<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
ADAPTIVE BROADBAND CORPORATION
(Name of Issuer)
Common Stock, par value $.10 per share
(Title of Class of Securities)
00650M104
(CUSIP Number)
Jonathan Zakin
Chief Executive Officer
Western Multiplex Corporation
1196 Borregas Avenue
Sunnyvale, California 94089
(408) 542-5200
Copy to:
Daniel Clivner, Esq.
Simpson Thacher & Bartlett
10 Universal City Plaza, Suite 1850
Universal City, California 91608
(818) 755-7000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 12, 2000
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See (S)240.13d-7(b) for other
parties to whom copies are to be sent
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>
CUSIP No. 00650M104 SCHEDULE 13D PAGE 2 of 10
--------------------------------------------------------------------------------
1. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
WMC Holding L.L.C.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY:
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
00
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) []
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
--------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
0(1) (see Item 3 herein)
-----------------------------------------------------------
BENEFICIALLY OWNED BY 8. SHARED VOTING POWER
7,502,021 (1) (see Item 3 herein)
-----------------------------------------------------------
EACH REPORTING 9. SOLE DISPOSITIVE POWER
0 (see Item 3 herein)
--------------------------------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER
7,502,021
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,502,021
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES:[]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
19.9%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
OO
--------------------------------------------------------------------------------
(1) WMC Holding L.L.C. is the record and beneficial holder of 39,796,351 of the
outstanding shares of Western Multiplex Common Stock, representing approximately
71.6% of the issued and outstanding shares of Western Common Stock. Western
Multiplex Corporation has the right, subject to certain conditions, to purchase
7,502,021 shares of Adaptive Broadband Corporation Common Stock (as defined
below) upon exercise of an option granted to Western Multiplex Corporation
pursuant to a Stock Option Agreement, dated as of November 12, 2000, between
Adaptive Broadband Corporation and Western Multiplex Corporation. The option is
not currently exercisable and Western Multiplex Corporation does not have any
rights as a stockholder of Adaptive Broadband Corporation pursuant to this Stock
Option Agreement, including the right to dispose (or to direct the disposition
of) any shares of Adaptive Broadband Corporation Common Stock that may be
purchased upon exercise of the option or pursuant to said Voting Agreement.
Accordingly, WMC Holding L.L.C. and Western Multiplex Corporation expressly
disclaims beneficial ownership of all shares subject to said agreements.
<PAGE>
CUSIP No. 00650M104 SCHEDULE 13D PAGE 3 of 10
--------------------------------------------------------------------------------
1. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
Western Multiplex Corporation
52-2198231
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY:
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS:
WC, 00
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) []
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
--------------------------------------------------------------------------------
NUMBER OF SHARES 7. SOLE VOTING POWER
0(1) (see Item 3 herein)
-----------------------------------------------------------
BENEFICIALLY OWNED BY 8. SHARED VOTING POWER
7,502,021(1) (see Item 3 herein)
-----------------------------------------------------------
EACH REPORTING 9. SOLE DISPOSITIVE POWER
0 (see Item 3 herein)
-----------------------------------------------------------
PERSON WITH 10. SHARED DISPOSITIVE POWER
7,502,021
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
7,502,021
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)EXCLUDES CERTAIN SHARES:[]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
19.9%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON:
CO
--------------------------------------------------------------------------------
(1) Western Multiplex Corporation has the right, subject to certain
conditions, to purchase 7,502,021 shares of Adaptive Broadband Corporation
Common Stock (as defined below) upon exercise of an option granted to Western
Multiplex Corporation pursuant to a Stock Option Agreement, dated as of November
12, 2000, between Adaptive Broadband Corporation and Western Multiplex
Corporation. The option is not currently exercisable and Western Multiplex
Corporation does not have any rights as a stockholder of Adaptive Broadband
Corporation pursuant to this Stock Option Agreement, including the right to
dispose (or to direct the disposition of) any shares of Adaptive Broadband
Corporation Common Stock that may be purchased upon exercise of the option or
pursuant to said Voting Agreement. Accordingly, Western Multiplex Corporation
expressly disclaims beneficial ownership of all shares subject to said
agreements.
<PAGE>
CUSIP No. 00650M104 SCHEDULE 13D PAGE 4 of 10
Item 1. Security and Issuer.
This statement on Schedule 13D (this "Schedule 13D") relates to the
common stock, par value $.10 per share (the "Adaptive Common Stock"), of
Adaptive Broadband Corporation, a Delaware corporation ("Adaptive"). The address
of the principal executive office of Adaptive is 1143 Borregas Avenue,
Sunnyvale, California 94089.
Item 2. Identity and Background.
This Schedule 13D is filed by WMC Holding L.L.C., a Delaware limited
liability company ("WMC Holding"), and Western Multiplex Corporation, a Delaware
corporation ("Western")(collectively the "Reporting Persons"). The address of
the principal executive office of the Reporting Persons is 1196 Borregas Avenue,
Sunnyvale, California 94089. Western is one of a handful of niche companies that
provides broadband wireless-communications systems.
To the best of WMC Holding's and Western's knowledge, as of the date
hereof, the name, business address, present principal occupation or employment
and citizenship of each executive officer and director of WMC Holding and
Western, and the name, principal business and address of any corporation or
other organization in which such employment is conducted is set forth in
Schedules I and II hereto. The information contained in Schedules I and II is
incorporated herein by reference.
During the last five years, neither WMC Holding nor Western nor, to the
best of WMC Holding's or Western's knowledge, any of the executive officers or
directors of WMC Holding and Western listed in Schedules I and II hereto, has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Western and Adaptive entered into an Agreement and Plan of Merger, dated
as of November 12, 2000 (the "Merger Agreement"), pursuant to which WA Merger
Sub, Inc., ("Merger Sub"), a wholly-owned subsidiary of Western, will merge with
and into Adaptive, with Adaptive as the surviving corporation (the "Merger").
Pursuant to the terms of the Merger, each outstanding share of Adaptive
Common Stock (other than shares owned by Adaptive or Western) will be converted
into 1.345 shares of common stock of Western (the "Western Common Stock"). The
Merger is intended to constitute a reorganization under the Internal Revenue
Code of 1986, as amended. The Merger Agreement contains customary terms and
conditions. The Merger Agreement may be terminated prior to the Effective Time
(as defined in Section 1.3 of the Merger Agreement), whether before or after
approval of the Merger by the stockholders of Western and the stockholders of
Adaptive: (i) by mutual written consent of the Boards of Directors of Western
and Adaptive; (ii) subject to certain exceptions, by either Western or Adaptive
if the Merger shall not have been consummated by 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 Western or Adaptive 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 Western or Adaptive 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
<PAGE>
CUSIP No. 00650M104 SCHEDULE 13D PAGE 5 of 10
mail to its stockholders the 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 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 Western or Adaptive if either (a) the average
closing price (the "Average Closing Price") of Western Common Stock for the ten
trading days immediately prior to the second business day before the anticipated
closing date the ("Closing Period") is less than or equal to $10.00 or (b) the
product of 0.7 and the number obtained by dividing the average closing prices of
an index of comparable company stocks (the "Index Group") for the Closing Period
by the average closing price for the Index Group for the ten days beginning on
the second day, on which trading generally takes place on the NASDAQ and on
which trading in Western Common Stock has not been halted or suspended,
following the announcement of the transaction (the "Starting Period") is greater
than the number obtained by dividing the Average Closing Price by the average
closing price of Western Common Stock during the Starting Period.
Notwithstanding the foregoing, neither party may exercise the termination right
set forth in the previous sentence if it has made a news release, announcement
(other than announcement of the transaction) or other public statement following
which either party's stock price following such statement (based on a five-day
average) falls more than 20 percent compared to such price prior to such
statement (based on a five-day average).
In order to facilitate the consummation of the transaction contemplated
by the Merger Agreement and in consideration thereof, Western entered into a
Stock Option Agreement (the "Adaptive Stock Option Agreement"), dated as of
November 12, 2000, with Adaptive pursuant to which Adaptive granted an option to
purchase Adaptive Common Stock to Western. Pursuant to the Adaptive Stock Option
Agreement, Adaptive granted to Western an irrevocable option (the "Option") to
purchase up to 7,502,021 shares of Adaptive Common Stock, subject to adjustments
as described below, at a purchase price per share equal to $17.15 per share. The
number of shares of Adaptive Common Stock subject to the option will
automatically adjust to remain equal to 19.9% of the Adaptive Common Stock
issued and outstanding. The option is not currently exercisable and may only be
exercised under certain circumstances described in the Option Agreement and
outlined in this Schedule 13D. If the option were to become exercisable, the
purchase price required to purchase all shares of Adaptive subject to the option
would be $128,659,660.15. The option may be exercised for cash or pursuant to a
cashless exercise in accordance with its terms. Western anticipates that any
funds to be paid by it upon exercise of the Option would be provided from cash
on hand and cash available from external sources, including proceeds from debt
or equity issuances. Western did not pay additional consideration to Adaptive in
connection with Adaptive entering into the Adaptive Stock Option Agreement and
granting the Option, but Western granted a reciprocal option to Adaptive to
purchase up to 19.9% of the issued and outstanding Western Common Stock at a
price of $12.75 per share (the "Western Stock Option Agreement"), subject to
similar terms and conditions in the Adaptive Stock Option Agreement. The
Adaptive Stock Option Agreement and the Western Stock Option Agreement are
herein collectively referred to as the "Stock Option Agreements".
In order to further facilitate the consummation of the transaction
contemplated by the Merger Agreement and in consideration thereof, WMC Holding,
which owns approximately 71% of Western Common Stock, has entered into a Voting
Agreement (the "Voting Agreement"), dated as of November 12, 2000, with
Adaptive, pursuant to which WMC Holding agreed to vote all of its shares of
Western Common Stock in favor of the issuance of Western Common Stock in
connection with the Merger, the Merger Agreement and any other action required
in furtherance thereof. Western did not pay additional consideration to Adaptive
in connection with the execution and delivery of the Voting Agreement.
<PAGE>
CUSIP No. 00650M104 SCHEDULE 13D PAGE 6 of 10
References to, and descriptions of, the Merger Agreement, the Stock Option
Agreements and the Voting Agreement as set forth above in this Item 3 are
qualified in their entirety by reference to the copies of the Merger Agreement,
the Stock Option Agreements and the Voting Agreement included as Exhibits 1,2,3
and 4 respectively, to this Schedule 13D, and are incorporated in this Item 3 in
their entirety where such references and descriptions appear.
Item 4. Purpose of the Transaction.
The information set forth or incorporated by reference in Items 2 and 3
is hereby incorporated herein by reference.
Upon consummation of the Merger as contemplated by the Merger
Agreement(a) the Restated Certificate of Incorporation of Adaptive, as amended
and restated, will be the Certificate of Incorporation of the surviving
corporation, (b) the officers and directors of WA Merger Sub shall be the
officers and directors of the surviving corporation, and (c) each share of
Adaptive Common Stock (as defined in the Merger Agreement) held by Adaptive will
cease to be outstanding and shall be canceled. It is also expected that the
shares of Adaptive Common Stock will become eligible for termination of
registration pursuant to the Securities Exchange Act of 1934, as amended.
The Merger is subject to customary closing conditions, including the
adoption of the Merger Agreement by both Western's stockholders and Adaptive's
stockholders, the expiration of the applicable waiting period under the Hart-
Scott-Rodino Antitrust Improvements Act of 1976, as amended, the receipt of any
other required regulatory approvals, and the satisfaction or waiver of certain
other conditions as more fully described in the Merger Agreement. There can be
no assurance that the required approvals will be obtained in a timely fashion,
if at all, or, in the case of regulatory approvals, if obtained, will not
contain certain conditions.
Pursuant to the terms and subject to the conditions set forth in the
Adaptive Stock Option Agreement, Western may exercise the Option, in whole or in
part, at any time, or from time to time, after Western becomes entitled to
receive, pursuant to the Merger Agreement, the Adaptive Termination Fee (as
defined in Section 1.2(iii) of the Adaptive Stock Option Agreement).
The Option will terminate upon the earliest of: (i) the effective time
of the Merger, (ii) written notice of termination of the Adaptive Stock Option
Agreement by Western to Adaptive, (iii) 12 months after the date on which the
option first becomes exercisable, or (iv) the date of termination of the Merger
Agreement, unless Western has the right to receive the Adaptive Termination Fee,
in which case the Option will not terminate until the later of (x) 15 business
days following the time the Adaptive Termination Fee becomes unconditionally
payable and (y) the expiration of the period in which Western has such right to
receive the Adaptive Termination Fee.
Notwithstanding the termination of the Option, Western is entitled to
purchase those shares subject to the Option with respect to which it may have
exercised the Option by delivery of an Option Notice (as defined in the Merger
Agreement) prior to the Expiration Date (as defined in the Adaptive Stock Option
Agreement), and the termination of the Option will not affect any rights under
the Adaptive Stock Option Agreement which by their terms do not terminate or
expire prior to or at the Expiration Date.
Upon the occurrence of certain events set forth in the Adaptive Stock
Option Agreement, Adaptive is required to repurchase the Option and the shares
of Adaptive Common Stock issued pursuant to the Option to Western. In addition,
the Adaptive Stock Option Agreement grants certain registration rights to
Western with respect to the shares of Adaptive Common Stock subject to the
Option.
The Option is not currently exercisable, and until the Option becomes
exercisable and is exercised, Western does not have any right to vote (or to
direct the vote of) or dispose (or to direct the disposition of) any shares of
Adaptive Common Stock that may be purchased upon exercise of the Option.
Accordingly, WMC Holding and Western expressly disclaim beneficial ownership of
all such shares.
<PAGE>
CUSIP No. 00650M104 SCHEDULE 13D PAGE 7 of 10
References to, and descriptions of, the Merger Agreement and the Stock Option
Agreements as set forth above in this Item 4 are qualified in their entirety by
reference to the copies of the Merger Agreement and the Stock Option Agreements
included as Exhibits 1, 2 and 3 respectively, to this Schedule 13D, and are
incorporated in this Item 4 in their entirety where such references and
descriptions appear. Capitalized terms used in Item 4 but not otherwise defined
herein have the respective meanings assigned to them in the Merger Agreement.
Item 5. Interest in Securities of Adaptive.
The information set forth or incorporated by reference in Items 2, 3 and
4 is hereby incorporated herein by reference.
The number of shares of Adaptive Common Stock covered by the Option is
7,502,021 (representing approximately 19.9% of the shares of Adaptive Common
Stock issued and outstanding as of October 31, 2000, as represented by Adaptive
in the Merger Agreement).
The Option is not currently exercisable, and until the Option becomes
exercisable and is exercised, Western does not have any right to vote (or to
direct the vote of) or dispose (or to direct the disposition of) any shares of
Adaptive Common Stock that may be purchased upon exercise of the Option.
Accordingly, WMC Holding and Western expressly disclaim beneficial ownership of
all such shares.
Other than as set forth in this Schedule 13D, to the best of Western's
knowledge as of the date hereof (i) neither Western nor any subsidiary or
affiliate of Western nor any of Western's executive officers or directors,
beneficially owns any shares of Adaptive Common Stock, and (ii) there have been
no transactions in the shares of Adaptive Common Stock effected during the past
60 days by Western, nor to the best of Western's knowledge, by any subsidiary or
affiliate of Western or any of Western's executive officers or directors.
No other person is known by Western to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the shares of Adaptive Common Stock obtainable by Western upon exercise of the
Option.
Other than as set forth in this Schedule 13D, to the best of WMC
Holding's knowledge as of the date hereof (i) neither WMC Holding or any
subsidiary or affiliate of WMC Holding nor any of WMC Holding's executive
officers or directors, beneficially owns any shares of Adaptive Common Stock,
and (ii) there have been no transactions in the shares of Adaptive Common Stock
effected during the past 60 days by WMC Holding, nor to the best of WMC
Holding's knowledge, by any subsidiary or affiliate of WMC Holding or any of WMC
Holding's executive officers or directors.
Except for Western, no other person is known by WMC Holding to have the
right to receive or the power to direct the receipt of dividends from, or the
proceeds from the sale of, the shares of Adaptive Common Stock obtainable by WMC
Holding, as a result of its beneficial ownership of Western Common Stock, upon
exercise of the Option.
Reference to, and descriptions of, the Merger Agreement and the Stock
Option Agreements as set forth in this Item 5 are qualified in their entirety by
reference to the copies of the Merger Agreement and the Stock Option Agreements
included as Exhibits 1, 2 and 3 respectively, to this Schedule 13D, and
incorporated in this Item 5 in their entirety where such references and
descriptions appear.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of Adaptive Broadband.
The information set forth, or incorporated by reference, in Items 3
through 5 is hereby incorporated herein by reference.
Copies of the Merger Agreement, the Stock Option Agreements and the
Voting Agreement are included as Exhibits 1, 2, 3 and 4 respectively, to this
Schedule 13D. To the best of Western Multiplex's knowledge, except as described
in this Schedule 13D, there are at present no other contracts, arrangements,
<PAGE>
CUSIP No. 00650M104 SCHEDULE 13D PAGE 8 of 10
understandings or relationships among the persons named in Item 2 above, and
between any such persons and any person, with respect to any securities of
Adaptive.
Item 7. Material to be Filed as Exhibits.
Exhibit Description
1. Agreement and Plan of Merger, dated as of November 12, 2000, among
Western Multiplex Corporation, Adaptive Broadband Corporation and WA
Merger Sub, Inc. (filed as Exhibit 2.1 to Western Multiplex's Current
Report on Form 8-K dated November 14, 2000 and incorporated herein by
reference).
2. Stock Option Agreement, dated as of November 12, 2000, between Western
Multiplex Corporation and Adaptive Broadband Corporation (filed as
Exhibit 10.1 to Western Multiplex's Current Report on Form 8-K dated
November 14, 2000 and incorporated herein by reference).
3. Stock Option Agreement, dated as of November 12, 2000, between Adaptive
Broadband Corporation and Western Multiplex Corporation (filed as Exhibit
10.2 to Western Multiplex's Current Report on Form 8-K dated November 14,
2000 and incorporated herein by reference).
4. Voting Agreement, dated as of November 12, 2000, between WMC Holding
L.L.C. and Adaptive Broadband Corporation (filed as Exhibit 10.3 to
Western Multiplex Corporation Current Report on Form 8-K dated November
14, 2000 and incorporated herein by reference).
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.
WESTERN MULTIPLEX CORPORATION
By: /s/Nancy Huber
Name: Nancy Huber
Title: Chief Financial Officer, Vice President,
Finance and Secretary
Dated: November 22, 2000
SCHEDULE I
DIRECTORS
OF WMC HOLDING L.L.C.
The following table sets forth the name, business address and present
principal occupation or employment of each executive officer of WMC Holding
L.L.C. Except as indicated below, each such person is a U.S. citizen, and the
business address of each such person is 1196 Borregas Avenue, Sunnyvale, CA
94089.
Board of Directors
Name and Title Present Principal Occupation
Jonathan N. Zakin, Chief Executive Officer and Chairman of the
Chairman of the Board Board; Western Multiplex Corporation
Timothy C. Collins, Chief Executive Officer;
Director Ripplewood Holdings L.L.C.
Jeffrey M. Hendren, Managing Director;
Director Ripplewood Holdings L.L.C.
<PAGE>
CUSIP No. 00650M104 SCHEDULE 13D PAGE 9 of 10
Michael Seedman, Private Investor
Director
Amir Zoufounoun, President, Chief Operating Officer;
Director Western Multiplex Corporation
SCHEDULE II
DIRECTORS AND EXECUTIVE OFFICERS
OF WESTERN MULTIPLEX CORPORATION
The following table sets forth the name, business address and present
principal occupation or employment of each director and executive officer of
Western Multiplex. Except as indicated below, each such person is a U.S.
citizen, and the business address of each such person is 1196 Borregas Avenue,
Sunnyvale, CA 94089.
Board of Directors
Name and Title Present Principal Occupation
Jonathan N. Zakin, Chief Executive Officer and Chairman of the
Chairman of the Board Board; Western Multiplex Corporation
Hironori Aihara*, Executive Vice President and Director;
Director Mitsubishi Corporation
Michael J. Boskin, Chief Executive Officer and President;
Director Boskin & Co., Inc.
Timothy C. Collins, Chief Executive Officer;
Director Ripplewood Holdings L.L.C.
Peter O. Crisp, Vice Chairman;
Director Rockefeller Financial Services
Jeffrey M. Hendren, Managing Director;
Director Ripplewood Holdings L.L.C.
Michael Seedman, Private Investor
Director
Stanley S. Shuman, Executive Vice President and Managing Director;
Director Allen & Company Incorporated
Amir Zoufounoun, President, Chief Operating Officer;
Director Western Multiplex Corporation
*Citizen of Japan
Executive Officers Who Are Not Directors
Name Title and Present Principal Occupation
Gary Boss Vice President of Operations;
Western Multiplex Corporation
Fred Corsentino Vice President of Sales;
Western Multiplex Corporation
Ihab Abu-Hakima Vice President of Marketing;
Western Multiplex Corporation
Nancy Huber Chief Financial Officer and Vice President of
Finance; Western Multiplex Corporation
<PAGE>
CUSIP No. 00650M104 SCHEDULE 13D PAGE 10 of 10
Christina Rulo Vice President of Human Resources;
Western Multiplex Corporation
John H. Saefke Vice President of International Sales;
Western Multiplex Corporation
Joseph Tavormina Vice President of Access Products;
Western Multiplex Corporation
Gordana Pance Vice President of Engineering;
Western Multiplex Corporation
The present principal occupation of each of the named executive
officers is the same as the named position(s) held with Western Multiplex
Corporation.
EXHIBIT INDEX
Exhibit Description
1. Agreement and Plan of Merger, dated as of November 12, 2000, among
Western Multiplex Corporation, Adaptive Broadband Corporation and WA
Merger Sub, Inc.(filed as Exhibit 2.1 to Western Multiplex's Current
Report on Form 8-K dated November 14, 2000 and incorporated herein by
reference).
2. Stock Option Agreement, dated as of November 12, 2000, between Western
Multiplex, Corporation and Adaptive Broadband Corporation (filed as
Exhibit 10.1 to Western Multiplex's Current Report on Form 8-K dated
November 14, 2000 and incorporated herein by reference).
3. Stock Option Agreement, dated as of November 12, 2000, between Adaptive
Broadband Corporation and Western Multiplex Corporation (filed as Exhibit
10.2 to Western Multiplex's Current Report on Form 8-K dated November 14,
2000 and incorporated herein by reference).
4. Voting Agreement, dated as of November 12, 2000, between WMC Holding
L.L.C., and Adaptive Broadband Corporation (filed as Exhibit 10.3 to
Western Multiplex's Current Report on Form 8-K dated November 14, 2000
and incorporated herein by reference).
