<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Western Multiplex Corporation
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(Name of Issuer)
Class A Common Stock $0.10 Par Value Per Share
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(Title of Class of Securities)
95874P107
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(CUSIP Number)
Kenneth J. Wees
Adaptive Broadband Corporation
1143 Borregas Avenue
Sunnyvale, CA 94089
(408) 732-4000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
November 12, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of (S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box [_].
Note: Schedules filed in paper format shall include a signed original and five
copes of the schedule, including all exhibits. See (S)240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
CUSIP NO. 95874P107 Page 2 of 14
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Names of Reporting Persons S.S or I.R.S. Identification Nos. of Above
1 Persons
Adaptive Broadband Corporation
94-1668412
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Check the Appropriate Box if a Member of a Group (See Instructions)
2 (a) [_]
(b) [_]
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SEC Use Only
3
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Source Of Funds (See Instructions)
4
SC; WC
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Check if Disclosure of Legal Proceedings is Required Pursuant
to Items 2(d) or 2(e) [_]
5
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Citizenship or Place or Organization
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF 11,057,319 (acquisition of such shares is conditioned
upon the occurrence of certain events specified in
that certain Stock Option Agreement dated November 12,
2000 and filed as Exhibit 99.3 to this Schedule 13D)
SHARES ------------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
39,796,351
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 11,057,319 (acquisition of such shares is conditioned
upon the occurrence of certain events specified in
that certain Stock Option Agreement dated November 12,
2000 and filed as Exhibit 99.3 to this Schedule 13D)
PERSON ------------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
-0-
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Aggregate Amount Beneficially Owned by Each Reporting Person
11
50,853,670
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares
12
(See Instructions) [_]
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Percent of Class Represented by Amount in Row (11)
13
91.5%
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Type of Reporting Person (See Instructions)
14
CO
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Neither the filing of this statement on Schedule 13D nor any of its contents
shall be deemed to constitute an admission by Adaptive Broadband Corporation
that it is the beneficial owner of any of the Common Stock referred to herein
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended, or for any other purpose, and such beneficial ownership is expressly
disclaimed.
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CUSIP No. 95874P107 SCHEDULE 13D Page 3 of 14
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the Class A Common Stock, $0.10
par value per share ("Western Common Stock"), of Western Multiplex Corporation,
a Delaware corporation ("Western"). The principal executive offices of Western
are located at 1196 Borregas Avenue, Sunnyvale, California 94089.
ITEM 2. IDENTITY AND BACKGROUND
(a) Adaptive Broadband Corporation ("Adaptive") is a supplier of data
communications transmission equipment for the deployment of broadband wireless
communication over the Internet.
(b) The address of the principal office and principal business of Adaptive
is 1143 Borregas Avenue, Sunnyvale, California 94089.
(c) Set forth in Schedule I to this Schedule 13D is the name and present
principal occupation or employment of each of Adaptive's executive officers and
directors and the name, principal business and address of any corporation or
other organization in which such employment is conducted.
(d) During the past five years, neither Adaptive, nor, to Adaptive's
knowledge, any person named in Schedule I to this Schedule 13D, has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, neither Adaptive, nor, to Adaptive's
knowledge, any person named in Schedule I to this Schedule 13D, was a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of or prohibiting or mandating activity
subject to federal or state securities laws or finding any violation with
respect to such laws.
(f) All of the directors and executive officers of Adaptive named in
Schedule I to this Schedule 13D are citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Pursuant to an Agreement and Plan of Merger dated November 12, 2000 (the
"Merger Agreement") among Adaptive, Western and WA Merger Sub, Inc. ("Merger
Sub") and subject to the conditions set forth therein (including approval by the
stockholders of Western and Adaptive), Merger Sub will be merged with and into
Adaptive (the "Merger"), with each share of Adaptive Common Stock being
converted into the right to receive 1.345 shares of Class A Common Stock, par
value $0.10 per share, of Western ("Western Common Stock") (as adjusted for any
stock split, stock dividend, reverse stock split, reclassification,
recapitalization or other similar transaction) (the "Exchange Ratio"). The
description contained in this Item 3 of the transactions contemplated by the
Merger Agreement is qualified in its entirety by reference to the full text of
the Merger Agreement, a copy of which is attached to this Schedule 13D as
Exhibit 99.1.
To facilitate the consummation of the Merger (as defined in Item 4 below),
the principal stockholder of Western has entered into a Voting Agreement with
Adaptive as described in Item 4, and Western has entered into the Option
Agreement (as defined in Item 4 below) with Adaptive.
ITEM 4. PURPOSE OF TRANSACTION
(a) - (b) As described in Item 3 above, this statement relates to the
merger of Merger Sub, a wholly owned subsidiary of Western, with and into
Adaptive in a statutory merger pursuant to the Delaware General Corporation Law
("DGCL"). At the effective time of the Merger (the "Effective Time"), the
separate existence of Merger Sub will cease and Adaptive will continue as the
surviving corporation and as a wholly owned subsidiary of Western ("Surviving
Corporation"). The officers and directors of the Surviving Corporation after
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CUSIP No. 95874P107 SCHEDULE 13D Page 4 of 14
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the Effective Time shall be as mutually determined by Western and Adaptive prior
to the Effective Time and shall serve as the officers and directors of the
Surviving Corporation until their respective successors are elected and
qualified or duly appointed, as the case may be. The Certificate of
Incorporation of the Surviving Corporation shall be amended and restated as of
the Effective Time to conform to the Certificate of Incorporation of Merger Sub
as in effect immediately prior to the Effective Time; provided, however, that at
the Effective Time the Certificate of Incorporation of the Surviving Corporation
shall be amended so that the name of the Surviving Corporation shall be Adaptive
Broadband Corporation. The Bylaws of the Surviving Corporation shall be amended
and restated as of the Effective Time to conform to the Bylaws of Merger Sub as
in effect immediately prior to the Effective Time.
Merger Consideration. In connection with the Merger, holders of
outstanding Adaptive Common Stock will receive, in exchange for each share of
Adaptive Common Stock held by them, 1.345 shares of Western Common Stock (as
adjusted for any stock split, stock dividend, reverse stock split,
reclassification, recapitalization or other similar transaction) (the "Exchange
Ratio"). A warrant to purchase Adaptive Common Stock, to the extent outstanding
immediately prior to the Effective Time, shall be converted into the right to
receive, upon the exercise thereof, the number of shares of Western Common Stock
that the holder thereof would have received had such holder exercised the
warrant immediately prior to the Effective Time and the shares of Adaptive
Common Stock that would have been held by such holder upon such exercise were
converted into Western Common Stock. Each option to purchase Adaptive Common
Stock (an "Adaptive Common Stock Option"), to the extent outstanding immediately
prior to the Effective Time, shall cease to represent a right to acquire shares
of Adaptive Common Stock and shall be converted, at the Effective Time, into an
option to acquire, on the same terms and conditions as were applicable under the
Adaptive Common Stock Option, that number of shares of Western Common Stock
determined by multiplying the number of shares of Adaptive Common Stock subject
to such Adaptive Common Stock Option by the Exchange Ratio, rounded down, if
necessary, to the nearest whole share of Western Common Stock, at a price per
share (rounded up to the nearest one-hundredth of a cent) equal to the per share
exercise price specified in such Adaptive Common Stock Option divided by the
Exchange Ratio; provided, however, that in the case of any Adaptive Common Stock
Option to which Section 421 of the Code applies by reason of its qualification
under Section 422 of the Code, the option price, the number of shares subject to
such option and the terms and conditions of exercise of such option shall be
determined in a manner consistent with the requirements of Section 424(a) of the
Code. The terms, exercisability, vesting schedule and other provisions of such
Adaptive Common Stock Options shall otherwise remain unchanged. In addition to
the foregoing, Adaptive shall take all actions necessary to provide that, with
respect to its Supplemental Executive Deferred Compensation Plan and its Phantom
Stock Plan thereunder, all common and phantom stock accounts shall be converted
into common and phantom stock accounts, as applicable, relating to shares of
Western Common Stock and all such stock accounts, when and to the extent payable
in stock, shall be paid in shares of Western Common Stock. If the Merger is
consummated, Adaptive Common Stock will be deregistered under the Exchange Act
and delisted from the Nasdaq National Market.
Representations, Warranties, Covenants and Closing Conditions. The Merger
Agreement contains customary representations and warranties on the part of
Western and Adaptive, and the consummation of the Merger is subject to customary
closing conditions, including, without limitation, approval by the stockholders
of Western and Adaptive, regulatory approval and the occurrence of no material
adverse effect with respect to a party. The Merger Agreement also contains
covenants regarding the activities of Western and Adaptive prior to the earlier
of the Effective Time and the termination of the Merger Agreement. Western and
Adaptive have agreed to conduct their respective businesses in the ordinary
course and in a commercially reasonable manner. In addition, a number of
corporate actions by Adaptive during the period pending the closing of the
Merger require Western's approval, including borrowings, capital expenditures
and stock option grants above specified minimums.
Termination of the Merger Agreement. The Merger Agreement may be
terminated prior to the Effective Time, whether before or after approval of the
Merger by the stockholders of Adaptive and the stockholders of Western: (i) by
mutual written consent of the Boards of Directors of Adaptive and Western; (ii)
subject to certain exceptions, by either Adaptive or Western if the Merger shall
not have been consummated by
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CUSIP No. 95874P107 SCHEDULE 13D Page 5 of 14
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June 30, 2001; provided, however, that the right to terminate the Merger
Agreement shall not be available to any party whose failure to fulfill any
obligation under the Merger Agreement has been the cause of, or resulted in, the
failure of the Effective Time to occur on or before June 30, 2001; (iii) by
either Adaptive or Western in connection with certain legal or governmental
actions having the effect of permanently restraining, enjoining or otherwise
prohibiting the Merger; (iv) subject to certain limitations, by Adaptive or
Western if the approvals of the stockholders of either Western or Adaptive
contemplated by the Merger Agreement shall not have been obtained by reason of
the failure to obtain the required vote at a duly held meeting of stockholders
or of any adjournment thereof at which the vote was taken; (v) by Western, if
Adaptive shall have (a) failed to recommend the Merger to its stockholders or
(b) materially breached its obligations under the Merger Agreement by reason of:
(1) a failure to call a meeting of its stockholders to approve the Merger; (2) a
change in its recommendation to its stockholders; (3) approval or recommendation
of (or any proposal to publicly approve or recommend) any acquisition proposal;
(4) or a failure to prepare and mail to its stockholders the a Joint Proxy
Statement/Prospectus in accordance with Section 5.1(a) of the Merger Agreement;
(vi) by Adaptive, if Western shall have (a) failed to recommend the Merger to
its stockholders or (b) materially breached its obligations under the Merger
Agreement by reason of: (1) a failure to call a meeting of its stockholders to
approve the Merger; (2) a change in its recommendation to its stockholders; (3)
approval or recommendation of (or any proposal to publicly approve or recommend)
any acquisition proposal; (4) or a failure to prepare and mail to its
stockholders the a Joint Proxy Statement/Prospectus in accordance with Section
5.1(a) of the Merger Agreement; (vii) by Adaptive if Western's representations
and warranties in the Merger Agreement shall be or become materially inaccurate
or if any of Western's covenants in the Merger Agreement shall have been
breached and not cured within the period required by the Merger Agreement;
(viii) by Western if Adaptive's representations and warranties in the Merger
Agreement shall be or become materially inaccurate or if any of Adaptive's
covenants in the Merger Agreement shall have been breached and not cured within
the period required by the Merger Agreement; or. (ix) by either Adaptive or
Western, on the business day immediately preceding the date scheduled for the
closing of the transactions contemplated by the Merger Agreement, if either of
the following conditions are satisfied: (a) the Average Western Closing Price
(as defined in the Merger Agreement) shall be less than or equal to $10.00; or
(b) the product of (x) 0.7 and (y) the ratio obtained by dividing the Final
Index Price (as defined in the Merger Agreement) by the Initial Index Price (as
defined in the Merger Agreement), shall be greater than (z) the ratio obtained
by dividing the Average Western Closing Price by the Average Western Starting
Price (as defined in the Merger Agreement); provided, however, that the right to
terminate the Merger Agreement pursuant hereto shall not be available to any
party that has incurred a Section 7.1 Event (as defined in the Merger
Agreement).
The description contained in this Item 4 of the transactions contemplated
by the Merger Agreement is qualified in its entirety by reference to the full
text of the Merger Agreement, a copy of which is attached to this Schedule 13D
as Exhibit 99.1.
Voting Agreement. As an inducement to Adaptive to enter into the Merger
Agreement, WMC Holding LLC, the majority stockholder of Western ("WMC Holding"),
has entered into a Voting Agreement dated as of November 12, 2000 (the "Western
Voting Agreement") with Adaptive. The number of shares of Western Common Stock
beneficially owned by WMC Holding is set forth on Schedule II to the Schedule
13D. As of the date of the Western Voting Agreement, WMC Holding was the record
and beneficial holder of 39,796,351 of the outstanding shares of Western Common
Stock, representing approximately 71.6% of the issued and outstanding shares of
Western Common Stock. Pursuant to the terms of the Western Voting Agreement, WMC
Holding has agreed that, prior to the earlier of: (i) the Effective Time, (ii) a
determination by the Board of Directors of Adaptive that an Acquisition Proposal
constitutes a Superior Proposal under Section 5.4 of the Merger Agreement, or
(iii) termination of the Merger Agreement pursuant to Section 7.1 of thereof, it
will, at the request of Adaptive, vote its shares of Western Common Stock in
favor of: (x) approval of the issuance of Western Common Stock in connection
with the Merger; (y) approval and adoption of the Merger Agreement; and (z) each
of the other actions contemplated by the Merger Agreement. WMC Holding has also
granted to Adaptive an irrevocable proxy with respect to the matters covered by
the Western Voting Agreement. WMC has also agreed not to sell, transfer, pledge,
encumber, assign or otherwise dispose of or enforce or permit the execution of
the provisions of any redemption, share purchase or sale, recapitalization or
other agreement with Western or enter into any contract, option or other
arrangement or understanding with respect to the offer for sale, transfer,
pledge, encumbrance, assignment or other disposition of, any of its stock
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CUSIP No. 95874P107 SCHEDULE 13D Page 6 of 14
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currently held, any shares acquired after November 12, 2000, any securities
exercisable for or convertible into Western Common Stock, any other capital
stock of Western or any interest in any of the foregoing with any party except
to a party that agrees in writing to be bound by the terms of the Western Voting
Agreement. Adaptive did not pay any consideration to WMC Holding in connection
with the execution and delivery of the Western Voting Agreement. The description
contained in this Item 4 of the transactions contemplated by the Western Voting
Agreement is qualified in its entirety by reference to the full text of the form
of Western Voting Agreement, a copy of which is attached to this Schedule 13D as
Exhibit 99.3.
Stock Option Agreement. Also as an inducement to Adaptive to enter into
the Merger Agreement, Adaptive and Western entered into a Stock Option Agreement
dated November 12, 2000 (the "Option Agreement") pursuant to which Western
granted Adaptive the right (the "Option") under certain conditions to purchase
up to 11,057,319 shares of Western Common Stock (the "Option Shares") at a
purchase price of $12.75 per share (the "Exercise Price"). Adaptive may also
elect to net exercise the Option by surrendering a portion of the Option Shares
with respect to such number of Option Shares as is determined by dividing (i)
the aggregate Exercise Price payable in respect of the number of Option Shares
being purchased by (ii) the excess of the Fair Market Value per share of Western
Common Stock as of the last trading day preceding the date Adaptive delivers the
option exercise notice to Western (the "Option Exercise Date") over the per
share Exercise Price. The Fair Market Value per share of Western Common Stock
shall be the average of the last reported sale prices per share of Western
Common Stock for the 10 consecutive trading days commencing on the 12/th/
trading day immediately preceding the Option Exercise Date. The Option may be
exercised, in whole or in part, at any time, or from time to time, commencing
upon the date on which Adaptive becomes unconditionally entitled to receive a
termination fee pursuant to Section 7.2(c) of the Merger Agreement. The Option
shall terminate upon the earliest to occur of: (i) the date on which the Merger
becomes effective; (b) written notice of termination of the Option Agreement by
Adaptive to Western; (c) 12 months after the date on which the Option first
becomes exercisable; or (d) the date of the termination of the Merger Agreement;
provided, however, with respect to clause (d), if Adaptive becomes
unconditionally entitled to receive a termination fee pursuant to Section 7.2(c)
of the Merger Agreement upon or following the termination of the Merger
Agreement and the occurrence of certain events, then the Option will not
terminate until the later of (x) 15 business days following the time the
termination fee becomes unconditionally payable and (y) the expiration of the
period referred to in Section 7.2(c)(A)(III) of the Merger Agreement.
The Option Agreement limits the total profit that may be received by
Adaptive pursuant to the exercise of the Option and sale of the underlying
shares of Western Common Stock. If Adaptive exercises the option, sells any
underlying shares and receives proceeds which, together with any termination
fees received by Adaptive from Western, exceeds $27,500,000, then Adaptive, at
is sole election, shall reduce the number of shares of Western Common Stock
subject to the Option, deliver to Western for cancellation shares previously
purchased by Adaptive, reduce the amount of the Option Repurchase Price (as
defined in the Option Agreement), pay cash to Western or any combination
thereof, so that Adaptive's actual realized total profit does not exceed
$27,500,000.
The Option Agreement requires Western to repurchase the Option and any
shares of Western Common Stock issued upon the exercise of the Option at
Adaptive's request under certain circumstances. Other circumstances require
Adaptive to sell to Western shares of Western Common Stock it has acquired upon
the exercise of the option. Adaptive must offer to sell shares of Western
Common Stock acquired by it upon the exercise of the option to Western before
selling these shares to a third party. Western is obligated to register under
the Securities Act the offer, sale and delivery by Adaptive of shares of Western
Common Stock acquired by Adaptive upon the exercise of the Option.
(c) Not applicable.
(d) If the Merger is consummated, Adaptive will become a wholly owned
subsidiary of Western and Western will subsequently determine the size and
membership of the Board of Directors of Adaptive and the officers of Adaptive.
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CUSIP No. 95874P107 SCHEDULE 13D Page 7 of 14
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(e) None, other than a change in the number of outstanding shares of
Western Common Stock as contemplated by the Merger Agreement.
(f) Upon consummation of the Merger, Adaptive will become a wholly owned
subsidiary of Western.
(g) Immediately prior to the consummation of the Merger, the Certificate
of Incorporation and Bylaws of Merger Sub will be amended and restated in a form
satisfactory to Western. Upon consummation of Merger, the Certificate of
Incorporation and Bylaws of Merger Sub will become the Certificate of
Incorporation and Bylaws of Adaptive.
(h) Upon consummation of the Merger, the Adaptive Common Stock will cease
to be quoted on any quotation system or exchange.
(i) Upon consummation of the Merger, the Adaptive Common Stock will become
eligible for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act.
(j) Other than as described above, Western currently has no plan or
proposal which relates to, or may result in, any of the matters listed in Items
4(a)-(i) of Schedule 13D (although Western reserves the right to develop such
plans).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (b) As a result of the Western Voting Agreement, Adaptive has shared
power to vote 39,796,351 shares of Western Common Stock for the limited purposes
described in Item 4 above. As a result of the Adaptive Option Agreement granted
to Adaptive, Adaptive may be deemed to be the beneficial owner of an additional
11,057,319 shares of Western Common Stock. In the aggregate, such shares
(representing a total of 50,853,670 shares of Western Common Stock) would
represent approximately 91.5% of the shares of Western Common Stock outstanding
as of November 12, 2000 after giving effect to the exercise of the Option.
To Adaptive's knowledge, no shares of Western Common Stock are beneficially
owned by any of the persons named in Schedule I, except for such beneficial
ownership, if any, arising solely from the Western Voting Agreement and the
Option Agreement.
Set forth in Schedule III to this Schedule 13D is the name and present
principal occupation or employment of each person with whom Western shares the
power to vote or to direct the vote or to dispose or direct the disposition of
Western Common Stock.
During the past five years, to Adaptive's knowledge, no person named in
Schedule III to this Schedule 13D has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
During the past five years, to Adaptive's knowledge, no person named in
Schedule III to this Schedule 13D was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
such person was or is subject to a judgment, decree or final order enjoining
future violations of or prohibiting or mandating activity subject to federal or
state securities laws or finding any violation with respect to such laws.
The entity named in Schedule III to this Schedule 13D is incorporated in
the State of Delaware of the United States.
(c) Neither Adaptive, nor, to Adaptive's knowledge, any person named in
Schedule III, has effected any transaction in Western Common Stock during the
past 60 days, except as disclosed herein.
(d) Not applicable.
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CUSIP No. 95874P107 SCHEDULE 13D Page 8 of 14
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(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than as described in Item 4 above, to Western's knowledge, there are
no contracts, arrangements, understandings or relationships (legal or otherwise)
among the persons named in Item 2 and between such persons and any person with
respect to any securities of Western, including but not limited to transfer or
voting of any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
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CUSIP No. 95874P107 SCHEDULE 13D Page 9 of 14
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Agreement of Merger and Reorganization dated as of November 12,
2000, by and among Adaptive Broadband Corporation, a Delaware
corporation, Western Multiplex Corporation, a Delaware corporation,
and WA Merger Sub, Inc., a Delaware corporation (without exhibits).
(Exhibit to Adaptive's Form 8-K filed on November 14, 2000;
incorporated herein by reference.)
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99.2 Stock Option Agreement dated as of November 12, 2000, by and
between Western Multiplex Corporation, a Delaware corporation, and
Adaptive Broadband Corporation, a Delaware corporation. (Exhibit to
Adaptive's Form 8-K filed on November 14, 2000; incorporated herein
by reference.)
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99.3 Voting Agreement dated as of November 12, 2000, by and between
Adaptive Broadband Corporation, a Delaware corporation, and WMC
Holding LLC, a Delaware limited liability company. (Exhibit to
Adaptive's Form 8-K filed on November 14, 2000; incorporated herein
by reference.)
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CUSIP No. 95874P107 SCHEDULE 13D Page 10 of 14
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 21, 2000 Adaptive Broadband Corporation
/s/ Kenneth J. Wees
---------------------------------------------
Kenneth J. Wees
Vice President, General Counsel and Secretary
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CUSIP No. 95874P107 SCHEDULE 13D Page 11 of 14
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SCHEDULE I
EXECUTIVE OFFICERS AND EMPLOYEE DIRECTORS OF ADAPTIVE
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT COUNTRY OF CITIZENSHIP
<S> <C> <C>
Frederick D. Lawrence Chairman of the Board, Chief United States
Executive Officer and Director
Daniel L. Scharre President and Chief Operating Officer United States
and Chief Executive Officer of
Adaptive Broadband Limited, a wholly
owned subsidiary
Donna S. Birks Executive Vice President and Chief United States
Financial Officer
Kenneth J. Wees Vice President, General Counsel and United States
Secretary
</TABLE>
All individuals named in the above table are employed at Adaptive Broadband
Corporation, 1143 Borregas Avenue, Sunnyvale, California 94089.
NON-EMPLOYEE DIRECTORS OF ADAPTIVE
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION OR NAME AND ADDRESS OF CORPORATION OR COUNTRY OF
EMPLOYMENT OTHER ORGANIZATION IN WHICH CITIZENSHIP
EMPLOYED
<S> <C> <C> <C>
Leslie G. Denend Retired 1800 Webster Street, Palo Alto, United States
California 94301
James C. Granger President, Chief Executive 5600 Rowland Road, Minnetonka, United States
Officer and Director of Minnesota 55343
Digital Biometrics, Inc., a
manufacturer of fingerprint
reading products
William L. Martin III Chief Executive Officer of 18111 Preston Road, Suite 900, United States
White Rock Networks, a Dallas, Texas 75252
producer of optical
transport systems
James T. Richardson Senior Vice President and 851 SW 6th Avenue, Suite 1200, United States
Chief Financial Officer of Portland, Oregon 97204
WebTrends Corp., a producer
of software for Internet
commerce businesses
</TABLE>
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CUSIP No. 95874P107 SCHEDULE 13D Page 12 of 14
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SCHEDULE II
<TABLE>
<CAPTION>
WESTERN VOTING AGREEMENT NUMBER OF SHARES OF WESTERN COMMON PERCENTAGE OF OUTSTANDING SHARES OF
STOCKHOLDER STOCK BENEFICIALLY OWNED AS OF WESTERN COMMON STOCK AS OF
NOVEMBER 12, 2000 NOVEMBER 12, 2000
<S> <C> <C>
WMC Holding LLC 39,796,351 71.6%
</TABLE>
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CUSIP No. 95874P107 SCHEDULE 13D Page 13 of 14
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SCHEDULE III
<TABLE>
<CAPTION>
WESTERN STOCKHOLDER PRINCIPAL OCCUPATION OR EMPLOYMENT
<S> <C>
WMC Holding Corp. Not Applicable
</TABLE>
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CUSIP No. 95874P107 SCHEDULE 13D Page 14 of 14
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION PAGE NUMBER
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99.1 Agreement of Merger and Reorganization dated as of
November 12, 2000, by and among Adaptive Broadband
Corporation, a Delaware corporation, Western Multiplex Corporation, a
Delaware corporation, and WA Merger Sub, Inc., a Delaware corporation
(without exhibits). (Exhibit to Adaptive's Form 8-K filed on November
14, 2000; incorporated herein by reference.)
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99.2 Stock Option Agreement dated as of November 12, 2000, by
and between Western Multiplex Corporation, a Delaware
corporation, and Adaptive Broadband Corporation, a Delaware
corporation. (Exhibit to Adaptive's Form 8-K filed on November 14,
2000; incorporated herein by reference.)
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99.3 Voting Agreement dated as of November 12, 2000, by and
between Adaptive Broadband Corporation, a Delaware
corporation, and WMC Holding LLC, a Delaware limited liability
company. (Exhibit to Adaptive's Form 8-K filed on November 14, 2000;
incorporated herein by reference.)
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