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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the Securities
Exchange Act of 1934
Date of Report: November 16, 2000
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(Date of earliest event reported)
UNITY WIRELESS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 995 91-1940650
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(State or jurisdiction of (Primary Standard Industrial (I.R.S. Employee
incorporation or organization) Classification Code Number) Identification No.)
10900 NE 4th Street, Suite 2300, Bellevue, WA
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98004 (Address of principal executive offices, including zip code)
(800) 337-6642
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(Registrant's telephone number, including area code)
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Item 2. Acquisition or Disposition of Assets.
On November 16, 2000, Unity Wireless Corporation ("Unity") acquired all the
issued and outstanding shares of Ultratech Linear Solutions Inc. ("Ultratech").
Ultratech, founded in May, 1999 and based in Burnaby, British Columbia, Canada,
is a wireless communications technology designer, developer, manufacturer and
marketer specializing in radio frequency high power linear amplifiers.
The acquisition was effected pursuant to a Share Purchase Agreement dated
November 16, 2000 (the "Share Purchase Agreement") among John Robertson
("Robertson"), Mirza Kassam ("Kassam"), Chris Neumann ("Neumann") and Robert
Fetherstonhaugh ("Fetherstonhaugh") as vendors and Unity as purchaser.
Ultratech, Stirling Mercantile Corporation ("SMC"), Peter A. Scott Consulting
Ltd. ("Scott Consulting") and W. Hugh Notman ("Notman") were also parties to the
Share Purchase Agreement.
Pursuant to the terms of the Share Purchase Agreement, Robertson, Kassam,
Neumann and Fetherstonhaugh sold their shares in the capital of Ultratech in
return for 700,000 common shares, par value $0.001 per share, in the common
stock of Unity plus payment of outstanding shareholder loans totaling C$72,000
($46,000). Of the 700,000 shares of Unity stock, 52,500 were issued to Scott
Consulting and Notman, the nominees of SMC, as part payment of a broker's
commission payable to SMC under an engagement letter dated September 22, 2000
(the "Engagement Letter") among Robertson, Kassam, Neumann and Fetherstonhaugh
and Ultratech as vendors and SMC as broker.
The acquisition price was arrived at through arm's length negotiations and
management's determination that a fair acquisition price, based on industry
comparables and appropriate discounts, was approximately C$1,000,000 ($645,000).
The board of Unity ultimately determined that the acquisition price of 700,000
shares of Unity and C$72,000 ($46,000) was favorable to Unity and its
shareholders.
All of Ultratech's management and key employees have been retained. Ultratech
will combine its operations with Unity's wholly owned Unity Wireless Systems
Corporation of Burnaby, British Columbia.
There is no material relationship between the vendors Robertson, Kassam, Neumann
and Fethersonhaugh and Unity or any of its affiliates, any director or officer
of Unity or any associates of any such director or officer.
The foregoing is only a summary of the transaction and is qualified in its
entirety by the terms of the agreements referenced in the summary and attached
as exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial statements of business acquired
Financial statements of business acquired will be filed by February 1,
2001.
(b) Pro forma financial information (showing the effects of the
acquisition)
Pro forma financial information will be filed by February 1, 2001.
(c) Exhibits
2.1 Share Purchase Agreement, dated November 16, 2000 among John
Robertson, Mirza Kassam, Chris Neumann, Robert Fetherstonhaugh, Unity
Wireless Corporation, Stirling Mercantile Corporation, Peter A. Scott
Consulting Ltd., W. Hugh Notman.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
UNITY WIRELESS CORPORATION
/s/ BRYAN R. WILSON
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(Signature)
Bryan R. Wilson
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(Name)
Secretary
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(Position)
December 1, 2000
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(Date)
