UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 15, 2000
BROADBAND WIRELESS INTERNATIONAL CORPORATION
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(Exact name of registrant as specified in its charter)
Nevada
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(State or other jurisdiction of incorporation)
0-08507 75-1441442
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(Commission File Number) (I.R.S. Employer Identification No.)
1301 Avenue M, Cisco, Texas 76437
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(Address of principal executive offices) (Zip Code)
(254) 442-3968
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(Registrant's telephone number, including area code)
Item 5. Other Events.
Reference is made to the press release of the Registrant issued on
May 15, 2000, which contains information regarding events reportable under this
Item 5. A copy of the press release, which is incorporated herein by this
reference, is attached to this Form 8-K as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is filed with this Report:
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99.1 Press Release Issued by Registrant on May 15, 2000.
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SIGNATURES
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.
BROADBAND WIRELESS
INTERNATIONAL CORPORATION
(Registrant)
Date: May 16, 2000 By: /s/ Ivan W. Webb
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Ivan W. Webb, President
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INDEX TO EXHIBITS
Appears at
Sequentially
Exhibit Numbered
Number Description Page
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99.1 Press Release Issued by Registrant on
May 15, 2000. 5
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FOR IMMEDIATE RELEASE
Contact: Ivan W. Webb
President and Chief Executive Officer
BroadBand Wireless International Corporation
254-442-1603
BROADBAND WIRELESS CONDUCTING INTERNAL INVESTIGATION
Cisco, Texas - (May 15, 2000) - BroadBand Wireless International Corporation
(OTCBB: BBAN) today announced the resignation on May 3, 2000 of Ronald L. Baker
as a director of the Company, as well as the commencement of an internal
investigation of certain financial and accounting irregularities and possible
violations of federal securities laws. Previously, on March 20, 2000, Mr. Baker
had resigned as President of the Company. Ivan W. Webb, Chairman of the Board of
Directors of the Company, who was elected President to replace Mr. Baker, said
he and his fellow board members have assumed management responsibility for the
Company. Mr. Webb stated that "the board has taken rapid action based on what we
currently know, and we will update shareholders as soon as our investigation is
completed. We have requested our outside counsel, Day Edwards Propester &
Christensen, P.C., to assist us in our investigation, and they have been
instructed to pursue the investigation as expeditiously, but as completely, as
possible, in order to ascertain the extent of damages incurred by the Company as
a result of the conduct giving rise to the investigation. We have directed our
counsel to report the results of their findings to the appropriate regulatory
authorities."
Mr. Webb stated, "The matters underlying at least part of our investigation
materially affect the Company's present ability to continue our previously
announced plans to pursue wireless operations domestically. Accordingly, we have
concluded that it is in the best interests of the Company and our shareholders
to concentrate our present business activities on our international operations
conducted by our wholly owned subsidiary, Itell, Inc., including efforts to
fully implement Itell's contract to resell long-distance minutes originating
within the United States and terminating in Mexico. In connection with this
decision, we presently have centralized all administrative operations in our
original Cisco, Texas location, and all shareholder inquiries should be directed
to me there," said Mr. Webb.
Mr. Webb also reported that the Board of Directors had expanded to five members
and announced the election of Tommy K. Hill and Sergio Ado as directors. "Mr.
Hill, who is also Chief Financial Officer of the Company, heads the Company's
International Division, and replaces Gifford Dieterle, who has resigned. Sergio
Ado is President of the Company's wholly owned subsidiary, Itell, Inc," stated
Mr. Webb. "Mr. Dieterle's service as a board member will be missed. We are
meeting with a number of candidates for the fifth board seat, and anticipate
that such vacancy will be filled shortly," concluded Mr. Webb.
Separately, the Company announced that Justin Ellis and Linda Sanders are no
longer officers of the Company, and that Tommy K. Hill has been elected as Chief
Operating Officer of the Company.
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The Company has also established a new Internet website, which is currently
under construction, where information about the Company can be obtained. The
Company's new website can be found at www//bbanwireless.com. The Company
anticipates having its new Internet website operational shortly.
This press release contains forward-looking statement as defined in Section 21E
of the Securities Exchange Act of 1934, as amended. These forward-looking
statements involve a number of risks and uncertainties, including the Company's
entering into new markets, the integration of acquisitions and new operations,
substantial capital requirements, general economic factors, the impact of rapid
industry changes, increased competition, pricing pressures, government
regulation, the availability of transmission facilities, reliance on
sophisticated information systems, devaluation and currency risks, as well as
other risks referenced from time to time in the Company's filings with the
Securities and Exchange Commission. The actual results that the Company achieves
may differ materially from any forward-looking statements due to such risks and
uncertainties. The Company undertakes no obligation to revise any
forward-looking statements in order to reflect events or circumstances that may
arise after the date of this press release. Readers are urged to carefully
review and consider the various disclosures made by the Company in this release
and in the Company's past and future reports filed with the Securities and
Exchange Commission.
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