UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 5, 2000
WORLDWIDE WIRELESS NETWORKS, INC.
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(Exact name of registrant as specified in its charter)
NEVADA
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(State or other jurisdiction of incorporation)
0-27989 88-0286466
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(Commission File Number) (I.R.S. Employer Identification No.)
770 The City Drive South, Suite 3700, Orange, California 92868
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 937-5500
Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report)
Total number of pages in this document: 2
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TABLE OF CONTENTS
ITEM 1. CHANGES IN CONTROL OF REGISTRANT . . . . . . . . . . . . . 1
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS . . . . . . . . . . . 1
ITEM 3. BANKRUPTCY OR RECEIVERSHIP . . . . . . . . . . . . . . . . 1
ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT . . . . . . . 1
ITEM 5. OTHER EVENTS . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 6. RESIGNATION OF DIRECTORS AND APPOINTMENT OF NEW DIRECTORS . 1
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS . . . 1
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable.
ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANT
Not Applicable.
ITEM 5. OTHER EVENTS
On October 5, 2000, Mr. Cliff Bream resigned as a Director on the Board
of the Company, pursuant to the terms of a Separation Agreement,
attached as an exhibit to this filing.
ITEM 6. RESIGNATION OF DIRECTORS AND APPOINTMENT OF NEW DIRECTORS
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
(a) Financial Statements of Business Acquired
Not Applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Exhibits
Separation Agreement
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, thereunto duly authorized.
WORLDWIDE WIRELESS NETWORKS, INC.
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(Registrant)
Date: October 5, 2000
/s/ Jack Tortorice
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Jack Tortorice
Chief Executive Officer
SEPARATION AGREEMENT
This Separation Agreement ("Agreement") is entered into effective as of
Ocober 5, 2000, by and between Charles C. Bream ("Bream"), and Worldwide
Wireless Networks, Inc., a Nevada corporation (the "Company"), with
regard to the following:
R E C I T A L S
A. Bream is employed as President and Chief Operating Officer of
the Company.
B. Bream also serves as a member of the Board of Directors of the
Company.
C. Bream and the Company are parties to an Officer/Director
Employment Agreement dated January 1, 2000 ("Employment Agreement").
D. Bream was granted options to acquire 580,000 shares of the Company's
Common Stock at an exercise price of $3.00 per share pursuant to the
terms of the Employment Agreement (the "Stock Option").
E. The Company and Bream have mutually agreed that Bream will resign
from his employment with the Company and as a member of the Board of
Directors of the Company effective October 5, 2000, and that the
Company will make certain payments and grant certain other benefits
to Bream upon the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises recited above, the mutual
exchange of promises contained in this Agreement and other valuable co
nsidration, the receipt and adequacy of which are acknowledged by the
Company and Bream, the parties agree as follows:
1. Resignation. Bream hereby voluntarily resigns from his employment
withthe Company as President and Chief Operating Officer, effective
October 5, 2000. Bream also hereby voluntarily resigns as a member
of the Board of Directors of the Company effective October 5, 2000.
Concurrently with the execution of this Agreement, Bream will pro-
vide the Company with an original letter of resignation in the form
attached hereto as Exhibit A.1. Resignation. Bream hereby voluntarily
resigns from his employment with the Company as President and Chief
Operating Officer, effective October 5, 2000. Bream also hereby
voluntarily resigns as a member of the Board of Directors of the
Company effective October 5, 2000. Concurrently with the execution
of this Agreement, Bream will provide the Company with an original
letter of resignation in the form attached hereto as Exhibit A.
1. Resignation. Bream hereby voluntarily resigns from his employment
with the Company as President and Chief Operating Officer, effective
October 5, 2000. Bream also hereby voluntarily resigns as a member
of the Board of Directors of the Company effective October 5, 2000.
Concurrently with the execution of this Agreement, Bream will provide
the Company with an original letter of resignation in the form
attached hereto as Exhibit A.
2. Separation Payments and Benefits. In lieu of the separation pay
and benefits provided for in the Employment Agreement, the parties
have agreed upon the following as the sole payments (excluding the
reimursable expenses and stock options addressed below).
2.1 Payments. After Bream's regular September 10, 2000 paycheck, the
Company grees to make payments to Bream totaling $49,800.00 payable
in 12 equal installments of $4150.00, on each of the Company's regular
payroll dates beginning with the second payroll in September, 2000.
2.2 Insurance. The Company shall pay for the period of one year
commencing August 24, 2000 and ending August 24, 2001 to Bream in a
separate monthly check made payable to Bream's designee, an amount
representing what the Company currently pays for Bream's own medical
and dental coverage.
2.3 Equipment. Bream shall purchase his cellular phone from the Company
for $140 and return his Company laptop computer no later than
September 30, 2000.
3. Waiver of Rights Under Employment Agreement; No Other Benefits.
The parties agree that the Employment Agreement is terminated in its
entirety as of October 5, 2000, and Bream expressly waives any notice
periods for termination or resignation under the Employment Agreement.
Bream agrees that he is not entitled to receive, and will not claim,
any damages, profits, compensation, bonuses, benefits, vacation, stock
options or rights other than what is expressly set forth in this
Agreement. Bream acknowledges that the consideration he is receiving
under this Agreement is in lieu of, and he hereby waives any other
rights he may have had under, the Employment Agreement, and any other
agreements, express or implied, he may have had with the Company
except for any agreements or resolutions adopted by the Company's
Board of Directors providing rights of indemnification to officers
and directors of the Company that were in effect during the term of
Bream's employment or directorship. This Agreement supersedes all
rights and/or benefits Bream may have or claim arising out of the
Employment Agreement.
4. Stock Options. Concurrently with the execution of this Agreement,
Bream and the Company will execute two Stock Option Agreements
("Option Agreements") in the form attached hereto as Exhibits B and
C reflecting the stock options granted pursuant to the Employment
Agreement. The Company agrees to file a registration statement on
Form S-8, as soon as practicable, covering the issuance of shares
upon exercise of the Stock Option provided for in this Section 4.
5. Other Agreements. Bream and the Company each promise and covenant
not to make any harassing or disparaging statements concerning the
other. In addition, Bream and the Company agree to issue a mutually
acceptable press release, if required. However, nothing in this
clause or otherwise contained in this agreement shall obligate Bream
or the Company to make any statements of an untruthful nature or to
provide facts or opinions of any nature whatsoever to inquiring third
parties.
6. Business Expenses. On or before October 15, 2000, Bream must submit to
the Company all outstanding business expenses for reconciliation and
payment. The Company will pay for business expenses incurred through
September 12, 2000. Reimbursement of business expenses will be made
within 10 business days of their submission. Any adjustments for
medical dental payments owed by Bream shall be adjusted upon such
business expense payments.
7. Releases.
7.1 General Release by Bream. Excepting only the obligations undertaken
by the Company in accordance with this Agreement (including, but not
limited to, the Option Agreements) and except for any obligation to
indemnify Bream pursuant to the Company's Articles of Incorporation
or Bylaws as in effect as of the date hereof which obligations shall
not be released or, except as specifically set forth in this Agreement,
altered or amended in any way by this Agreement, and in exchange for
the consideration provided to Bream in this Agreement, Bream hereby
releases, acquits, relieves and forever discharges the Company and
its successors, heirs, assigns, employees, officers, directors, agents,
representatives, stockholders and attorneys, whether previously or
hereinafter affiliated in any manner (collectively, the "Company
Released Parties"), from any and all claims, rights, actions, com-
plaints, demands, causes of actions, wage claims, obligations, pro-
mises, contracts, agreements, controversies, suits, debts, expenses,
damages, attorneys' fees, costs and liabilities of any nature what-
soever, matured or unmatured, fixed or contingent, which Bream ever
had, now has, or may claim to have from the beginning of time to the
moment he signs this Agreement against the Company Released Parties
(whether directly or indirectly), or any of them, by reason of any act,
event or omission concerning any matter, cause or thing, including,
without limiting the generality of the foregoing, any claims related
to or arising out of (i) Bream's employment with the Company or the
cessation of that employment; (ii) any common law torts, including,
without limitation, infliction of emotional distress; (iii) any federal,
state or governmental constitution, statute, regulation or ordinance;
or (iv) any agreement, express or implied, between Bream and any of the
Company Released Parties. The Company hereby acknowledges that Bream
qualifies for indemnification pursuant to Article 5 in the Company's
Amended Bylaws dated September 14, 1999 as it relates to the Company's
lawsuit filed by Pacific Industrial Partners and other pending
litigation disclosed in the Company's Securities & Exchange filings.
7.2 Bream's Release of Unknown Claims. Bream hereby waives and
relinquishes all rights and benefits afforded by Section 1542 of the
Civil Code of California. Bream hereby acknowledges that he
understands the significance and consequences of this specific waiver
of Section 1542. Section 1542 of the Civil Code of California states
as follows: "A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time
of executing the release, which if known by him must have materially
affected his settlement with the debtor." Notwithstanding the pro-
visions of Section 1542, and for the purpose of implementing a full
and complete release and discharge of the Company Released Parties
(except as provided in Section 8.1, above), Bream expressly acknow-
ledges that the Release contained in this Agreement is intended to
include in its effect, without limitation, all claims covered by the
release set forth in Section 8.1 above which Bream does not know or
suspect to exist in his favor.
7.3 Bream's Covenant To Forebear. Bream further agrees not to institute,
maintain, or aid any action at law or in equity or any legal pro-
ceeding whatsoever against any or all of the Company Released Parties
(as defined in Section 8.1, above), which is based on, in whole, or
in part, or which arises out of, or is connected with, the claims
hereby released. This covenant includes an agreement to forbear
aiding any action or filing any complaint or cross-complaint in or
related to the current Pacific Industrial Partners litigation.
7.4 Release by the Company. Excepting only the obligations undertaken by
Bream in accordance with this Agreement and except for any obligation
in connection with the Company's obligation to indemnify Bream pursuant
to the Company's Articles of Incorporation or Bylaws as in effect as
of the date hereof, which obligations shall not be released or, except
as specifically set forth in this Agreement, altered or amended in any
way by this Agreement , in exchange for the consideration provided to
the Company in this Agreement, the Company hereby releases, acquits,
relieves and forever discharges Bream and his heirs, assigns, agents,
representatives or attorneys (collectively, the "Bream Released
Parties"), from any and all claims, rights, actions, complaints,
demands, causes of actions, obligations, promises, contracts, agree-
ments, controversies, suits, debts, expenses, damages, attorneys'
fees, costs and liabilities of any nature whatsoever, matured or
unmatured, fixed or contingent (collectively, the "Company Claims")
which the Company ever had, now has, or may claim to have from the
beginning of time to the moment it signs this agreement against the
Bream Released Parties (whether directly or indirectly), or any of
them, by reason of any act, event or omission concerning any matter,
cause or thing, including, without limiting the generality of the
foregoing, any claims related to or arising out of (i) Breams'
employment with the Company or the cessation of that employment;
(ii) any actions taken or failures to act by Bream in his capacity
as an officer or director of the Company; (iii) any common law torts;
(iv) any federal, state or governmental constitution, statute,
regulation or ordinance; or (v) any agreement, express or implied,
between the Company and any of the Bream Released Parties.
7.5 The Company's Release of Unknown Company Claims. Except as pro-
vided in Section 8.4, the Company hereby waives and relinquishes all
rights and benefits afforded by Section 1542 of the Civil Code of
California. The Company hereby acknowledges that it understands the
significance and consequences of this specific waiver of Section
1542. Section 1542 of the Civil Code of California states as follows:
"A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his
settlement with the debtor." Notwithstanding the provisions of
Section 1542, and for the purpose of implementing a full and complete
release and discharge of the Bream Released Parties (except as
provided in Section 8.4 above), the Company expressly acknowledges
that the Release contained in this Agreement is intended to include
in its effect, without limitation, all claims covered by the release
set forth in Section 8.4 above which the Company does not know or
suspect to exist in its favor.
7.6 The Company's Covenant to Forebear. The Company further agrees not
to institute, maintain, or aid any action at law or in equity or any
legal proceeding whatsoever against any or all of the Bream Released
Parties, which is based on, in whole, or in part, or which arises out
of, or is connected with, the Company Claims hereby released.
8. No Employment Rights. Bream acknowledges that effective as of
October 5, 2000, he will no longer be an employee of the Company for
any purpose. Nothing in this Agreement shall be construed to
continue, create or imply any contract of employment between Bream
and the Company.
9. No Admission. Nothing contained in this Agreement or the fact that
the parties have signed this Agreement shall be considered an
admission of any liability whatsoever.
10. Fees and Costs. Bream and the Company agree that in the event of
litigation relating to a breach of this Agreement, the prevailing
party shall be entitled to its attorneys' fees and costs.
11. Successors and Assigns. This Agreement, and all the terms and pro-
visions hereof, shall be binding upon and shall inure to the benefit
of the party and their respective heirs, legal representatives,
successors and assigns.
12. Waiver. No waiver of any of the provisions of this Agreement shall
be deemed, or shall constitute, a waiver of any other provision,
whether or not similar. No waiver shall constitute a continuing
waiver. No waiver shall be binding unless executed in writing by the
party charged with the waiver.
13. Severability. In the event any provision of this Agreement shall
finally be determined by a court of competent jurisdiction to be
unlawful, such provision shall be deemed to be severed from this
Agreement and every other provision of this Agreement shall remain in
full force and effect. If, moreover, any one or more of the pro-
visions contained in this Agreement shall for any reason be held by
a court of competent jurisdiction to be excessively broad, it shall
be construed, by limiting and reducing it, so as to be enforceable
to the extent compatible with the applicable law as it shall then
appear.
14. Miscellaneous.
14.1 Entire Agreement. This Agreement constitutes the entire agreement
and supersedes all prior written or oral and all contemporaneous oral
agreements, understandings and negotiations between the parties with
respect to the subject matter of this Agreement;
14.2 Counterparts. This Agreement may be executed in counterparts, each
of which shall be deemed an original, and all of which shall
constitute one and the same instrument;
14.3 Amendment. This Agreement may not be amended except by an agreement
in writing signed by the parties to this Agreement or their respec-
tive successors-in-interest and expressly stating that it is an
amendment of this Agreement; and
14.4 Governing Law. This Agreement shall be governed in all respects,
including validity, interpretation and effect, by the laws of the
State of California.
14.5 Survival of Representations and Warranties. All representations and
warranties contained in this Agreement shall survive the execution
and delivery of this Agreement.
15. Notices. All notices, requests, demands and other communications
under this Agreement must be in writing and shall be deemed to have
been duly given (i) on the date of service if served personally on
the party to whom notice is to be given; (ii) on the second business
day following delivery to a courier or messenger service guaranteeing
overnight delivery; (iii) on the date of confirmation of receipt if
sent by telecopy or telex and; and (iv) on the date of receipt or
refusal indicated on the return receipt if mailed to the party to
whom notice is to be given by first-class mail, registered or
certified, postage prepaid, return receipt requested, and in each
case, properly addressed as follows:
If to the Company: Worldwide Wireless, Networks, Inc.
770 The City Drive South, Suite 3700
Orange, CA 92868
If to Bream: Charles C. Bream
19027 Loudoun Orchard Road
Leesburg, VA 20175
Any party may change its address for the purpose of this Agreement by
giving the other party written notice of the new address in the manner set
forth above.
[Signature page follows]
This Agreement has been executed as of the day first hereinbefore written.
Dated: October 5, 2000 "COMPANY"
WORLDWIDE WIRELESS NETWORKS, INC., a Nevada corporation
By: /s/ Jack Tortorice
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Jack Tortorice
Chief Executive Officer
"BREAM"
Dated: October 5, 2000
/s/ Charles C. Bream
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Charles C. Bream
