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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: December 30, 2000
(Date of earliest event reported)
UNITY WIRELESS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 9995 91-1940650
(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 98004
(Address of principal executive offices, including zip code)
(800) 337-6642
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets.
Effective December 30, 2000, Unity Wireless Integration Corporation ("UWIC"), a
wholly owned subsidiary of Unity Wireless Corporation ("Unity"), disposed of all
of its assets and obligations, including its shareholding interest in Unity
Wireless Integration (S) Pte Ltd., a Singapore company ("UW Singapore"). The
disposition was effected pursuant to an Asset Purchase Agreement, dated for
reference December 30, 2000 (the "Asset Purchase Agreement"), among UWIC as
vendor and Lyma Sales & Management Corp., a British Columbia, Canada company
("Lyma") as purchaser. Unity was also a party to the Asset Purchase Agreement.
Under the terms of the Asset Purchase Agreement, UWIC sold all its assets in
return for Cdn.$92,000 (US$61,500), payable within one year of closing, in equal
semi-annual instalments of Cdn.$46,000 (US$30,730), plus interest on the unpaid
balance at a rate equal to the prime rate of HSBC Canada per annum. Also in
consideration of the purchase of assets, Lyma agreed to repay a Cdn.$54,000
(US$37,100) demand loan within ten business days of closing. The loan has been
repaid as agreed.
The disposition price was arrived at through arm's length negotiations and
management's determination that the purchase price of Cdn.$92,000 (US$61,500)
represented a fair disposition price for the included assets.
There is no material relationship between Lyma and Unity or any of its
affiliates. Lyma is wholly owned by Siavash Vojdani. Before the disposition
reported on herein, however, Mr. Vojdani was a director of the Company and also
the employee of the Company responsible for management of the operations of UWIC
and its wholly owned subsidiary UW Singapore. Mr. Vojdani resigned as a director
of the Company effective December 29, 2000; Mr. Vojdani's employment with the
Company was terminated effective December 30, 2000.
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.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(b) Pro forma financial information (showing the effects of the disposition)
Pro forma financial information will be filed by March 16, 2001.
(c) Exhibits
2.1 Asset Purchase Agreement, dated for reference December 30, 2000, among
Unity Wireless Integration Corporation as vendor, Lyma Sales & Management
Corp. as purchaser and Unity Wireless Corporation.
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/ Roland Sartorius
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(Signature)
Roland Sartorius
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(Name)
Secretary
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(Position)
January 15, 2001
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(Date)
