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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 28, 2000
Commission File Number: 000-1095478
INTERWAVE COMMUNICATIONS INTERNATIONAL, LTD.
(Exact name of Registrant as specified in its charter)
BERMUDA 98-0155633
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(State of incorporation or organization) (IRS Employer I.D. No.)
CLARENDON HOUSE, 2 CHURCH STREET
P.O. BOX HM 1022
HAMILTON HM DX, BERMUDA NOT APPLICABLE
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(Address of principal executive offices) (Zip Code)
1-441-295-5950
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(Registrant's telephone number, including area code)
NOT APPLICABLE
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(Former name, former address and former fiscal year,
if changed since last report.)
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Item 2. ACQUISTION OR DISPOSITION OF ASSETS
(a) PURCHASE PRICE AND CONSIDERATION
On July 28, 2000, interWAVE Communications International, Ltd. (the
"Registrant" or "interWAVE") completed the acquisition of Microcellular Systems
Limited ("Microcellular") of Tralee, Ireland. In a stock purchase agreement
between interWAVE and the shareholders of Microcellular (the "Sellers"),
interWAVE agreed to pay, in exchange for all of the outstanding shares of
Microcellular, an amount equal to $10 million, as the initial purchase price,
payable in 555,556 newly-issued and unregistered shares of common stock,
representing $5 million calculated at a fixed price of $9 per share, and $5
million in cash.
On the date of completion of the acquisition, the closing price of
interWAVE's common stock was $16 per share.
interWAVE further agreed to pay an amount up to $2.5 million of
additional cash consideration, contingent on Microcellular achieving certain
performance targets. If Microcellular achieves minimum sales of $5 million in
the period from July 1, 2000 to June 30, 2001, five-eighths of the additional
cash consideration will be paid to the Sellers, in the amount of $1,562,500. The
remaining three-eighths of the additional cash consideration will be paid
pro-rata to the Sellers in proportion to the achievement of revenue between $5
million and $8 million by Microcellular between July 1, 2000 and June 30, 2001.
(b) ASSETS OF THE BUSINESS PURCHASED AND INTENDED USE OF THE ASSETS
Microcellular owns the following subsidiaries: Microcellular Systems
Ireland Limited, an Irish corporation with an office in Tralee, Ireland,
which employs 13 people; Microcellular Systems, Ltd., a United Kingdom
corporation with an office in Bracknell, England, which employs 14 people;
and Microcellular Systems USA, a California corporation, with an office in
San Diego, California, which employs 13 people. Microcellular has a
representative office in Bejing, China which employs 4 people. Microcellular
owns twenty percent of Propylon, Inc., an Irish corporation, which develops
wireless application protocol ("WAP") software for the wireless enterprise
environment.
Microcellular employs sales people, engineers, radio planners, software
developers and systems integrators who are experienced in the sales, network
planning, systems integration, testing, installation, commissioning and support
of interWAVE's products. Microcellular's assets include inventory and accounts
receivable. Microcellular has customer relationships with Nortel Networks and BT
CellNet in the United Kingdom, Cosmote in Greece and MTN in South Africa, where
corporate wireless networks are being deployed. Microcellular also has customers
in Somalia, China and Tajikistan, where wireless community networks are
deployed. Microcellular has customers for its Network on Wheels, a mobile GSM
network in a van, in the United Kingdom and in China.
interWAVE intends to use the assets of the business purchased, and the
offices of Microcellular, in interWAVE's business. interWAVE intends to continue
the business of Microcellular in wireless corporate networks and GSM community
networks.
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(c) SOURCE OF THE FUNDS USED IN THE ACQUISTION
The funds used to acquire Microcellular were from interWAVE's cash
accounts.
(d) ACCOUNTING
The transaction will be accounted for using purchase accounting.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS
Registrant expects to file, within the time required, Form 10-K and
audited financial statements for interWAVE for the fiscal year ended June 30,
2000. As a result of the significance of the acquisition to those financial
statements, registrant will not be filing financial statements for the business
acquired.
(b) PRO FORMA FINANCIAL INFORMATION
Registrant expects to file, within the time required, Form 10-K and
audited financial statements for the fiscal year ended June 30, 2000. As a
result of the significance of the acquisition to those financial statements,
registrant will not be filing pro forma financial information for the business
acquired.
(c) EXHIBITS
A copy of the Stock Purchase Agreement dated June 30, 2000 between
interWAVE Communications International, Ltd. and the shareholders of
Microcellular Systems, Ltd. is filed herewith as Exhibit 10.1 and is
incorporated herein by reference.
A copy of the press release issued by the Registrant on July 28, 2000
concerning the completion of the foregoing transaction is filed herewith as
Exhibit 20.1 and is incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Dated: August 10, 2000 interWAVE Communications International, Ltd.
By: /s/ Thomas W. Hubbs
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Thomas W. Hubbs
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description of Document
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10.1 Stock Purchase Agreement, dated June 30, 2000
between Registrant and the shareholders of
Microcellular Systems, Ltd.
20.1 Press Release of Registrant, dated July 28, 2000,
announcing the completion of the acquisition of
Microcellular Systems Limited, an Irish corporation.
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