or
cease. These issues could have a material adverse effect on our business and
results of operations. Even if safety concerns ultimately prove to be without
merit, negative publicity could have a material adverse effect on our ability to
market products.
OUR COMMON STOCK PRICE MAY BE VOLATILE
The stock market has experienced significant price and volume
fluctuations, and the market prices of technology companies have been highly
volatile. Our stock price may also be volatile.
DELAWARE LAW AND OUR CORPORATE DOCUMENTS INCLUDE ANTI-TAKEOVER PROVISIONS WHICH
MAY LIMIT THE VALUE STOCKHOLDERS CAN REALIZE FROM OUR STOCK
Our corporate documents and applicable provisions of the Delaware
General Corporation Law could discourage, delay or prevent a third party or
significant stockholder from acquiring or gaining control of us. These
provisions:
- - authorize the issuance of preferred stock with rights senior to those
of common stock, which our Board of Directors can create and issue
without prior stockholder approval;
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- - prohibit stockholder action by written consent;
- - establish advance notice requirements for submitting nominations for
election to the Board of Directors and for proposing matters that can
be acted upon by stockholders at a meeting; and
- - establish staggered terms for members of the Board of Directors.
In addition, we are a party to a Rights Agreement, pursuant to which
each share of our common stock includes a companion purchase right. Under
circumstances controlled by our Board of Directors, the purchase rights may
impose severe impediments to any person seeking to acquire us or gain control
over us. Any of these anti-takeover provisions could lower the market price of
the common stock and could deprive our stockholders of the opportunity to
receive a premium for their shares in the event that we are sold.
THE NUMBER OF OUR SHARES WHICH ARE PUBLICLY TRADED MAY INCREASE IN THE NEAR
FUTURE
Sales of a large number of shares of our common stock in the market or
the perception that sales may occur could cause the market price of our common
stock to decline. As of December 2, 1999, we have 14,202,910 shares of common
stock outstanding, of which the 6,846,800 shares of common stock sold in our
initial public offering are freely tradeable without restriction or further
registration under the federal securities laws, unless they are held by our
"affiliates," as defined under Rule 144 of the Securities Act. The 7,356,110
remaining shares of outstanding common stock are "restricted securities" under
the Securities Act, subject to restrictions on the timing, manner and volume of
sales of those shares.
We filed a registration statement on Form S-8 on September 10, 1999 to
register 2,515,817 shares of common stock reserved for issuance under our 1999
Employee Stock Purchase Plan, 1999 Omnibus Stock Incentive Plan and 1999 Stock
Option Plan for Non-Employee Directors. Subject to applicable vesting
requirements and exercise with respect to options, shares registered under that
registration statement will be freely tradeable in the open market.
The registration statement on Form S-8, of which this reoffer
prospectus forms a part, covers approximately 347,000 shares of common stock
which have been or will be issued under the Amended and Restated Aironet
Wireless Communications, Inc. 1996 Stock Option Plan, as amended. Subject to
applicable vesting requirements and exercise with respect to options, shares
registered under this registration statement will be available for sale in the
open market.
All of our officers, directors, stockholders, warrant holders and each
holder of more than 5,000 options have executed lock up agreements in which they
agreed not to sell any shares of common stock, subject to certain exceptions,
until January 25, 2000. This restriction can be waived by the underwriters of
our initial public offering at any time without notice to us, our stockholders
or the public in general.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements relating to, among
other things, future results of operations, growth plans, sales, gross margin
and expense trends, capital requirements and general industry and business
conditions applicable to us. These forward-looking statements are based largely
on our current expectations and are subject to a number of risks and
uncertainties. When used in this prospectus, the words "anticipate," "believe,"
"estimate," "expect," "plans," "intends" and similar expressions are generally
intended to identify forward-looking statements. Actual results could differ
materially from these forward-looking statements. In addition to the other risks
described elsewhere in this "Risk Factors" discussion, important factors to
consider in evaluating these forward-looking statements include changes in
external competitive market factors, changes in our business strategy and our
ability to execute our strategy in response to unanticipated changes in the
wireless LAN industry or the economy in general and various other factors that
may prevent us from competing successfully in existing or future markets. In
light of these and other risks and uncertainties, there can be no assurance that
the forward-looking statements contained in this prospectus will in fact be
realized.
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USE OF PROCEEDS
We will not receive any of the proceeds from the sale of shares of
common stock by the selling stockholders.
SELLING STOCKHOLDERS
The shares of common stock of Aironet to which this prospectus relates
are being registered for reoffers and resales by the selling stockholders, who
acquired shares of common stock pursuant to the Plan as employees, officers,
directors, consultants or independent contractors of Aironet or its former
parent corporation. The selling stockholders may resell all, a portion or none
of these shares of common stock from time to time. The table below sets forth
with respect to each selling stockholder, based upon information available to us
as of December 2, 1999, the number of shares of common stock beneficially owned,
the number of shares registered by this prospectus and the number and percent of
outstanding shares of common stock assuming the sale of all of the registered
shares of common stock.
NUMBER OF SHARES
OWNED AFTER THE
NUMBER OF SHARES OFFERING
BENEFICIALLY NUMBER OF SHARES ___________________
NAME OWNED REGISTERED NUMBER PERCENT
_______________________ _________________ _________________ ____________________
Brian Casto 833 833 0 *
Scott Gezymalla 2,500 2,500 0 *
D. Michael Grimes(1) 120,000 60,000 60,000 *
Harley Hill 4,500 4,500 0 *
Gary Hunter(2) 1,667 1,667 0 *
Richard Koury(3) 10,000 2,500 7,500 *
Roger J. Murphy, Jr.(4) 305,000 200,000 105,000 *
Tom Snow 10,000 10,000 0 *
Michael Trompower(5) 5,000 5,000 0 *
Pedro Weinreb 40,000 40,000 0 *
Dan Wipff 20,000 20,000 0 *
- ---------------
* = less than one percent
(1) Includes 20,000 shares owned by Mr. Grimes and 40,000 shares owned by the
Grimes 1999 Grantor Retained Annuity Trust and options to purchase 60,000 shares
of common stock which may be exercised within the next 60 days.
(2) Mr. Hunter was the Vice President of Customer Service of Aironet until
July 9, 1999.
(3) Includes 2,500 shares of common stock and options to purchase 7,500 shares
of common stock which may be exercised within the next 60 days.
(4) Includes 200,000 shares of common stock and options to purchase 100,000
shares of common stock which may be exercised within the next 60 days. Also
includes 5,000 shares of common stock owned by Mr. Murphy's spouse, as to which
Mr. Murphy disclaims beneficial ownership. Mr. Murphy is the President and Chief
Executive Officer of Aironet and serves on Aironet's Board of Directors.
(5) Mr. Trompower worked in Aironet's engineering department until October 5,
1998.
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The information provided in the table above with respect to the selling
stockholders has been obtained from the selling stockholders. Except as
otherwise disclosed above or in documents incorporated herein by reference, the
selling stockholders have not within the past three years had any position,
office or other material relationship with Aironet. Because the selling
stockholders may sell all or some portion of the shares of common stock
beneficially owned by them, only an estimate (assuming the selling stockholder
sells all of the shares offered hereby) can be given as the number of shares
that will be beneficially owned by the selling stockholder after this offering.
In addition, the selling stockholders may have sold, transferred or otherwise
disposed of, or may sell, transfer or otherwise dispose of, at any time or from
time to time since the dates on which they provided the information regarding
the shares of common stock beneficially owned by them in transactions exempt
from the registration requirements of the Securities Act.
PLAN OF DISTRIBUTION
Each selling stockholder may sell his or her shares of common stock for
value from time to time under this prospectus in one or more transactions on
Nasdaq, in negotiated transactions or in a combination of such methods of sale,
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices or at prices otherwise negotiated. The selling
stockholders may effect such transactions by selling the shares of common stock
to or through broker-dealers, an such broker-dealers may receive compensation in
the form of underwriting discounts, concessions or commissions from the selling
stockholders and/or the purchasers of the shares of common stock for whom such
broker-dealers may act as agent (which compensation may be less than or in
excess of customary commissions).
Each selling stockholder and any broker-dealers that participate in the
distribution of the shares of common stock may be deemed to be an "underwriter"
within the meaning of Section 2(11) of the Securities Act, and any commissions
received by them and any profit on the resale of the shares sold by them may be
deemed to be underwriting discounts and commissions under the Securities Act.
All selling and other expenses incurred by the selling stockholders will be
borne by the selling stockholders.
In addition to the shares of common stock sold hereunder, the selling
stockholders, may, at the same time, sell any shares of common stock, including
the shares of common stock owned by them in compliance with all of the
requirements of Rule 144, regardless of whether such shares are covered by this
prospectus.
There is no assurance that the selling stockholders will sell all or
any portion of the shares of common stock offered or that the selling
stockholders will transfer, devise or gift these shares by other means.
We will pay all expenses in connection with this offering and will not
receive any proceeds from sales of any shares of common stock by the selling
stockholders
LEGAL MATTERS
The validity of the shares of common stock offered hereby will be
passed upon for us by Goodman Weiss Miller LLP. Certain attorneys of such firm,
in the aggregate own 17,500 shares of our common stock. Mr. Jay R.
Faeges, an attorney at Goodman Weiss Miller LLP, is our secretary.
EXPERTS
The consolidated financial statements of Aironet Wireless
Communications, Inc. and its subsidiaries as of March 31, 1998 and 1999 and for
each of the three years in the period ended March 31, 1999 incorporated by
reference in this prospectus from our Registration Statement No. 333-78507 on
Form S-1 have been so incorporated by reference in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, which such report is
incorporated by reference, given on the authority of said firm as experts in
auditing and accounting.
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DOCUMENTS INCORPORATED BY REFERENCE
The following documents which we filed with the Commission are
incorporated by reference into this reoffer prospectus:
(a) Our Current Report on Form 8-K filed on November 12, 1999;
(b) Our quarterly report on Form 10-Q for the fiscal quarter ended
June 30, 1999, filed pursuant to Section 13 of the Securities
Exchange Act of 1934, as amended;
(c) Our quarterly report on Form 10-Q for the fiscal quarter ended
September 30, 1999, filed pursuant to Section 13 of the
Securities Exchange Act of 1934, as amended;
(d) The description of common stock contained in our Registration
Statement on Form 8-A (File No. 000-26747), filed with the
Commission on July 16, 1999 pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, including any
subsequent amendment or report filed for the purpose of
amending such description; and
(e) Our prospectus filed with the Commission under Rule 424(b)
under the Securities Act, in connection with Registration
Statement No. 333-78507 filed with the Commission on May 14,
1999, including all amendments thereto.
In addition, all documents which we file pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended after the
date of this prospectus and prior to the termination of this offering, shall be
deemed to be incorporated by reference herein and to be a part of this
prospectus from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this reoffer
prospectus to the extent that a statement contained in this prospectus, or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference in this prospectus, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this reoffer
prospectus.
ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission a
Registration Statement on Form S-8 under the Securities Act with respect to the
shares of common stock offered by this prospectus. A copy of any document
incorporated by reference in the registration statement (not including exhibits
to the information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that the
registration statement incorporates) will be provided by us without charge to
any person (including any beneficial owner) to whom this prospectus has been
delivered upon the oral or written request of such person. Such requests should
be directed to Aironet Wireless Communications, Inc., Attn: Investor Relations,
3875 Embassy Parkway, Akron, Ohio 44333. Our telephone number is (330) 664-7900.
We are also subject to the reporting requirements of the Securities
Exchange Act of 1934 and are required to file annual and quarterly reports,
proxy statements and other information with the Commission. You can inspect and
copy reports and other information filed by us with the Commission at the
Commission's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C.
20549. You may also obtain information on the operation of the Public Reference
Room by calling the Commission at 1-800-SEC-0300. The Commission also maintains
an internet site at http:\\www.sec.gov that contains reports, proxy and
information statements regarding issuers, including us, that file electronically
with the Commission.
You should only rely on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. You should not assume that the
information in this prospectus or any supplement is accurate as of any date
other than the date on the front of this prospectus.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, previously filed with the Securities and
Exchange Commission (the "Commission"), are by this reference incorporated in
this Registration Statement:
(a) The Registrant's prospectus filed with the Commission on July
30, 1999 pursuant to Rule 424(b) of the Securities Act in
connection with Registration Statement No. 333-78507 on Form
S-1 filed with the Commission on May 14, 1999, together with
any and all amendments thereto, in which there is audited
financial statements for the Registrant's fiscal years ended
March 31, 1998 and 1999;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") since the end of the fiscal year covered by the
prospectus referred to in (a) above; and
(c) The Registrant's Registration Statement No. 000-26747 on Form
8-A filed with the Commission on July 16, 1999, together with
any and all amendments thereto, pursuant to Section 12(g) of
the Exchange Act.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered pursuant to this Registration Statement have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities being offered pursuant to this
Registration Statement has been passed upon for the Registrant by the law firm
of Goodman Weiss Miller LLP. Certain attorneys of such firm, in the aggregate,
own 17,500 shares of the Registrant's Common Stock. Mr. Jay R. Faeges, an
attorney at Goodman Weiss Miller LLP, is the Secretary of the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil,
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criminal, administrative or investigative (other than an action by or in the
right of the corporation, a "derivative action") if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful. A similar standard is applicable in the case of derivative actions,
except that indemnification only extends to expenses (including attorneys' fees)
incurred in connection with the defense or settlement of such actions, and the
statute requires court approval before there can be any indemnification where
the person seeking indemnification has been found liable to the corporation. The
statute provides that it is not exclusive of other indemnification that may be
granted by a corporation's bylaws, disinterested director vote, stockholder
vote, agreement or otherwise.
The Registrant's Amended and Restated Certificate of Incorporation (the
"Certificate") provides that each person who was or is made a party or is
threatened to be made a party to or is involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that such person, or a person of whom such person is the legal
representative, is or was one of the Registrant's directors or officers or is or
was serving at the Registrant's request as a director, officer, employee or
agent of another corporation or of a partnership, joint venture, trust or other
enterprise, including service with respect to employee benefit plans, whether
the basis of such proceeding is an alleged action in an official capacity as a
director, officer, employee or agent or in any other capacity while serving as a
director, officer, employee or agent, will be indemnified and held harmless by
the Registrant to the fullest extent authorized by the Delaware General
Corporation Law, as the same exists or may hereafter be amended (but, in the
case of any such amendment, only to the extent that such amendment permits the
Registrant to provide broader indemnification rights than the law permitted
prior to such amendment), against all expense, liability and loss reasonably
incurred or suffered by such person in connection therewith. Such right to
indemnification includes the right to have the Registrant pay the expenses
incurred in defending any such proceeding in advance of its final disposition,
subject to the provisions of the Delaware General Corporation Law. Such rights
are not exclusive of any other right which any person may have or thereafter
acquire under any statute, provision of the certificate, bylaws, agreement, vote
of stockholders or disinterested directors or otherwise. No repeal or
modification of such provision will in any way diminish or adversely affect the
rights of any of the Registrant's directors, officers, employees or agents
thereunder in respect of any occurrence or matter arising prior to any such
repeal or modification. The Certificate also specifically authorizes the
Registrant to maintain insurance and to grant similar indemnification rights to
the Registrant employees or agents.
The Delaware General Corporation Law permits a corporation to provide
in its certificate of incorporation that a director of the corporation shall not
be personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability for (i) any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) payments of unlawful dividends or unlawful
stock repurchases or redemptions, or (iv) any transaction from which the
director derived an improper personal benefit.
The Certificate provides that the Registrant's directors will not be
personally liable to the Registrant or the Registrant's stockholders for
monetary damages for breach of fiduciary duty as a director, except, if required
by the Delaware General Corporation Law as amended from time to time, for
liability (i) for any breach of the director's duty of loyalty to the Registrant
or the Registrant's stockholders, (ii) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the Delaware General Corporation Law, which concerns
unlawful payments of dividends, stock purchases or redemptions, or (iv) for any
transaction from which the director derived an improper personal benefit.
Neither the amendment nor repeal of such provision will eliminate or reduce the
effect of such provision in respect of any matter occurring, or any cause of
action, suit or claim that, but for such provision, would accrue or arise prior
to such amendment or repeal.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
The securities that are to be reoffered or resold pursuant to this
Registration Statement were issued by us pursuant to the Plan in transactions
that were exempt from the registration requirements of the Securities Act
pursuant to Section 4(2) thereto and/or Rule 701 thereunder.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 4.1 to Registrant's Registration Statement No.
333-86953 on Form S-8 and incorporated by reference herein)
4.2 Second Amended and Restated Bylaws of the Registrant (filed as Exhibit
3.2 to Registrant's Registration Statement No. 333-78507 on Form S-1
and incorporated by reference herein)
4.3 Specimen of certificate for shares of Registrant's common stock (filed
as Exhibit 4.1 to Registrant's Registration Statement No. 333-78507 on
Form S-1 and incorporated by reference herein)
4.4 Rights Agreement between the Registrant and Harris Trust and Savings
Bank, as Rights Agent, dated as of June 25, 1999 (filed as Exhibit 4.4
to Registrant's Registration Statement No. 333-86953 on Form S-8 and
incorporated by reference herein)
4.4.1 Amendment No. 1 to Rights Agreement dated November 8, 1999 (filed as
Exhibit 4.2.1 to Registrant's Current Report on Form 8-K filed on
November 12, 1999 and incorporated by reference herein)
4.5 Warrant certificate issued to Furneaux & Company, LLC (filed as Exhibit
4.3 to Registrant's Registration Statement No. 333-78507 on Form S-1
and incorporated by reference herein)
4.6 Registration Rights Agreement by and among Registrant and certain of
its security holders, dated as of March 31, 1998 (filed as Exhibit
10.4.3 to Registrant's Registration Statement No. 333-78507 on Form S-1
and incorporated by reference herein)
4.7 Agreement and Plan of Merger and Reorganization dated as of November 8,
1999 by and among Cisco Systems, Inc., a California corporation,
Osprey Acquisition Corporation, a Delaware corporation and Aironet
Wireless Communications, Inc., a Delaware corporation (filed as Exhibit
2.1 to Registrant's Current Report on Form 8-K filed on November 12,
1999 and incorporated by reference herein)
4.8 Stock Option Agreement dated as of November 8, 1999 by and between
Cisco Systems, Inc. and Aironet Wireless Communications, Inc. (filed as
Exhibit 99.1 to Registrant's Current Report on Form 8-K filed on
November 12, 1999 and incorporated by reference herein)
4.9 Form of Stockholder Agreement dated as of November 8, 1999 by and among
Cisco Systems, Inc., Osprey Acquisition Corporation and certain
stockholders of Aironet Wireless Communications, Inc. (filed as Exhibit
99.2 to Registrant's Current Report on Form 8-K filed on November 12,
1999 and incorporated by reference herein)
5+ Opinion of Goodman Weiss Miller LLP
23.1+ Consent of PricewaterhouseCoopers LLP
23.2+ Consent of Goodman Weiss Miller LLP (included in Exhibit 5)
24+ Power of Attorney (included on page 24)
- ---------
+ Filed herewith.
21
<PAGE> 22
ITEM 9. 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;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this 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 this Registration Statement;
and
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in
this Registration Statement or any material change to
such information in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act, that are incorporated by reference in this Registration Statement.
22
<PAGE> 23
(2) That, for the purpose of determining any liability under the
Securities Act 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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 arising under the Securities Act
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 Commission such indemnification is
against public policy as expressed in the Securities Act of 1933, as amended,
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 appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
23
<PAGE> 24
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Akron, State of Ohio, on December 3, 1999.
AIRONET WIRELESS COMMUNICATIONS, INC.
By: /s/ Roger J. Murphy, Jr.
-------------------------------------
Roger J. Murphy, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
Each of the undersigned Directors and Officers of AIRONET WIRELESS
COMMUNICATIONS, INC., a Delaware corporation (the "Registrant"), does hereby
make, constitute and appoint Roger J. Murphy, Jr. and Richard G. Holmes, and
each of them, his true and lawful attorneys-in-fact and agents. Each has full
power to act alone or together, without any other, and with power of
substitution and resubstitution, to execute for and on his behalf in his name
and in his capacity as a Director and/or Officer of the Registrant, and to
deliver and file or cause to be delivered and filed with the Commission a
Registration Statement on Form S-8 under the provisions of the Securities Act
with respect to shares of Registrant's Common Stock, par value $.01 per share,
that have been or may be issued pursuant to the Amended and Restated Aironet
Wireless Communications, Inc. 1996 Stock Option Plan (as amended) together with
any participation interests under said which may constitute securities within
the meaning of the Act and any and all amendments to such Registration
Statement, including all exhibits thereto and other documents required in
connection therewith, granting to said attorneys-in-fact and agents, and each of
them, full power and authority to do and perform each and every act and thing
whatsoever as said attorneys-in-fact and agents may deem necessary or advisable
to carry out fully the intent of the foregoing as the undersigned might or could
do personally or in the capacity as aforesaid, hereby ratifying and confirming
all such acts and things.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Roger J. Murphy, Jr. President and Chief Executive Officer December 3, 1999
----------------------------------
Roger J. Murphy, Jr.
/s/ Richard G. Holmes Senior Vice President and Chief Financial Officer December 3, 1999
----------------------------------
Richard G. Holmes
/s/ James H. Furneaux Director, Chairman of the Board December 3, 1999
----------------------------------
James H. Furneaux
/s/ Samuel F. McKay Director December 3, 1999
----------------------------------
Samuel F. McKay
/s/ John W. Paxton, Sr. Director December 3, 1999
----------------------------------
John W. Paxton, Sr.
</TABLE>
24
<PAGE> 25
INDEX TO EXHIBITS
4.1 Amended and Restated Certificate of Incorporation of the Registrant
(filed as Exhibit 4.1 to Registrant's Registration Statement No.
333-86953 on Form S-8 and incorporated by reference herein)
4.2 Second Amended and Restated Bylaws of the Registrant (filed as Exhibit
3.2 to Registrant's Registration Statement No. 333-78507 on Form S-1
and incorporated by reference herein)
4.3 Specimen of certificate for shares of Registrant's common stock (filed
as Exhibit 4.1 to Registrant's Registration Statement No. 333-78507 on
Form S-1 and incorporated by reference herein)
4.4 Rights Agreement between the Registrant and Harris Trust and Savings
Bank, as Rights Agent, dated as of June 25, 1999 (filed as Exhibit 4.4
to Registrant's Registration Statement No. 333-86953 on Form S-8 and
incorporated by reference herein)
4.4.1 Amendment No. 1 to Rights Agreement dated November 8, 1999 (filed as
Exhibit 4.2.1 to Registrant's Current Report on Form 8-K filed on
November 12, 1999 and incorporated by reference herein)
4.5 Warrant certificate issued to Furneaux & Company, LLC (filed as Exhibit
4.3 to Registrant's Registration Statement No. 333-78507 on Form S-1
and incorporated by reference herein)
4.6 Registration Rights Agreement by and among Registrant and certain of
its security holders, dated as of March 31, 1998 (filed as Exhibit
10.4.3 to Registrant's Registration Statement No. 333-78507 on Form S-1
and incorporated by reference herein)
4.7 Agreement and Plan of Merger and Reorganization dated as of November 8,
1999 by and among Cisco Systems, Inc., a California corporation,
Osprey Acquisition Corporation, a Delaware corporation and Aironet
Wireless Communications, Inc., a Delaware corporation (filed as Exhibit
2.1 to Registrant's Current Report on Form 8-K filed on November 12,
1999 and incorporated by reference herein)
4.8 Stock Option Agreement dated as of November 8, 1999 by and between
Cisco Systems, Inc. and Aironet Wireless Communications, Inc. (filed as
Exhibit 99.1 to Registrant's Current Report on Form 8-K filed on
November 12, 1999 and incorporated by reference herein)
4.9 Form of Stockholder Agreement dated as of November 8, 1999 by and among
Cisco Systems, Inc., Osprey Acquisition Corporation and certain
stockholders of Aironet Wireless Communications, Inc. (filed as Exhibit
99.2 to Registrant's Current Report on Form 8-K filed on November 12,
1999 and incorporated by reference herein)
5+ Opinion of Goodman Weiss Miller LLP
23.1+ Consent of PricewaterhouseCoopers LLP
23.2+ Consent of Goodman Weiss Miller LLP (included in Exhibit 5)
24+ Power of Attorney (included on page 24)
- ---------
+ Filed herewith.
25
<PAGE> 1
EXHIBIT 5
GOODMAN WEISS MILLER LLP
100 ERIEVIEW PLAZA. 27TH FLOOR
CLEVELAND, OHIO 44114-1824
TELEPHONE: (216)696-3366
FAX: (216)383-5835
December 3, 1999
Aironet Wireless Communications, Inc.
3875 Embassy Parkway
Akron, OH 44333
Re: Registration Statement on Form S-8 for Common Stock (the "Shares")
Issuable Pursuant to the Amended and Restated Aironet Wireless
Communications, Inc. 1996 Stock Option Plan (as amended)
Ladies and Gentlemen:
This opinion is furnished to you in connection with a Registration
Statement on Form S-8 (the "Registration Statement") by Aironet Wireless
Communications, Inc. a Delaware corporation (the "Company"), to be filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), for the registration of 1,644,834 shares of Common Stock of
the Company, par value $.01 per share, issuable pursuant to the Company's
Amended and Restated Aironet Wireless Communications, Inc. 1996 Stock Option
Plan (as amended, the "Plan").
We, in our capacity as its general counsel, have assisted the Company
in its preparation of the Registration Statement. In connection therewith, we
have only examined and relied upon (i) the Plan; (ii) the Registration
Statement; and (iii) the Amended and Restated Certificate of Incorporation and
Second Amended and Restated Bylaws of the Company (together, the "Charter
Documents") and the other exhibits to the Registration Statement.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all individuals who signed such documents.
<PAGE> 2
GOODMAN WEISS MILLER LLP
Aironet Wireless Communications, Inc.
December 3, 1999
Page 2
Members of our firm are admitted to the Bar of the State of Ohio, and
we express no opinion regarding the laws of any jurisdiction other than the
State of Ohio, the Delaware General Corporation Law and the federal laws of the
United States of America.
Based upon and subject to the foregoing, and further (i) subject to (a)
the effectiveness of the Registration Statement; (b) compliance with the
document delivery and updating requirements of Part I of Form S-8 and of Rule
428(b), both of which are promulgated under the Act; (c) compliance with
applicable state securities laws; and (d) payment of the purchase price as is
required to be paid with respect to the Shares issuable pursuant to the Plan,
and (ii) provided that the Charter Documents and all applicable laws, rules and
regulations then in effect are the same as the Charter Documents, laws, rules
and regulations as are in effect as of the date hereof, we are of the opinion
that the Shares which have been or may be issued under and in accordance with
the Plan will, when issued and paid for, be validly issued, fully paid and
nonassessable under the Delaware General Corporation Law under which the Company
is incorporated.
By your acceptance of this opinion, you acknowledge that this opinion
is to and shall be used only in connection with the offer and sale of the shares
under the Plan while the Registration Statement is in effect.
We are opining only as to the matters expressly set forth herein, and
no opinion is rendered or should be inferred as to any other matters. Our
opinion is an expression of professional judgment only and is not a guaranty of
result. This opinion is based upon currently existing statutes, rules,
regulations and judicial decisions, and we do not undertake or acknowledge any
obligation to advise you of any change in any of these sources of law or
subsequent legal or factual developments which might affect our opinion
expressed herein.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ Goodman Weiss Miller LLP
GOODMAN WEISS MILLER LLP
<PAGE> 1
[logo] PRICEWATERHOUSECOOPERS Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 25, 1999 relating to the
consolidated financial statements and financial statement schedule of Aironet
Wireless Communications, Inc. and Subsidiaries as of March 31, 1998 and 1999 and
for the three years in the period ended March 31, 1999, which appears in the
Aironet Wireless Communications, Inc. and Subsidiaries' Registration Statement
on Form S-1 (File No. 333-78507).
/s/ PricewaterhouseCoopers LLP
----------------------------
PricewaterhouseCoopers LLP
Cleveland, Ohio
December 3, 1999
