Rule 424(b)(3)
SEC File No. 333-91717
SUPPLEMENT NO. 1 TO PROSPECTUS DATED FEBRUARY 24, 2000
TELECOM WIRELESS CORPORATION
MANAGEMENT - DIRECTORS AND EXECUTIVE OFFICERS
In January 2000, Telecom Wireless Corporation employed C. Stephen Guyer as
Vice President-Corporate Finance and Controller. In February 2000, Telecom
Wireless hired Paul J. Hart and Jerry "Michau" Yuen as Chief Executive Officer
and Executive Vice President, respectively, of TWC Acquisitions, Inc., a
wholly-owned subsidiary of Telecom Wireless which was recently formed.
The principal occupations of Messrs. Hart, Guyer and Yuen for at least the
past five years are as follows:
Paul J. Hart, 49, will serve as Chief Executive Officer and a director of
TWC Acquisitions, Inc., a wholly-owned subsidiary of Telecom Wireless. Prior to
joining TWC Acquisitions, Mr. Hart served as Executive Vice President and a
director of Espernet.com, Inc., New York, New York, an Internet service
provider, which he co-founded in June 1999. From 1996 to 1998, Mr. Hart was
corporate counsel for Loewen Group International, Inc., Philadelphia,
Pennsylvania, an international funeral services provider. From 1993 to 1996,
Mr. Hart was engaged in the private practice of law as a sole practitioner in
Morristown, New Jersey, where his practice included a wide variety of
representation in the areas of general corporate law, mergers and acquisitions,
intellectual property, and real estate to domestic and multi-national companies.
From 1990 to 1993, Mr. Hart served as Vice President and General Counsel of
Atlantic Container Line, A.B., South Plainfield, New Jersey, a Swedish shipping
and transportation company. From 1981 to 1990, Mr. Hart served as an attorney
with various subsidiaries of RJR Nabisco, Inc., most recently as Vice
President--Law and Secretary of RJR Nabisco Investments, Inc., New York, New
York, from 1989 to 1990.
C. Stephen Guyer, 46, has served as Vice President-Corporate Finance and
Controller of Telecom Wireless since January 2000. From 1997 to 1999, Mr. Guyer
was employed by Monaco Finance, Inc., Denver, Colorado, a company involved in
financing of sub-prime automobile purchase contracts, where he served as Chief
Credit Officer. From 1994 to 1997, Mr. Guyer served as Chief Financial Officer
for Staff Administrators, Denver, Colorado, a company engaged in the business of
employee leasing. Mr. Guyer has also served on the faculty of Chapman
University, Orange, California (1990 to 1996) and Denver University, Denver,
Colorado (1983 to 1985). Mr. Guyer received a B.S. degree from McPherson
College, McPherson, Kansas in 1973; a B.A. degree, magna cum laude, from
Metropolitan State College, Denver, Colorado in 1980; and an M.B.A., magna cum
laude, in 1982, and an M.A., summa cum laude, in 1983, from the University of
Denver, Denver, Colorado.
Messrs. Hart and Guyer may be deemed to be executive officers.
Jerry Chiu Hung "Michau" Yuen, 33, will serve as Executive Vice
President-Business Development of TWC Acquisitions, Inc., a wholly-owned
subsidiary of Telecom Wireless. From April 1999 to February 2000, Mr. Yuen was
employed by Espernet.com, New York, New York, with his most recent position
being Executive Vice President. From August 1997 to April 1999, Mr. Yuen served
as President of Apollo Audio LLC, New York, New York, a company that distributed
high-end audio equipment throughout Europe and the United States. From April
1996 to August 1997, Mr. Yuen was Vice President and Chief Product Designer with
Osiris Audionics, Inc., New York, New York, engaged in the business of
manufacturing and selling high-end audio furniture. From January 1994 until
April 1996, Mr. Yuen was a manager with Prosil International, Inc., New York,
New York, a dry and canned food products company, where his responsibilities
included working with the marketing and sales departments on international
consumer-product trading.
Effective March 21, 2000, Kosta S. Kovachev resigned as an officer and
employee of Telecom Wireless to pursue other business opportunities. Mr.
Kovachev has agreed to continue serving as a director of Telecom Wireless until
a replacement can be located. In addition, he will provide consulting services
to Telecom Wireless through July 2000. The options for the purchase of 1,000,000
shares of Telecom Wireless common stock held by Mr. Kovachev have been
cancelled. Management presently is seeking a Chief Financial Officer for Telecom
Wireless. In addition, Robert L. Fredrick resigned as an officer and employee of
Telecom Wireless effective May 6, 2000. Upon termination of his employment,
options held by him for the purchase of 500,000 shares of common stock will be
cancelled.
Paul L. Francis resigned as Chief Technology Officer in March 2000. Telecom
Wireless presently is in negotiations with him with respect to termination
arrangements. Options for the purchase of 200,000 shares of Telecom Wireless
common stock held by Mr. Francis have been cancelled.
Telecom Wireless does not anticipate that changes in management will have
any significant effect on implementation of its business plan.
BUSINESS - CURRENT OPERATIONS
Telecom Wireless has entered into term sheets for the acquisition of six
companies. Consummation of any of these acquisitions is subject to negotiation
and execution of a definitive acquisition agreement, completion of due
diligence, receipt of legal opinions, financing, regulatory compliance and other
matters.
In December 1999 Telecom Wireless entered into an agreement with Adaptive
Broadband Corporation for the purchase of broadband wireless telecommunications
equipment and services. Pursuant to that contract, Telecom Wireless was
obligated to take delivery of and remit payment on March 15, 2000, for equipment
having a purchase price of approximately $3,450,090. Telecom Wireless has not
made the required payment and negotiations are continuing with Adaptive
Broadband and financing sources to procure the funds necessary to implement the
rollout of the wireless broadband strategy in several markets.
In April 2000, the Roberts Family Trust and Calvin D. Smiley, President and
Chief Executive Officer, agreed to make equity investments aggregating $15
million in Telecom Wireless. The Roberts Family Trust is controlled by James C.
Roberts, Chairman of the Board, and Lynne K. Roberts, his spouse. The Roberts
Family Trust subscribed to purchase 3,400,000 shares of common stock at a
purchase price of $2.94 per share, or a total of $10,000,000, and Mr. Smiley
subscribed to purchase 2,000,000 shares at a purchase price of $2.50 per share,
or a total of $5,000,000. Each paid the purchase price in the form of a
full-recourse promissory note to be secured by the shares purchased. The buyers
are arranging loans secured by the shares purchased, the proceeds from which
will be used to pay principal and interest on the promissory notes. Telecom
Wireless has agreed to register the shares purchased and to subordinate its
security interest in the shares purchased to the security interest of the lender
if required to facilitate the loans. The dates the notes will be paid, in whole
or in part, is uncertain.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
In March 2000, Telecom Wireless entered into an agreement with The Wall
Street Trading Group, San Francisco, California, for the provision of public
relations services. Telecom Wireless agreed to issue to Wall Street Trading
options for the purchase of 1,000,000 shares of Telecom Wireless common stock at
prices ranging from $6.50 to $9.50 per share. The options are exercisable for
"free trading shares." In accordance with interpretations by the Securities and
Exchange Commission, Telecom Wireless is not presently able to register the
option shares for public sale. Accordingly, it is unlikely these options will
be exercised in the near term, if ever. Since Wall Street Trading is deemed to
beneficially own the 1,000,000 shares issuable upon exercise of the options, it
beneficially owns approximately 5.3% of the common stock of Telecom Wireless
based on 18,947,494 shares being issued and outstanding as of March 28, 2000.
Correspondingly, the security ownership of management and beneficial owners of
more than 5% of the outstanding shares of common stock have decreased slightly
SELLING STOCKHOLDERS
Telecom Wireless amended the repricing warrants described in the prospectus
under "Selling Stockholders" to make them exercisable for three-quarters of a
share of Telecom Wireless common stock for each share subject to the repricing
warrants. As a result, Telecom Wireless has issued or will issue an additional
350,224 shares of its common stock to the holders of the repricing warrants.
The additional shares have been registered in the registration statement of
which this prospectus is a part.
BUSINESS - LEGAL PROCEEDINGS
In March 2000, Telecom Wireless and One Clearlake Centre entered into an
agreement settling the lawsuit filed by One Clearlake Centre for breach of an
office lease in West Palm Beach, Florida. Pursuant to the agreement Telecom
Wireless paid One Clearlake Centre $50,609 and is obligated to pay an additional
$50,609 on the date the space is ready for occupancy. In addition, Telecom
Wireless agreed to issue to One Clearlake Centre 40,000 restricted shares of
Telecom Wireless' common stock with registration rights as the security deposit
under the lease. Telecom Wireless is informed the space is ready for occupancy.
Rent due on April 1, 2000, has been paid.
In addition, Telecom Wireless has paid the settlement amount in connection
with the Coker & Palmer litigation.
On March 31, 2000, Telecom Wireless and James C. Roberts, Chairman of the
Board, were sued (Kiam Interests, Ltd., et al, v. Telecom Wireless Corporation,
et al, case number 00 CIV 2347 pending in the United States District Court for
the Southern District of New York) for $625,000 plus interest and collection
costs in connection with promissory notes issued to investors through First
Equity Capital Securities, Inc. In addition, the investors claim breach of
contract to issue stock purchase warrants and to register the shares of common
stock issuable upon exercise of the warrants and breach of contract to
compensate the placement agent. The maturity dates of the notes were in October
and November 1999. Upon default, the interest rate increased from 10% to 18%
per annum and Telecom Wireless was obligated to maintain an effective
registration statement with respect to the common stock underlying the notes and
into which the holders have the option to convert the notes. Telecom Wireless,
at its option, has the right to convert principal and accrued interest on the
notes into the common stock of Telecom Wireless at a price which is equal to 50%
of the five-day average closing bid price of the common stock for the period
immediately prior to the notice of conversion given by Telecom Wireless. Since
the lawsuit is in the early stages, no assessment of the probable outcome
presently is possible.
On March 16, 2000, Carr, Riggs & Ingram, LLP filed a complaint against
Telecom Wireless (pending in the Circuit Court, Fourteenth Judicial Circuit of
the State of Florida) for $25,743 (less $6,057 previously paid) plus interest,
attorney fees and costs under an alleged oral agreement with respect to
accounting services performed for a company which Telecom Wireless expected to
acquire. Telecom Wireless is investigating this matter. At this early stage of
the proceedings, no assessment of the probable outcome is possible.
The date of this Supplement is April 14, 2000
