<PAGE> 1
As filed with the Securities and Exchange Commission on April 26, 2000
File No. 333-35440 Commission file number: .
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BROADBAND WIRELESS INTERNATIONAL CORPORATION
--------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Nevada 7370 75-1441442
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<S> <C> <C>
(State or Other Jurisdiction (Primary Standard (Employer
of Incorporation Industrial Classification Identification
or Organization) Code) Number)
</TABLE>
1301 AVENUE M, PO BOX 31, CISCO, TEXAS 76437
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(Address, Including Zip Code, of Principal Executive Offices)
2000 STOCK OPTION PLAN OF BROADBAND WIRELESS INTERNATIONAL CORPORATION
----------------------------------------------------------------------
(Full Title of the Plan)
IVAN W. WEBB
BROADBAND WIRELESS INTERNATIONAL CORPORATION
1301 AVENUE M, PO BOX 31
CISCO, TEXAS 76437
(254) 442-3968
----------------------------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in this Part I are being
separately provided to the Registrant's employees, officers, directors and
consultants as specified by Rule 428(b)(1) promulgated under the Securities Act
of 1933, as amended; including the Section 10(a) Prospectus set forth below.
<PAGE> 3
SECTION 10(A) PROSPECTUS
OF
2000 STOCK OPTION PLAN OF
BROADBAND WIRELESS INTERNATIONAL CORPORATION
April 26, 2000: This document constitutes part of a prospectus covering
securities of BroadBand Wireless International Corporation, a Nevada corporation
(the "Company"), that have been registered under the Securities Act of 1933, as
amended (the "Securities Act"). This document, a Section 10(a) Prospectus,
contains and constitutes four sections:
o The first section found below is Item 1. Plan Information.
o The second section found below is Item 2. Registrant Information and
Employee Plan Annual Information.
o The third section is our latest Form 10-KSB, for the fiscal year ended
March 31, 1999, which is incorporated herein by this reference, which
you are being provided simultaneously with this document.
o The fourth section is a Stock Option Agreement and Exercise Notice
which you are being provided simultaneously with this document, which
must be completed and submitted to us within the time allowed together
with the exercise price if you wish to exercise options.
ITEM 1. PLAN INFORMATION.
GENERAL PLAN INFORMATION. Our board of directors ("Board") has adopted the 2000
Stock Option Plan of Broadband Wireless International Corporation ("Plan"). The
Board originally approved the preparation of a stock option plan on November 29,
1999 and adopted the final and amended Plan on April 17, 2000. The Plan is
intended to:
o encourage selected officers, directors, employees and consultants to
improve operations and increase profits of us or our affiliates;
o encourage selected officers and employees to accept or continue
employment with us or our affiliates; and
o increase the interest of selected officers, directors, employees and
consultants in our welfare through participation in any growth in
value of the Common Stock.
Pursuant to the Plan, the Board can authorize the granting of options to
purchase ("Options") up to an aggregate of eight million shares ("Option
Shares") of our common stock, par value $0.0125 per share ("Common Stock"). The
term of the Plan is five years or until the Options have been exercised for all
8,000,000 shares subject to the Plan, whichever is earlier, although the Board
may terminate the Plan earlier without shareholder consent except with respect
to Options then outstanding. Also, an Option exercisable by an employee, other
than a director or consultant, will terminate three months after termination of
employment with us. The Board may amend the Plan at any time. Without the
consent of an optionee, however, no amendment may affect outstanding Options
except to conform the Plan and Options granted under the Plan to securities or
tax laws relating to the Options. No amendment requires shareholder approval
unless the Board concludes that shareholder approval is advisable.
<PAGE> 4
The Board has established an Option Committee, which consists of two of our
directors, to serve as Plan Administrator to manage the Plan. The Option
Committee does the following:
o interprets the Plan;
o determines which persons receive Options;
o decides the number of shares subject to the Options; and
o establishes other terms of the Options not already established in the
Plan.
The actions of the Option Committee are binding on all persons.
Directors of our Board are elected at each annual meeting of our shareholders.
The term each director serves is one year. If an annual meeting of our
shareholders is not held, however, each director serves until his successor is
duly appointed. If a vacancy in the Option Committee arises, then the vote of a
majority of the Board will select a successor, or, if the vacancy is not filled
by the remaining Board, then the vote of shareholders may also elect a successor
to fill such vacancy. Option Committee members serve for one year or until their
successors are appointed by the Board. Option Committee members can be removed
or appointed at any time for any reason by the majority vote of the Board, and
may, in the discretion of the Board, include more than two directors.
The Plan is not subject to the provisions of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA") or qualified under Section 401(a) of
the Internal Revenue Code of 1986, as amended ("Code").
Information concerning any changes in the Plan or the Option Committee will be
provided in the future either in our proxy statements, annual or other reports,
or in amendments to this document. Requests for additional Plan information
should be addressed to us at Option Committee, BroadBand Wireless International
Corporation, 1301 Avenue M, P.O. Box 31, Cisco, Texas 76437, telephone number
(254) 442-3968.
SECURITIES TO BE OFFERED. The Plan provides for the issuance of up to 8 million
shares of Common Stock. The Common Stock has been registered under Section 12 of
the Securities Exchange Act of 1934.
EMPLOYEES WHO MAY PARTICIPATE IN THE PLAN. The Option Committee will determine,
in its discretion, which of our employees are eligible to receive Options under
the Plan. The term "employee" includes any employee, director, officer, or
consultant or advisor of the Company or any of its subsidiaries. However,
consultants and advisors must render bona fide services which are either not:
o in connection with the offer or sale of securities in a
capital-raising transaction; or
o directly or indirectly related to the promotion or maintenance of a
market in our securities.
PURCHASE OF SECURITIES PURSUANT TO THE PLAN AND PAYMENT FOR SECURITIES OFFERED.
Options granted under the Plan will be exercisable for a term of not more than
five years from the date of grant. Each Option granted may have a different term
as determined by the Option Committee. Options may be granted for different
amounts of Option Shares, and may be exercisable at different times and for
different amounts of Option Shares, all as determined by the Option Committee.
If an Option granted under the
<PAGE> 5
Plan should expire or terminate for any reason without having been exercised in
full, then the shares not purchased subject to that Option would again be
available for grant under the Plan.
The exercise price payable to us for Option Shares will be determined by the
Option Committee, in its discretion, at the time Options are granted. Each
Option granted may have a different exercise price. The exercise of any Option
will be contingent on receipt by us of the exercise price paid in either cash,
certified or personal check payable to us.
The Option Shares and the exercise price of outstanding Options are subject to
proportionate adjustment in the event of a stock dividend on the Common Stock or
a change in the number of issued and outstanding shares of Common Stock as a
result of a stock split, consolidation, or other recapitalization. Also, in
connection with:
o any merger, consolidation, acquisition, separation, or reorganization
in which more than 50% of the outstanding shares of the Company are
converted into cash or into another security;
o any dissolution or liquidation of the Company or any partial
liquidation involving 50% or more of the assets of the Company;
o any sale of more than 50% of the Company's assets; or
o any like occurrence in which the Company is involved;
the Option Committee may, in its absolute discretion, do one or more of the
following upon ten days' prior written notice to all optionees:
o accelerate any vesting schedule to which an Option is subject;
o cancel Options upon payment to each optionee in cash, with respect to
each Option to the extent then exercisable, of any amount which, in
the absolute discretion of the Option Committee, is determined to be
equivalent to any excess of the market value (at the effective time of
such event) of the consideration that such optionee would have
received if the Option had been exercised before the effective time of
such event over the exercise price of the Option;
o shorten the period during which such Options are exercisable (provided
they remain exercisable), to the extent otherwise exercisable, but not
less than at least ten days after the date the notice is given); or
o arrange that new option rights be substituted for the option rights
granted under this Plan, or that the Company's obligations as to
Options outstanding under this Plan be assumed by another employer
corporation.
The Plan is not subject to ERISA and the securities are being issued by us and
not purchased on the open market or otherwise.
RESALE OF COMMON STOCK. The Option Shares have been initially registered
pursuant to a Form S-8 registration statement filed by us. Subsequent resales of
shares obtained pursuant to the Plan may be eligible for immediate resale if a
resale exemption from registration is available. We make no statement
<PAGE> 6
as to subsequent salability of specific shares obtained pursuant to the Plan and
urge any persons seeking to sell shares so obtained to seek independent legal
counsel.
As may be applicable for subsequent resale of shares obtained from the Plan, the
Option Committee believes that we have filed all reports and other materials
required to be filed during the preceding 12 months under the Securities
Exchange Act of 1934 as of April 21, 2000.
TAX EFFECTS OF PLAN PARTICIPATION AND NONSTATUTORY OPTIONS. The following
discussion of the federal income tax consequences of participation in the Plan
is only a summary, does not purport to be complete, and does not cover, among
other things, state and local tax consequences. Additionally, differences in
participants' financial situations may cause federal, state, and local tax
consequences of participation in the Plan to vary. Therefore, each participant
in the Plan is urged to consult his or her own accountant, legal or other
advisor regarding the tax consequences of participation in the Plan. This
discussion is based on the provisions of the Code in effect as of April 21,
2000.
The difference between the fair market value of the Common Stock received by
those who exercise Options and the exercise price will be deemed to be
compensation for services which is ordinary income under the Code. As with other
forms of compensation, federal and state withholding taxes generally will be due
with respect to the exercise of the options and must be paid to us by those
exercising the Options. The amount of this payment will be determined by us.
FORFEITURES AND PENALTIES. If an Optionee does not pay us the withholding taxes
discussed above the Option will terminate with respect to any unexercised Option
Shares and we will have the right to take legal action against the Optionee to
collect the amount due.
ASSIGNMENT OF INTEREST. No Option granted under the Plan is assignable or
otherwise transferable by the optionee except by will, by the laws of descent
and distribution, or pursuant to a qualified domestic relations order. During
the life of the optionee, an Option is exercisable only by the optionee;
provided that if the optionee is subject to a disability as defined in the Plan,
the optionee, or the optionee's personal representative, may exercise the Option
and, in the event of the optionee's death, the optionee's estate or a legal
representative thereof, may exercise the Option.
ANY INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING RISKS BEFORE MAKING AN INVESTMENT DECISION.
RISKS CREATED BY OUR HISTORY OF LOSSES AND OUR EXPECTED FUTURE LOSSES. Before
our entry into the telecommunication business in January, 2000, we were an oil
and gas company which had very limited activity from 1986 to 1999. We have
incurred losses since our entry into the telecommunication business, which
includes:
o the broadband wireless access market;
o prepaid international debit cards; and
o the build out of satellite earth stations;
and we expect to continue to incur net losses for the foreseeable future. If our
revenues do not increase or if our expenses increase at a greater pace than our
revenues, then we will never become profitable.
<PAGE> 7
RISKS CREATED BY OUR EXTREMELY LIMITED OPERATING HISTORY, WHICH LIMITS YOUR
ABILITY TO EVALUATE OUR BUSINESS AND INCREASES THE RISK OF YOUR INVESTMENT. We
have an extremely limited operating history in the telecommunication business,
and the revenue and income potential of our business and market are unproven.
This limits your ability to evaluate our prospects due to:
o our limited historical financial data from our telecommunication
products;
o our unproven potential to generate profits; and
o our limited experience in addressing emerging trends that may affect
our business.
We face risks and uncertainties relating to our ability to implement our
business plan successfully. You should consider our prospects in light of the
risks, expenses and difficulties we may encounter.
RISK OF OUR STOCK PRICE DECLINING BECAUSE OF OUR FLUCTUATING OPERATING RESULTS.
Our operating results are likely to vary significantly in the future. These
variations result from a number of factors, including:
o the uncertain timing and level of market acceptance for our systems
and products;
o reductions in pricing by us or our competitors;
o the mix of systems and products sold by us and the mix of sales
channels through which they are sold; and
o changes in the prices or delays in deliveries of the components we
purchase or license.
A delay in the recognition of revenue, even from one customer, may have a
significant negative impact on our results of operations for a given period.
Period-to-period comparisons of our results of operations are not possible
because of our limited operating history. If our operating results fall below
the expectations of investors in future periods, then our share price will
likely decline. Also, we expect only a small portion of our expenses to vary
with our revenues. If revenue levels for a quarter fall below our expectations,
then we will not be able to timely adjust expenses accordingly, which would harm
our operating results in that period.
RISK THAT THE COMMUNICATIONS AND INTERNET INDUSTRIES DO NOT CONTINUE TO GROW AND
EVOLVE IN A MANNER FAVORABLE TO US OR OUR BUSINESS STRATEGY. Our future success
depends on the continued growth of the communications industry and, in
particular, the Internet. The global communications and Internet industries are
evolving rapidly, and it is difficult to predict growth rates or future trends
in technology development.
In addition, the deregulation, privatization and economic globalization of the
worldwide communications market, that have resulted in increased competition and
escalating demand for new technologies and services, may not continue in a
manner favorable to us or our business strategies. In addition, the growth in
demand for Internet services and the resulting need for high-speed or enhanced
communications products may not continue at its current rate or at all.
RISKS CREATED BY TECHNOLOGICAL CHANGE. The telecommunication industry is rapidly
evolving and is subject to technological change and innovation. If we do not
develop new systems and products in response to customer requirements or in a
timely way, then customers may not buy our products, which
<PAGE> 8
would seriously harm our business. We may experience design or manufacturing
difficulties that could delay or prevent our development, introduction or
marketing of new systems and products, any of which could cause us to incur
unexpected expenses or lose revenues. If we are unable to comply with diverse,
new or varying governmental regulations or industry standards in each of the
many worldwide markets in which we compete, we may not be able to respond to
customers in a timely manner, which would harm our business.
RISK OF COMPETITION DECREASING OUR MARKET SHARE, NET REVENUES AND GROSS MARGINS.
The market for our systems and products is intensely competitive, rapidly
evolving and subject to rapid technological change. Most of our competitors and
potential competitors have substantially greater financial, technical,
distribution, marketing and other resources than we have. Thus, they may be able
to respond more quickly to new or changing opportunities, technologies and other
developments. In addition, many of our competitors have:
o longer operating histories;
o greater name recognition; and
o established relationships with system integrators and service
providers.
We may not be able to compete successfully against our current and future
competitors and competitive pressures may seriously harm our business.
COMPETITION MAY RESULT IN LOWER AVERAGE SELLING PRICES AND WE MAY BE UNABLE TO
REDUCE OUR COSTS AT OFFSETTING RATES, WHICH MAY IMPAIR OUR ABILITY TO ACHIEVE OR
MAINTAIN PROFITABILITY. We expect that price competition among our competitors
will reduce our gross margins in the future. We anticipate that the average
selling prices of our systems and products will continue to decline as product
technologies mature. These declines in average selling prices will generally
lead to declines in gross margins and total profitability for these systems and
products. Also, because we do not manufacture our own systems and products, we
may be unable to reduce our manufacturing costs in response to declining average
per unit selling prices. If we are unable to reduce our costs to offset declines
in average selling prices, then we may not be able to achieve or maintain
profitability.
On the other hand, our competitors may be able to achieve greater economies of
scale and may be less vulnerable to the effects of price competition than we
are.
RISKS ASSOCIATED WITH DEPENDING ON A LIMITED NUMBER OF CONTRACT MANUFACTURERS.
We currently have relationships with a limited number of contract manufacturers
for the manufacturing of our systems and products. These relationships may be
terminated by either party with little or no notice. For example, any failure of
necessary worldwide manufacturing capacity to rise along with a rise in demand
could result in our subcontract manufacturers allocating available capacity to
larger customers or to customers that have long-term supply contracts in place.
If our manufacturers are unable or unwilling to continue manufacturing our
systems and products in required volumes, then we would have to identify
qualified alternative manufacturers, which would result in delays that could
cause our results of operations to suffer. Our limited experience with these
manufacturers does not provide us with a reliable basis on which to project
their ability to meet delivery schedules, yield targets or costs.
If we are required to find alternative manufacturing sources, then we may not be
able to satisfy our production requirements at acceptable prices and on a timely
basis, if at all. Any significant interruption in supply would affect the
allocation of systems or products to customers, which in turn could seriously
harm our business.
<PAGE> 9
RISK OF LOSS OF COMPONENT SUPPLIERS. We currently obtain key components from a
limited number of suppliers. We generally do not have long-term supply contracts
with our suppliers. These factors present us with the following risks:
o delays in delivery or shortages in components, which are typical in
our industry, could interrupt and delay manufacturing and result in
cancellation of orders for our systems and products;
o suppliers could increase component prices significantly and with
immediate effect;
o we may not be able to develop alternative sources for components, if
or as required in the future;
o suppliers could discontinue the manufacture or supply of components
used in our systems or products, which might cause us to modify our
systems or products and could result in delays in shipments, increased
manufacturing costs and increased prices; and
o to compensate for potential component shortages or discontinuation, we
may be required to hold more inventory than is immediately needed
which increases our costs.
The occurrence of any of these or similar events would harm our business.
RISKS ASSOCIATED WITH THE LOSS OF ONE OR MORE OF OUR KEY CUSTOMERS. We expect
that we will depend on a relatively limited number of customers for a
substantial portion of our revenues in future periods. The loss of a major
customer or the reduction, delay or cancellation of orders from one or more of
our customers could seriously harm our ability to sustain revenue levels, which
would seriously harm our operating results.
RISK ASSOCIATED WITH NOT HAVING LONG-TERM CUSTOMER CONTRACTS. We sell our
systems and products based on individual purchase orders. Our customers are
generally not obligated by long-term contracts to purchase our systems and
products. Thus, they can generally cancel or reschedule orders on short notice
and can discontinue using our systems or products at any time.
The inability to retain our customers and increase their orders would seriously
harm our business.
RISK BECAUSE OF OUR LONG PRODUCT DEVELOPMENT PROCESS AND SALES CYCLE. The sales
cycle associated with our systems and products can be lengthy and subject to a
number of significant risks over which we have little or no control. For
example, a customer's decision to purchase many of our systems and products
typically involve the following:
o a significant technical evaluation;
o formal internal procedures associated with capital expenditure
approvals; and
o testing and acceptance of new systems that affect key operations.
Our next-generation systems and products are expected to have even longer sales
cycles and involve demonstrations, field trials and other evaluation periods,
which will further lengthen the sales cycle. Because of the growing sales cycle
and the possibility that we may rely on a concentrated number of
<PAGE> 10
customers for our revenues, our operating results could be seriously harmed if
our revenues do not materialize when anticipated, or at all.
RISK CREATED BY EXPANSION. We are actively expanding our operations by acquiring
other businesses as subsidiaries. In this regard, we have acquired two
businesses since January, 2000 which are operating as subsidiaries and we are
negotiating to acquire other businesses. This growth has placed, and will
continue to place, a significant strain on our managerial, operational and
financial resources. There is a risk that we may not have made adequate
allowances for the costs and risks associated with this expansion.
To manage growth effectively, we must, among other things:
o improve and expand our information and financial systems, and
managerial procedures and controls;
o hire, train, manage and retain qualified employees; and
o effectively manage relationships with our customers, suppliers and
other third parties.
There is a risk that our systems, procedures or controls may not be adequate to
support our operations, and our management may be unable to offer and expand our
product categories successfully. Any delay in implementing, or transitioning to,
new or enhanced systems, procedures or controls may seriously harm our ability
to record and report financial and management information on a timely and
accurate basis or otherwise manage our expanding operations. If we are unable to
do so effectively, then our business may be seriously harmed.
RISKS OF ACQUIRING NEW AND COMPLEMENTARY BUSINESSES, PRODUCTS OR TECHNOLOGIES.
We have and are making investments in complementary companies, products or
technologies as described above in "Risk Created By Expansion". If we acquire a
company, then we may have difficulty integrating that company's personnel,
operations, products and technologies. These difficulties may:
o disrupt our ongoing business;
o distract our management and employees; and
o increase our expenses.
Moreover, the anticipated benefits of any acquisition may not be realized.
Future acquisitions, which are anticipated, could result in various factors
which could seriously harm our business such as:
o dilutive issuances of equity securities;
o the incurrence of debt;
o contingent liabilities or amortization expenses related to goodwill;
and
o other intangible assets and the incurrence of large and immediate
write-offs.
<PAGE> 11
RISK OF LOSS OF KEY PERSONNEL AND IF OUR SENIOR MANAGEMENT TEAM IS UNABLE TO
WORK TOGETHER EFFECTIVELY, THEN OUR BUSINESS MAY BE SERIOUSLY HARMED. Our future
success depends in large part on the continued services of our senior management
and key personnel. We do not carry key person life insurance on our senior
management or key personnel. Any loss of the services of senior management or
other key personnel could seriously harm our business.
Also, most of our existing senior management personnel joined us in the last
three months. As a result, our senior management team has had a limited time to
work together. If they are unable to work together effectively to manage our
telecommunication business and organization as a public company, then our
business may be seriously harmed.
RISKS ASSOCIATED WITH INABILITY TO ATTRACT, TRAIN AND RETAIN QUALIFIED
ENGINEERS, MARKETING, SALES AND TECHNICAL SUPPORT PERSONNEL. There is a risk we
may not be able to hire and retain necessary personnel which would result in our
business not developing, and our operating results being harmed.
For example, we will need to hire additional engineers and highly trained
technical support personnel in order to succeed. We will need to increase our
technical staff to support new customers and the expanding needs of existing
customers, as well as for our continued research and development operations.
Hiring engineers, marketing, sales and technical support personnel is very
competitive in our industry because of the limited number of people available
with the necessary skills and understanding of our products. Our systems and
products also require a sophisticated marketing and sales effort targeted at
several levels within a prospective customer's organization. Competition for
qualified sales personnel is intense, and we may not be able to hire sufficient
sales personnel to support our marketing efforts.
RISK ASSOCIATED WITH OPERATIONS IN INTERNATIONAL MARKETS. We expect that
international sales will account for a significant portion of our revenues. Our
reliance on international sales and operations exposes us to foreign political
and economic risks, which may impair our ability to generate revenues. Any of
the difficulties of conducting business internationally which are described
below could seriously harm our business. These risks include:
o economic and political instability;
o trade restrictions;
o more limited protection of intellectual property rights;
o changes in regulatory requirements;
o changes in licensing frequencies to service providers for our
broadband wireless access markets; and
o import or export licensing requirements and tariffs.
For example, the emergence or evolution of regulations and industry standards
for our systems and products, through official standards committees or
widespread use by operators, could require us to modify our systems and
products, which may be time-consuming, and to incur substantial compliance
costs. Radio frequencies are subject to extensive regulation under the laws of
the United States, foreign laws and international treaties, and each country may
have different regulations and regulatory processes for wireless communications
equipment and uses of radio frequencies. Failure by the regulatory authorities
to allocate suitable, sufficient radio frequencies to potential customers in a
timely manner
<PAGE> 12
could result in the delay or loss of potential orders for our systems in the
broadband wireless access market.
We are also subject to export control laws and regulations with respect to all
of our products and technology. We are subject to the risk that more stringent
export control requirements could be imposed in the future on product classes
that include products exported by us, which would result in additional
compliance burdens and could impair the enforceability of our contract rights.
We may not be able to renew our export licenses as necessary from time to time.
In addition, we may be required to apply for additional licenses to cover
modifications and enhancements to our products. Any revocation or expiration of
any requisite license, the failure to obtain a license for product modifications
and enhancements, or more stringent export control requirements could seriously
harm our business.
RISK OF INFRINGEMENT CLAIMS HARMING OUR ABILITY TO SELL OUR PRODUCTS AND
RESULTING IN SUBSTANTIAL LIABILITIES. We expect that we will increasingly be
subject to license offers and infringement claims as the number of products and
competitors in our market grows and the functionality of products overlaps. For
example, third parties could assert, and it could be found, that our
technologies infringe their proprietary rights. We could incur substantial costs
to defend any litigation, and intellectual property litigation could force us to
do one or more of the following:
o obtain licenses to the infringing technology;
o pay substantial damages under applicable law;
o cease the manufacture, use and sale of infringing products; or
o expend significant resources to develop non-infringing technology.
Thus, any infringement claim or litigation against us could significantly harm
our business, operating results and financial condition.
RISK OF FAILING TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY. Our success
depends in part on our ability to protect our proprietary technologies. We rely
on a combination of patent, copyright and trademark laws, trade secrets and
confidentiality, and other contractual provisions to establish and protect our
proprietary rights. Our pending or future patent applications may not be
approved and the claims covered by the applications may be reduced. Even if our
patents are allowed they may not be of sufficient scope or strength, and others
may independently develop similar technologies or products, or design around our
patents. Thus, our patents may not provide us competitive advantages.
Litigation, which could result in substantial costs and diversion of effort by
us, may also be necessary to enforce any patents issued or licensed to us or to
determine the scope and validity of third-party proprietary rights. Any
litigation, regardless of outcome, could be expensive and time consuming, and
adverse determinations in the litigation could seriously harm our business.
RISKS OF UNDETECTED HARDWARE DEFECTS OR SOFTWARE ERRORS MAY INCREASE OUR COSTS
AND IMPAIR THE MARKET ACCEPTANCE OF OUR SYSTEMS. Our systems and products may
contain undetected defects or errors. This may result either from:
o defects in components supplied by third parties; or
o errors in our systems and products that we have failed to detect.
<PAGE> 13
These defects or errors are likely to be found from time to time in new or
enhanced products and systems after we have delivered them to our customers.
Our customers integrate our systems and products into their networks with
components from other vendors. Thus, when problems occur it may be difficult to
identify the component that caused the problem. Regardless of the source of
these defects or errors, we will need to divert the attention of our engineering
personnel to address the defect or error. We may incur significant warranty and
repair costs related to defects or errors, and we may also be subject to
liability claims for damages related to these defects or errors.
Also, the occurrence of defects or errors, whether caused by our systems or
products or the components of another vendor, may result in significant customer
relation problems and injury to our reputation and may impair the market
acceptance of our systems and products.
RISKS ASSOCIATED WITH THE BROADBAND WIRELESS MARKET. Part of our future success
depends on high-speed wireless communications products gaining market acceptance
as a means to provide voice and data communications services. Because these
markets are relatively new, it is difficult to predict which market segments
will develop or expand. We have recently invested and expect to continue to
invest significant time and resources in the development of new products for
this market. If service providers adopt technologies other than the high-speed
access and other wireless technologies that we offer, then we will not be able
to sustain or expand our business.
Well-capitalized companies such as Cisco Systems, Lucent Technologies, Nortel
Networks, Newbridge Networks and other vendors have announced plans to enter, or
are potential entrants into, the broadband wireless market. Most of these
competitors have existing relationships with one or more of our prospective
customers. We also face competition from other technologies such as digital
subscriber line, fiber, and cable.
WE WILL NEED TO RAISE ADDITIONAL CAPITAL IN THE FUTURE, AND THERE IS A RISK OF
NOT BEING ABLE TO SECURE ADEQUATE FUNDS ON ACCEPTABLE TERMS. We expect that in
the near future we will need to raise additional funds for working capital and a
number of other uses, including:
o implementing further marketing and sales activities;
o acquiring complementary technologies or businesses;
o expanding research and development programs; and
o hiring additional qualified personnel.
We expect that we may have to raise funds even sooner in order to:
o fund more rapid expansion;
o respond to competitive pressures; or
o otherwise respond to unanticipated requirements.
If we raise additional funds through the issuance of equity or convertible debt
securities, then the percentage ownership of our existing stockholders will be
reduced. We may not be able to obtain additional funds on acceptable terms, or
at all.
<PAGE> 14
If we cannot raise needed funds on acceptable terms, then we may not be able to:
o maintain or increase our ongoing operations;
o complete our planned expansion;
o take advantage of acquisition opportunities;
o develop or enhance systems or products; or
o respond to competitive pressures.
This potential inability to raise funds on acceptable terms could seriously harm
our business.
BECAUSE OUR PRINCIPAL STOCKHOLDERS AND MANAGEMENT HAVE THE ABILITY TO CONTROL
STOCKHOLDER VOTES THE PREMIUM OVER MARKET PRICE THAT AN ACQUIRER MIGHT OTHERWISE
PAY MAY BE REDUCED AND ANY MERGER OR TAKEOVER MAY BE DELAYED. Our management
collectively owns approximately 15% of our outstanding common stock. As a
result, these stockholders, acting together, anticipate that they will be able
to control the outcome of all matters submitted for stockholder action,
including:
o electing members to our board of directors;
o approving significant change-in-control transactions;
o determining the amount and timing of dividends paid to themselves and
to our public stockholders; and
o controlling our management and operations.
This concentration of ownership may have the effect of impeding a merger,
consolidation, takeover or other business consolidation involving us, or
discouraging a potential acquirer from making a tender offer for our shares.
This concentration of ownership could also negatively affect our stock's market
price or decrease any premium over market price that an acquirer might otherwise
pay.
RISK THAT THE NASDAQ NATIONAL MARKET IS LIKELY TO CONTINUE TO EXPERIENCE EXTREME
PRICE AND VOLUME FLUCTUATIONS. The market price of our shares is likely to be
highly volatile and could be subject to wide fluctuations in response to
numerous factors, including the following:
o actual or anticipated variations in our quarterly operating results or
those of our competitors;
o announcements by us or our competitors of new products or
technological innovations;
o introduction and adoption of new industry standards;
o changes in financial estimates or recommendations by securities
analysts;
o changes in the market valuations of our competitors;
o announcements by us or our competitors of significant acquisitions or
partnerships; and
<PAGE> 15
o sales of our common stock.
Many of these factors are beyond our control and may negatively impact the
market price of our common stock, regardless of our performance.
In addition, the stock market in general, and the market for technology
companies in particular, has been highly volatile. Our common stock may not
trade at the same levels of shares as those of other technology companies and
shares of technology companies, in general, may not sustain their current market
prices. In the past, securities class action litigation has often been brought
against a company following periods of volatility in the market price of its
securities. We may be the target of similar litigation in the future. Securities
litigation could result in substantial costs and divert management's attention
and resources, which could seriously harm our business and operating results.
OUR MANAGEMENT HAS BROAD DISCRETION IN USING THE PROCEEDS FROM THE EXERCISE OF
THE OPTIONS, WHICH MIGHT NOT BE USED IN WAYS THAT IMPROVE OUR OPERATING RESULTS
OR INCREASE OUR MARKET VALUE. Our management will have broad discretion as to
how the net proceeds from the exercise of the options will be used, including
uses which may not improve our operating results or increase our market value.
PROVISIONS OF OUR GOVERNING DOCUMENTS AND NEVADA LAW COULD DISCOURAGE
ACQUISITION PROPOSALS OR DELAY A CHANGE IN CONTROL. We anticipate that we will
amend and restate our certificate of incorporation and bylaws. Our amended and
restated certificate of incorporation and bylaws will contain anti-takeover
provisions that could make it more difficult for a third party to acquire
control of us, even if that change in control would be beneficial to
stockholders. Specifically:
o our board of directors will have the authority to issue common stock
and preferred stock and to determine the price, rights and preferences
of any new series of preferred stock without stockholder approval;
o super-majority voting will be required to amend key provisions of our
certificate of incorporation and by-laws;
o there will be limitations on who can call special meetings of
stockholders;
o stockholders will not be able take action by written consent; and
o advance notice will be required for nominations of directors and for
stockholder proposals.
In addition, provisions of Nevada law and our stock option plans may also
discourage, delay or prevent a change of control or unsolicited acquisition
proposals.
FUTURE SALES OF OUR COMMON STOCK COULD DEPRESS OUR STOCK PRICE. We cannot
predict if future sales of our common stock, or the availability of our common
stock for sale, will depress the market price for our common stock or our
ability to raise capital by offering equity securities. Sales of substantial
amounts of common stock, or the perception that these sales could occur, may
depress prevailing market prices for the common stock. If all the shares subject
to the plan are issued, then 93,856,537 shares of common stock will be
outstanding.
<PAGE> 16
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Cisco, State of Texas, on
April 25, 2000.
BROADBAND WIRELESS INTERNATIONAL CORPORATION
By: /s/ Ivan W. Webb .
----------------------------------------------
Ivan W. Webb, President
POWER OF ATTORNEY
The undersigned directors and officers of BroadBand Wireless International
Corporation hereby constitute and appoint Ivan W. Webb, with full power to act
without the other and with full power of substitution and resubstitution, our
true and lawful attorney-in-fact with full power to execute in our name and
behalf in the capacities indicated below any and all amendments (including
post-effective amendments and amendments thereto) to this Registration Statement
under the Securities Act of 1933 and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission and hereby ratify and confirm each and every act and thing that such
attorney-in-fact, or his substitute, shall lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
/s/ Ivan W. Webb April 25, 2000
- --------------------------------------- --------------
Ivan W. Webb, President and Director Date
/s/ Tommy K. Hill April 25, 2000
- --------------------------------------- --------------
Tommy K. Hill, Chief Financial Officer Date
/s/ Gifford Dieterle April 25, 2000
- --------------------------------------- --------------
Gifford Dieterle, Director Date
/s/ Howard B. Siegel April 25, 2000
- --------------------------------------- --------------
Howard B. Siegel, Director Date
<PAGE> 17
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Location Description of Exhibit
----------- -------- ----------------------
<S> <C> <C>
4.1 Filed Herewith 2000 Stock Option Plan of
the Company
5.1 Previously Filed Opinion of Counsel
23.1 Filed Herewith Consent of Jackson &
Rhodes P.C.
23.2 Previously Filed Consent of Counsel
</TABLE>
<PAGE> 1
EXHIBIT 4.1
2000 STOCK OPTION PLAN OF
BROADBAND WIRELESS INTERNATIONAL CORPORATION
1.
PURPOSES OF THE PLAN
The purposes of this 2000 Stock Option Plan of BroadBand Wireless
International Corporation (the "Plan"), a Nevada corporation (the "Company"),
are to:
o encourage selected officers, directors, employees and
consultants to improve operations and increase profits of the
Company or its Affiliates;
o encourage selected officers and employees to accept or
continue employment with the Company or its Affiliates; and
o increase the interest of selected officers, directors,
employees and consultants in the Company's welfare through
participation in the growth in value of the common stock of
the Company ("Common Stock").
Options granted under this Plan ("Options") are nonqualified options
which are not intended to satisfy the requirements for incentive stock options
under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2.
ELIGIBLE PERSONS
Every person who at the date of grant of an Option is an employee or
director of or consultant to the Company or any Affiliate (as defined below)
including employees who are also officers or directors of the Company or of any
Affiliate is eligible to receive Options under this Plan in the discretion of
the "Option Committee" as that term is defined in Section 4.1; provided that
bona fide services shall be rendered by consultants and advisors and such
services shall not be in connection with the offer or sale of securities in a
capital-raising transaction or directly or indirectly related to the promotion
or maintenance of a market in the Company's securities. The term "Affiliate" as
used in this Plan means a parent or subsidiary corporation as defined in the
applicable provisions (currently Sections 424(e) and (f), respectively) of the
Code.
3.
STOCK SUBJECT TO THIS PLAN
Subject to the provisions of Section 6.1.1 of this Plan, the maximum
aggregate number of shares of stock which may be granted pursuant to this Plan
is eight million (8,000,000) shares of Common Stock. Any shares unexercised
shall become available again for grants under this Plan.
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<PAGE> 2
4.
ADMINISTRATION
4.1 OPTION COMMITTEE. This Plan shall be administered by the Board of
Directors of the Company (the "Board") or by a committee of at least two Board
members to which administration of the Plan is delegated (in either case, the
"Option Committee"). No member of the Option Committee shall be liable for any
decision, action, or omission respecting the Plan, any Options, or any Option
shares.
4.2 AUTHORITY OF THE OPTION COMMITTEE. Subject to the other provisions
of this Plan, the Option Committee shall have the authority, in its discretion:
(i) to grant Options;
(ii) to determine the fair market value of the Common Stock
subject to Options;
(iii) to determine the exercise price of Options granted;
(iv) to determine the persons to whom, and the time or times at
which, Options shall be granted, and the number of shares
subject to each Option;
(v) to interpret this Plan;
(vi) to prescribe, amend, and rescind rules and regulations
relating to this Plan;
(vii) to determine the terms and provisions of each Option
granted (which need not be identical), including but not
limited to, the time or times at which Options shall be
exercisable;
(viii) with the consent of the optionee, to modify or amend any
Option;
(ix) to defer (with the consent of the optionee) or accelerate
the exercise date or vesting of any Option;
(x) to authorize any person to execute on behalf of the
Company any instrument evidencing the grant of an Option;
and
(xi) to make all other determinations deemed necessary or
advisable for the administration of this Plan.
The Option Committee may delegate nondiscretionary administrative duties related
to this Plan to such employees of the Company as it deems proper.
4.3 DETERMINATIONS FINAL. All questions of interpretation,
implementation, and application of this Plan shall be determined by the Board or
the Option Committee. Such determinations shall be final and binding on all
persons.
2
<PAGE> 3
5.
GRANTING OF OPTIONS: OPTION AGREEMENT
5.1 FIVE-YEAR TERM. No Options shall be granted under this Plan after
five (5) years from the date of adoption of this Plan by the Board. This Plan
may be terminated earlier by the Option Committee in its discretion except with
respect to any Options then outstanding under this Plan.
5.2 OPTION AGREEMENT. Each Option shall be evidenced by a written stock
option agreement, in form satisfactory to the Company, executed by the Company
and the person to whom such Option is granted; provided, however, that the
failure by the Company, the optionee, or both to execute such an agreement shall
not invalidate the granting of any Option.
5.3 GRANT TO PROSPECTIVE EMPLOYEES. The Option Committee may approve
the grant of Options under this Plan to persons who are expected to become
employees or directors of or consultants to the Company, but who are not
employees, directors or consultants at the date of approval. In such cases, the
Option shall be deemed granted, without further approval, on the date the
optionee first performs services for the Company.
6.
TERMS AND CONDITIONS OF OPTIONS
6.1 TERMS AND CONDITIONS TO WHICH OPTIONS ARE SUBJECT. Options granted
under this Plan shall be subject to the following terms and conditions:
6.1.1 CHANGES IN CAPITAL STRUCTURE. The existence of outstanding
Options shall not affect the Company's right to effect adjustments,
recapitalizations, reorganizations, or other changes in its or any other
corporation's capital structure or business, any merger or consolidation, any
issuance of bonds, debentures, preferred, or prior preference stock ahead of or
affecting Common Stock, the dissolution or liquidation of the Company's or any
other corporation's assets or business or any other corporate act whether
similar to the events described above or otherwise. Subject to Section 6.1.2, if
the stock of the Company is changed by reason of a stock split, reverse stock
split, stock dividend, recapitalization, or other event, or converted into or
exchanged for other securities as a result of a merger, consolidation,
reorganization, or other event, appropriate adjustments shall be made in the
number and class of shares of stock subject to this Plan and each outstanding
Option; provided, however, that the Company shall not be required to issue
fractional shares as a result of any such adjustments. Each such adjustment
shall be subject to approval by the Option Committee in its sole discretion, and
may be made without regard to any resulting tax consequence to the optionee.
6.1.2 CORPORATE TRANSACTIONS. In connection with:
(i) any merger, consolidation, acquisition, separation, or
reorganization in which more than 50% of the shares of the
Company outstanding immediately before such event are
converted into cash or into another security;
(ii) any dissolution or liquidation of the Company or any
partial liquidation involving 50% or more of the assets of
the Company;
(iii) any sale of more than 50% of the Company's assets; or
(iv) any like occurrence in which the Company is involved;
3
<PAGE> 4
the Option Committee may, in its absolute discretion, do one or more of the
following upon ten days' prior written notice to all optionees:
(a) accelerate any vesting schedule to which an Option is
subject;
(b) cancel Options upon payment to each optionee in cash, with
respect to each Option to the extent then exercisable, of
any amount which, in the absolute discretion of the Option
Committee, is determined to be equivalent to any excess of
the market value (at the effective time of such event) of
the consideration that such optionee would have received
if the Option had been exercised before the effective time
of such event over the exercise price of the Option;
(c) shorten the period during which such Options are
exercisable (provided they remain exercisable), to the
extent otherwise exercisable, but not less then at least
ten days after the date the notice is given); or
(d) arrange that new option rights be substituted for the
option rights granted under this Plan, or that the
Company's obligations as to Options outstanding under this
Plan be assumed, by an employer corporation other than the
Company or by a parent or subsidiary of such employer
corporation.
The actions described in this Section 6.1.2 may be taken without regard to any
resulting tax consequence to the optionee.
6.1.3 TIME OF OPTION EXERCISE. Subject to Section 6.1.11, Options
granted under this Plan shall be exercisable at such times as are specified in
the written stock option agreement relating to such Option; provided, however,
so long as the optionee is a director or officer, as those terms are used in
Section 16 of the Exchange Act, such Option may not be exercisable, in whole or
in part, at any time prior to the six-month anniversary of the date of the
Option grant, unless the Option Committee determines that the foregoing
provision is not necessary to comply with the provisions of Rule 16b-3. No
Option shall be exercisable, however, until a written stock option agreement in
form satisfactory to the Company is executed by the Company and the optionee.
The Option Committee, in its absolute discretion, may later waive any
limitations respecting the time at which an Option or any portion of an Option
first becomes exercisable.
6.1.4 OPTION GRANT DATE. Except as provided in Section 5.3 or as
otherwise specified by the Option Committee, the date of grant of an Option
under this Plan shall be the date as of which the Option Committee approves the
grant.
6.1.5 NONASSIGNABILITY OF OPTION RIGHTS. No Option granted under this
Plan shall be assignable or otherwise transferable by the optionee except by
will, by the laws of descent and distribution, or pursuant to a qualified
domestic relations order. During the life of the optionee, an Option shall be
exercisable only by the optionee; provided that if the optionee is subject to a
"disability" (as determined in accordance with Section 22(e)(3) of the Code),
the optionee, or the optionee's personal representative, may exercise the Option
in accordance with the provisions of the stock option agreement; and provided
further that in the event of the optionee's death, the optionee's estate or a
legal representative thereof, may exercise the Option in accordance with the
provisions of the stock option agreement.
4
<PAGE> 5
6.1.6 PAYMENT. Except as provided below, payment in full shall be made
for all stock purchased at the time written notice of exercise of an Option is
given to the Company, and proceeds of any payment shall constitute general funds
of the Company. Except as provided otherwise in the stock option agreement,
payment shall be made in cash or by certified or personal check payable to the
Company.
6.1.7 TERMINATION OF OPTION. Unless determined otherwise by the Option
Committee in its absolute discretion to the extent not already expired or
exercised, every Option granted under this Plan shall terminate at the earlier
of:
(i) five (5) years after the date of grant, or such lesser period
of time as set forth in the stock option agreement; or
(ii) three months after termination of employment with the Company
or any Affiliate; provided, that an Option shall be
exercisable after the date of termination of employment only
to the extent exercisable on the date of termination. Transfer
of an optionee from the Company to an Affiliate or vice versa,
or from one Affiliate to another, or a leave of absence due to
sickness, military service, or other cause duly approved by
the Company, shall not be deemed a termination of employment
for purposes of this Plan. For the purpose of this Section
6.1.7, "employment" means engagement with the Company or any
Affiliate of the Company as an employee, and does not include
a director or a consultant.
6.1.8 WITHHOLDING TAXES. At the time of the grant or exercise (as
applicable) of an Option (or at such later time(s) as the Company may
prescribe), the optionee shall remit to the Company in cash all (as determined
by the Company in its sole discretion) federal and state withholding taxes that
are required by law to be withheld by the Company as a result of the grant or
exercise of such Option. If the optionee defaults in this payment, the
optionee's Option shall terminate with respect to any unexercised Common Stock
subject to the Option and the Company shall have the right to take legal action
against the optionee to collect the amount due.
6.1.9 OTHER PROVISIONS. Each Option granted under this Plan may contain
such other terms, provisions, and conditions as may be determined by the Option
Committee.
6.1.10 DETERMINATION OF VALUE. For purposes of this Plan, the value of
Common Stock of the Company shall be determined as follows:
(i) If the stock of the Company is listed on any established stock
exchange or a national market system, including without
limitation the National Market System of the National
Association of Securities Dealers Automated Quotation System,
its fair market value shall be the closing sales price for
such stock or the closing bid if no sale was reported, as
quoted on such system or exchange (or the largest such
exchange) for the date the value is to be determined (or if
there is no sale for such date, then for the last preceding
business day on which there was at least one sale), as
reported in the Wall Street Journal.
(ii) If the stock of the Company is regularly quoted by a
recognized securities dealer but selling prices are not
reported, its fair market value shall be the mean between the
high bid and low asked prices for the stock on the date the
value is to be determined (or if there is no quoted price for
the date of grant, then for the last preceding business day on
which there was a quoted price).
(iii) If the stock of the Company is as described in Section
6.1.10(i) or (ii), but is restricted by law, contract, market
conditions, or otherwise as to salability or
5
<PAGE> 6
transferability, its fair market value shall be as set forth
in Section 6.1.10(i) or (ii), as appropriate, less, as
determined by the Option Committee, an appropriate discount,
based on the nature and terms of the restrictions.
(iv) In the absence of an established market for the stock, the
fair market value thereof shall be determined by the Option
Committee, with reference to the Company's net worth,
prospective earning power, dividend-paying capacity, and other
relevant factors, including the goodwill of the Company, the
economic outlook in the Company's industry, the Company's
position in the industry and its management, and the values of
stock of other corporations in the same or a similar line of
business.
6.1.11 EXERCISE PRICE. The exercise price of an Option shall be
determined in the discretion of the Option Committee, but shall not be less than
the par value of the Common Stock.
6.1.12 COMPLIANCE WITH SECURITIES LAWS. The Company shall not be
obligated to offer or sell any shares upon exercise of an Option unless the
shares are at that time effectively registered or exempt from registration under
the federal securities laws and the offer and sale of the shares are otherwise
in compliance with all applicable state securities laws. The Company shall have
no obligation to register the shares under the federal or state securities laws
or take whatever other steps may be necessary to enable the shares to be offered
and sold under federal or state securities laws. Upon exercising all or any
portion of an Option, an optionee may be required to furnish representations or
undertakings deemed appropriate by the Company to enable the offer and sale of
the Option shares or subsequent transfers of any interest in the shares to
comply with applicable securities laws. Stock certificates evidencing shares
acquired upon exercise of Options shall bear any legend which the Company
determines is required or useful for compliance with, applicable securities
laws, this Plan, or the stock option agreement evidencing the Option.
7.
MANNER OF EXERCISE
7.1 NOTICE OF EXERCISE. An optionee wishing to exercise an Option shall
give written notice to the Company at its principal executive office, to the
attention of the officer of the Company designated by the Option Committee,
accompanied by payment of the exercise price as provided in Section 6.1.6. The
date the Company receives written notice of an exercise of an Option accompanied
by payment of the exercise price and, if required, by payment of any federal or
state withholding taxes required to be withheld by virtue of exercise of the
Option will be considered as the date the Option was exercised.
7.2 ISSUANCE OF CERTIFICATES. Promptly after receipt of written notice
of exercise of an Option, the Company shall, without stock issue or transfer
taxes to the optionee or other person entitled to exercise the Option, deliver
to the optionee or such other person a certificate or certificates for the
requisite number of shares of stock. Unless the Company specifies otherwise, an
optionee or transferee of an optionee shall not have any privileges as a
shareholder with respect to any stock covered by the Option until the date of
issuance of a stock certificate. Subject to Section 6.1.1, no adjustment shall
be made for dividends or other rights for which the record date is prior to the
date the certificates are delivered.
6
<PAGE> 7
8.
EMPLOYMENT RELATIONSHIP
Nothing in this Plan or any Option granted hereunder shall interfere with or
limit in any way the right of the Company or of any of its Affiliates to
terminate any optionee's relationship with the Company at any time, whether the
optionee is an employee, a director or a consultant upon any optionee any right
to continue in the employ of the Company or any of its Affiliates.
9.
AMENDMENTS TO PLAN
The Board may amend this Plan at any time. Without the consent of an optionee,
no amendment may affect outstanding Options except to conform this Plan and
Options granted under this Plan to securities or tax laws relating to such
Options. No amendment shall require shareholder approval unless the Board
concludes that shareholder approval is advisable.
10.
BOARD APPROVAL: TERM
The Board of Directors of the Company adopted this Plan as of November 29, 2000
as amended on April 17, 2000. This Plan shall terminate five (5) years after
initial adoption by the Board unless terminated earlier by the Board. The Board
may terminate this Plan without shareholder approval. No Options shall be
granted after termination of this Plan, but termination shall not affect rights
and obligations under then-outstanding Options.
7
<PAGE> 1
EXHIBIT 23.1
Consent of Jackson & Rhodes P.C.
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Broadband Wireless International Corporation
We consent to the incorporation by reference in the registration statement
contained in the post-effective amendment No. 1 to Form S-8 of Broadband
Wireless International Corporation our report dated August 27, 1999, relating to
the consolidated balance sheets of Broadband Wireless International Corporation
(formerly Black Giant Oil Company) as of March 31, 1999 and 1998 and the related
statements of operations, changes in stockholders' equity and cash flows for the
years then ended, which report appears in the annual report on Form 10-KSB of
Black Giant Oil Company for the year ended March 31, 1999.
/s/ Jackson & Rhodes P.C.
Dallas, Texas
April 26, 2000
