IN THE UNITED STATES DISTRICT COURT
FOR THE WESTERN DISTRICT OF OKLAHOMA
SECURITIES AND EXCHANGE COMMISSION, )
)
Plaintiff, )
)
v. ) Case No. CIV-00-1375-R
)
BROADBAND WIRELESS INTERNATIONAL )
CORPORATION, a Nevada Corporation; )
BROADCOM WIRELESS COMMUNICATIONS )
CORPORATION, an Oklahoma Corporation; )
IVAN W. WEBB, and DONALD L. KNIGHT, )
)
Defendants, )
)
and )
)
BLACK GIANT RESOURCES CORPORATION, )
an Oklahoma Corporation; )
BROADBAND WIRELESS COMMUNICATIONS )
CORPORATION, an Oklahoma Corporation; )
MEDSCAN TECHNOLOGIES, INC., an Oklahoma )
Corporation; and KIMBERLY KNIGHT, )
)
Relief Defendants. )
ORDER APPROVING SETTLEMENT
AGREEMENT INVOLVING RECEIVERSHIP ENTITIES
__________________________________________
This matter comes before the Court on this 17th day of
October, 2000, on the Application Seeking Approval of Settlement
Agreement Involving Receivership Entities ("Application") filed
by the Temporary Receiver, Peter B. Bradford ("Receiver"). The
parties to the Settlement Agreement appear by counsel. The
Securities and Exchange Commission appeared by counsel, Harold R.
Loftin, Jr. The Court having reviewed the Settlement Agreement
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and evidence submitted by the parties, heard oral argument from
counsel and being fully advised in the premises and noting that
no objections have been filed or presented, this Court finds as
follows:
1. Peter B. Bradford was appointed Temporary Receiver for
Broadband Wireless International Corporation ("Broadband"),
BroadCom Wireless Communications Corporation, Black Giant
Resources Corporation, Broadband Wireless Communications
Corporation, and Medscan Technologies, Inc. by order of this
Court of August 11, 2000. The Order authorizes the Temporary
Receiver to defend, compromise or adjust such actions or
proceedings in state or federal courts now pending and
hereinafter instituted, as may in his discretion be advisable or
proper for the protection of the Receivership Assets or proceeds
therefrom, and with the proper permission of this Court and
notice to the parties, to institute, prosecute, compromise or
adjust such actions or proceedings in state or federal courts as
may in his judgment be necessary or proper for the collection,
preservation and maintenance of the Receivership assets. See
Order Appointing Temporary Receiver filed August 11, 2000, at p.
6.
2. One or more of the receivership entities are parties to
the following pending lawsuits:
a) Broadband Wireless International Corp. v. Ronald
Baker, et al., District Court of Oklahoma County,
Case No. CJ-2000-3816-62;
b) BroadCom Wireless Communications Corp. v. Ronald
L. Baker, et al., District Court of Oklahoma
County, Case No. CJ-2000-5129; and
c) Duke, et al. v. BroadCom Wireless Communications
Corporation District Court of Oklahoma County,
Case No. CJ-2000-4813.
All of the actions arise from an alleged breach of an agreement
entered into on or about October 18, 1999, wherein BroadCom
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Communications Group entered into a letter of intent with Ronald
L. Baker, on behalf of Baker & Associates, and Gary K. Duke, on
behalf of Getmore Communications, Getmore Wireless and other
entities for the purpose of operating an internet service
provider business in Oklahoma City and elsewhere, and a
subsequent similar agreement dated November 24, 1999, between
BroadCom Wireless Communications Corporation and Ronald L. Baker
and Gary K. Duke and their related entities. The agreements
between the parties were not completed and lawsuits were filed by
each side alleging breach of contract, fraud, rescission, and
other claims. All such lawsuits were pending at the time the
Securities and Exchange Commission ("SEC") filed the present
action and this Receiver was appointed. The Temporary Receiver
has reviewed the pleadings in the lawsuits, met with former
counsel for Broadband who instituted and defended the actions
brought by and against the Aarow Broadband/Duke/Baker groups, and
has determined that it is in the best interest of the
receivership entities and necessary and proper for the protection
of receivership assets to enter into the Settlement Agreement,
attached hereto as Exhibit "A."
3. Under the terms of the Settlement Agreement, AAROW
Environmental Group, Inc., a Nevada corporation, now known as
AARO Broadband Wireless Communications, Inc. ("AARO Broadband")
assumes liability for certain debentures issued by Broadband and
such debentures will be canceled in exchange for 1,000,000 shares
of AARO Broadband common stock. Further, AARO Broadband has
solicited and procured purchasers of the claims of the Receiver
as contained in the pending lawsuits identified hereinabove to
third parties for the aggregate sum of $400,000.00. The proceeds
from such sales will be paid to the Receiver. The claims of the
Receiver purchased by the third parties will be exchanged with
AARO Broadband for 1,800,000 shares of common stock of AARO
Broadband. Further, certain restricted warrants previously
issued by AARO Broadband to certain individuals will be exchanged
for new warrants. In addition, 2,700,000 shares of Broadband
stock which is possessed by Baker and Duke will be returned to
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Broadband, and Gary L. Duke will receive 200,000 shares of the
Settlement Stock. The new warrants and the shares of common
stock delivered to the third parties will be deemed to be free-
trading stock exempt from registration pursuant to Section
3(a)(10) of the Securities Act of 1933, as amended.
4. The requirements of Section 3(a)(10) of the Securities
Act of 1933 have been met as the terms and conditions of the
Settlement Agreement relating to the exchange of the Settlement
Stock and restricted warrants are reasonable and fair and that
all persons that, pursuant to such exchange, are to be issued the
Settlement Stock and new warrants have had proper notice and the
right to appear.
5. It was impractical to give actual notice to more than
3,000 potential Broadband shareholders, as many addresses are
incorrect, some shareholders who paid for stock have not received
stock and are not listed on the shareholder list, and other
persons and entities shown on the shareholder list are not
legally entitled to be shareholders of the company.
6. Notice of the Settlement Agreement was properly given
by: 1) filing the Notice of Pendency and Proposed Settlement of
Action, attached to the Application as Exhibit "B," with this
Court; 2) mailing a copy of the Notice to all persons to whom the
Settlement Agreement proposes securities be issued, to all
persons who were shown as being parties to the settlement of this
matter, and to any shareholders who have individually requested
notice; 3) posting the Notice on the Broadband Web Page at
www.broadbandwireless.com; 4) posting the Notice on the
PRNewswire to reach all broker/dealers who have made a market for
Broadband stock in the public market; and 5) posting the Notice
on the Raging Bull Bulletin Board for Broadband.
7. The Settlement Agreement is in the best interest of the
receivership entities and necessary and proper for the protection
of receivership assets to enter into the Settlement Agreement.
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8. Capital Abstract and Title Company ("Capital Abstract")
is serving as Escrow Agent for the parties holding Settlement
Funds and Settlement Stock. Capital Abstract's fee of not more
than $1,500.00 shall be paid equally by Broadband and AARO
Broadband.
IT IS THEREFORE ORDERED ADJUDGED AND DECREED:
1. Peter B. Bradford has proper permission from this
Court and authority as Temporary Receiver for Broadband Wireless
International Corporation ("Broadband"), BroadCom Wireless
Communications Corporation, Black Giant Resources Corporation,
Broadband Wireless Communications Corporation, and Medscan
Technologies, Inc. by order of this Court of August 11, 2000, to
enter into the Settlement Agreement on behalf of the Receivership
Entities.
2. The Settlement Agreement was necessary and proper
for the collection, preservation and maintenance of the
Receivership Assets.
3. It is in the best interest of the Receivership Entities
to enter into the Settlement Agreement.
4. As set forth in the Settlement Agreement, AARO
Broadband shall assume liability for certain debentures issued by
Broadband and such debentures shall be canceled in exchange for
1,000,000 shares of AARO Broadband common stock. Further, AARO
Broadband has solicited and procured purchasers of the claims of
the Receiver as contained in the pending lawsuits identified
hereinabove to third parties for the aggregate sum of
$400,000.00. The proceeds from such sales shall be paid to the
Receiver. The claims of the Receiver purchased by the third
parties shall be exchanged with AARO Broadband for 1,800,000
shares of common stock of AARO Broadband. Further, certain
restricted warrants previously issued by AARO Broadband to
certain individuals shall be exchanged for new warrants. In
addition, 2,700,000 shares of Broadband stock which is possessed
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by Baker and Duke shall be returned to Broadband, and Gary L.
Duke will receive 200,000 shares of the Settlement Stock. The
new warrants and the shares of common stock delivered to the
third parties shall be deemed to be free-trading stock exempt
from registration pursuant to Section 3(a)(10) of the Securities
Act of 1933, as amended.
5. The requirements of Section 3(a)(10) of the Securities
Act of 1933 have been met and the terms and conditions of the
Settlement Agreement relating to the exchange of Settlement Stock
and restricted warrants are reasonable and fair and all persons
that, pursuant to such exchange, are to be issued the Settlement
Stock and new warrants have had proper notice and the right to
appear.
6. Notice of the Settlement Agreement was properly given
to the proper parties as determined by this Court in its Order
entered October 10, 2000, and the evidence of notice given
presented at this hearing.
7. Capital Abstract and Title Company ("Capital Abstract")
shall serve as Escrow Agent for the parties.
8. Capital Abstract shall disburse the Settlement Funds
and Settlement Stock pursuant to the terms of the Settlement
Agreement.
9. Capital Abstract's fee of not more than $1,500.00 shall
be paid equally by Broadband and AARO Broadband.
IT IS SO ORDERED.
/s/ David L. Russell
__________________________________________
HONORABLE DAVID L. RUSSELL
UNITED STATES DISTRICT JUDGE
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APPROVED AS TO FORM:
/s/ Peter B. Bradford
____________________________________
PETER B. BRADFORD, OBA #1044
Conner & Winters, P.C.
One Leadership Square
211 N. Robinson, Suite 1700
Oklahoma City, OK 73102-7101
(405) 272-5711
(405) 232-2695 - facsimile
TEMPORARY RECEIVER FOR BROADBAND
WIRELESS INTERNATIONAL CORPORATION,
BLACK GIANT RESOURCES CORPORATION,
BROADBAND WIRELESS COMMUNICATIONS
CORPORATION, and MEDSCAN TECHNOLOGIES, INC.
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/s/ Harold R. Loftin, Jr.
____________________________________
HAROLD R. LOFTIN, JR.
Texas Bar No. 12487090
DOUGLAS A. GORDIMER
Maryland Bar Member
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Fort Worth District Office
801 Cherry Street, Suite 1900
Fort Worth, TX 76102
(817) 978-6450
(817) 978-2700 - facsimile
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/s/ Clell I. Cunningham
____________________________________
CLELL I. CUNNINGHAM III, OBA#2093
DUNN SWAN & CUNNINGHAM
2800 Oklahoma Tower
210 Park Avenue
Oklahoma City, OK 73102
(405) 235-8318
(405) 235-9605 - facsimile
ATTORNEY FOR RONALD L. BAKER
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/s/ C. Craig Cole
____________________________________
C. CRAIG COLE, OBA#1775
C. CRAIG COLE & ASSOCIATES
317 N.W. 12th Street
Oklahoma City, OK 73103
(405) 232-8700
(405) 232-1655 - facsimile
ATTORNEY FOR GARY DUKE, RON BAKER
and GKD, INC.
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/s/ Gene Stipe
____________________________________
GENE STIPE, OBA#8642
EDDIE HARPER, OBA#3878
STIPE LAW FIRM
P.O. Box 1368
McAlester, OK 74502
(918) 423-0421
(918) 423-0266 - facsimile
-and-
JOHN M. THETFORD, OBA#12892
2417 East Skelly Drive
P.O. Box 701110
Tulsa, OK 74170-1110
(918) 749-0749
(918) 747-0751 - facsimile
ATTORNEYS FOR AAROW ENVIRONMENTAL
GROUP, INC., now known as AARO BROADBAND
WIRELESS COMMUNICATIONS CORPORATION
and GETMORE COMMUNICATIONS, INC.
