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\ As Filed With the Securities and Exchange Commission on April 20, 1998
Registration No. ___________
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SECURITIES AND EXCHANGE COMMISSION
Washington. D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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STM WIRELESS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-3758983
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
ONE MAUCHLY, IRVINE, CALIFORNIA 92718
(714) 753-7864
(Address, including zip code, and telephone number, including area code of
registrant's principal executive offices)
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JOSEPH WALLACE
CHIEF FINANCIAL OFFICER
STM WIRELESS, INC.
ONE MAUCHLY, IRVINE, CALIFORNIA 92718
(714) 753-7864
(Name, address, including zip code, and telephone number, including
area code of agent for service)
COPY TO:
K.C. SCHAAF, ESQ.
STRADLING YOCCA CARLSON & RAUTH,
A PROFESSIONAL CORPORATION
660 NEWPORT CENTER DRIVE
NEWPORT BEACH, CALIFORNIA 92660
Approximate date of commencement of proposed sale to public: FROM TIME
TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. | |
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. | | __________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. | | __________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. | |
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee
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<S> <C> <C> <C> <C>
Common Stock, 99,990 $9.875 $987,401.25 $291.28
$.001 par value shares
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</TABLE>
(1) The offering price is estimated solely for the purpose of calculating
the registration fee in accordance with Rule 457(c) using the average
of the high and low price reported by the Nasdaq National Market for
the Common Stock on April 3, 1998, which was approximately $9.875
per share.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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Information contained herein is subject to completion or amendment.
A registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
PROSPECTUS SUBJECT TO COMPLETION
DATED APRIL 20, 1998
STM WIRELESS, INC.
99,990 SHARES OF COMMON STOCK
($.001 PAR VALUE)
-------------------
This Prospectus relates to the offer and sale of 99,990 shares of
common stock, $.001 par value ("Common Stock"), of STM Wireless, Inc. (the
"Company" or "STM Wireless"), which may be offered hereby from time to time by
the Selling Stockholders named herein for their own benefit. The shares offered
hereby were issued to the former stockholders (the "Former TII Stockholders" or
the "Selling Stockholders") of Telecom International, Inc., a Georgia
corporation ("TII"), pursuant to an Agreement and Plan of Reorganization and
Merger, dated as of December 12, 1997, among the Company, Telecom Acquisition
Corp., a Delaware corporation and a wholly-owned subsidiary of the Company, TII
and the Former TII Stockholders (the "TII Merger Agreement"), pursuant to which
the Company acquired 100% of the outstanding common stock of TII (the "Merger").
The Company will receive no part of the proceeds of sales made hereunder. All
expenses of registration incurred in connection with this offering are being
borne by the Company, but all selling and other expenses incurred by the Selling
Stockholders will be borne by such Selling Stockholders. None of the shares
offered pursuant to this Prospectus have been registered prior to the filing of
the Registration Statement of which this Prospectus is a part.
All or a portion of the shares of Common Stock offered hereby may be
offered for sale, from time to time, on the Nasdaq National Market (the "Nasdaq
NM") or on one or more exchanges, or otherwise, at prices and terms then
obtainable, or in negotiated transactions. The shares of Common Stock offered
hereby may be sold by one or more of the following: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the shares of Common Stock
as agent, but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this Prospectus; (c)
an exchange distribution in accordance with the rules of such exchange; and (d)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. All
brokers' commissions, concessions or discounts will be paid by the Selling
Stockholders.
The Selling Stockholders and any broker executing selling orders on
behalf of the Selling Stockholders may be deemed to be an "underwriter" within
the meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.
The Common Stock of the Company is registered pursuant to Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and is
listed on the Nasdaq NM under the symbol "STMI." On April 17, 1998, the last
reported sale price of the Company's Common Stock on the Nasdaq NM was $12.8125.
-------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED BY PROSPECTIVE INVESTORS.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is __________, 1998.
<PAGE> 4
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE SECURITIES BY ANY
PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH PERSON TO MAKE SUCH
OFFER, SOLICITATION OR SALE. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY
SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy statements and
other information with the Securities and Exchange Commission (the
"Commission"). Such reports, proxy statements and other information can be
inspected and copied at the public reference facilities maintained by Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission's regional offices at 500 West Madison Street, Chicago, Illinois
60606 and 7 World Trade Center, New York, New York 10048. Copies of such
material can also be obtained at prescribed rates from the Public Reference
Section of the Commission at its principal office at Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549. Such materials may be obtained
electronically by visiting the Commission's Web site on the Internet at
http://www.sec.gov. The Common Stock is listed on the Nasdaq NM. Reports, proxy
statements and other information concerning the Company can be inspected at 1735
K Street N.W., Washington, D.C., 20006-1506.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act"), with respect to the Common Stock offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement and the schedules and exhibits thereto, certain parts of
which are omitted in accordance with the rules and regulations of the
Commission. Statements contained in this Prospectus as to the contents of any
contract or other document are not necessarily complete and in each instance
reference is made to the copy of such contract or other documents filed as an
exhibit to the Registration Statement or incorporated by reference herein. For
further information with respect to the Company and the securities offered
hereby, reference is made to the Registration Statement, including the exhibits
filed as a part thereof, copies of which can be inspected at, or obtained at
prescribed rates from, the Public Reference Section of the Commission at the
address set forth above. Additional updating information with respect to the
Company may be provided in the future by means of appendices of supplements to
this Prospectus.
The Company's Common Stock is listed on the Nasdaq NM. Reports, proxy
statements and other information concerning the Company can be inspected at 1735
K Street, N.W., Washington D.C. 20006-1506.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The documents listed below have been filed by the Company with the
Commission under the Exchange Act and are incorporated by reference herein:
a. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997;
b. All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the Company's
fiscal year ended December 31, 1997; and
c. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, Reg. No. 000-19923.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which de-registers all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Prospectus and to be part hereof from the date of filing such documents.
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Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom a copy
of this Prospectus is delivered, upon written or oral request of such person, a
copy of any and all of the information that has been or may be incorporated by
reference herein (other than exhibits to such documents unless such exhibits are
specifically incorporated by reference into such documents). Such requests
should be directed to Chief Financial Officer, STM Wireless, Inc., One
Mauchly, Irvine, California 92718, telephone number (714) 753-7864.
The Company was incorporated in California in January 1982 as Services
Via Satellite and in December 1982 changed its name to Satellite Technology
Management, Inc. In January 1995, the Company registered in California to do
business as STM Wireless, Inc. In December 1995, the Company reorganized as a
Delaware corporation via a merger into a wholly-owned subsidiary with the name
STM Wireless, Inc.
RISK FACTORS
FORWARD LOOKING STATEMENTS. THIS DOCUMENT CONTAINS CERTAIN FORWARD
LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT AND
SECTION 21E OF THE EXCHANGE ACT THAT INVOLVE RISKS AND UNCERTAINTIES. IN
ADDITION, THE COMPANY MAY FROM TIME TO TIME MAKE FORWARD LOOKING STATEMENTS
ORALLY OR IN WRITING. THE WORDS "ESTIMATE," "PROJECT," "POTENTIAL," "INTENDED,"
"EXPECT," "BELIEVE" AND SIMILAR EXPRESSIONS OR WORDS ARE INTENDED TO IDENTIFY
FORWARD LOOKING STATEMENTS. ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE
PROJECTED OR SUGGESTED IN ANY FORWARD LOOKING STATEMENTS AS A RESULT OF A WIDE
VARIETY OF FACTORS AND CONDITIONS, INCLUDING, AMONG OTHERS, LONG TERM CYCLES
INVOLVED IN COMPLETING MAJOR CONTRACTS, PARTICULARLY IN FOREIGN MARKETS,
INCREASING COMPETITIVE PRESSURES, GENERAL ECONOMIC CONDITIONS, TECHNOLOGICAL
ADVANCES, THE TIMING OF NEW PRODUCT INTRODUCTIONS, POLITICAL AND ECONOMIC RISKS
INVOLVED IN FOREIGN MARKETS AND FOREIGN CURRENCIES AND THE TIMING OF OPERATING
AND OTHER EXPENDITURES.
BECAUSE OF THESE AND OTHER FACTORS THAT MAY AFFECT THE COMPANY'S
OPERATING RESULTS, PAST FINANCIAL PERFORMANCE SHOULD NOT BE CONSIDERED AN
INDICATOR OF FUTURE PERFORMANCE, AND INVESTORS SHOULD NOT USE HISTORICAL TRENDS
TO ANTICIPATE RESULTS OR TRENDS IN FUTURE PERIODS.
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HISTORY OF LOSSES AND FLUCTUATIONS IN QUARTERLY OPERATING RESULTS
Results of operations may fluctuate significantly and will depend upon
numerous factors, including the competitive environment in which the Company
operates, the delays that arise when operating in an international environment,
the long lead time and extended sales effort required to secure larger value
orders that the Company focuses on obtaining, the continued need to invest in
the development of new products and in the enhancement of existing products, the
risk of inventory obsolescence and the exposure to disputes by international
customers.
The Company has incurred operating losses in both 1997 and 1996 and may
incur losses in 1998. However, the Company has taken certain actions that should
improve the operating results of the Company. Management believes that through
investing in Direc-To-Phone International, Inc. ("DTPI") as a service business
with long-term recurring revenues, the Company, over time, will be able to
generate a more stable pattern of business. In addition, the Company has
recently reorganized itself internally to focus clearly on its three main
businesses and has strengthened its management team through its acquisition of
TII in December 1997. It is believed that these actions should lead to improved
operating results. However, there can be no assurance that there will not be
operating losses in future periods, or that the Company's reorganization will
lead to improved operating results.
The Company's quarterly operating results fluctuate primarily due to
the timing of product sales. Sales of the Company's products are generally
consummated through large orders which require a long lead-time and an extended
sales effort. The Company's sales in any quarter are dependent on orders booked
and shipped in that quarter. As a result, the precise timing of the recognition
of revenue from an order can have a significant impact on the Company's total
revenues and operating results for a particular period. The Company's operating
results for a particular period could be adversely affected if an order is
cancelled or rescheduled by customers or cannot be shipped in time to recognize
revenue during that period due to, for example, unanticipated manufacturing,
testing, shipping or product acceptance delays. In addition, the Company's
expense levels are based, in large part, on the Company's expectations as to
future revenues and are, therefore, relatively fixed in the short term. If
revenue levels fall below expectations, net income will be disproportionately
and adversely affected. The impact of these and other factors on the Company's
revenues and operating results in any future period cannot be forecast with any
degree of certainty. Accordingly, the Company believes that period-to-period
comparisons of its results of operations are not necessarily meaningful and
should not be relied upon as an indication of future performance.
DEPENDENCE ON VSAT MARKET
A significant part of the Company's product revenues are derived from
sales of VSAT communications networks. While the market for VSAT communications
networks and services has grown steadily since its inception in the mid-1980s,
there can be no assurance that this market will continue to grow or that the
technology serving this market will not be replaced by an alternative
technology. A significant slowdown in this market or the replacement of the
existing VSAT technology by an alternative technology could have a material
adverse effect on the Company's business, operating results and financial
condition.
DEPENDENCE ON ASIAN MARKETS
The Company generated 68%, 53% and 40% of its revenues in Asia in 1997,
1996 and 1995, respectively. In addition, the Company generated approximately
59%, 33% and 6% of revenues from one Asian customer in 1997, 1996 and 1995,
respectively. While in any individual year the Company's revenues generally
represent new projects to new or existing customers in new or existing
geographic regions, there can be no assurance that the recent turmoil in the
Asian economies will not have any impact on the level of revenues generated by
the Company in this market in future years and that any shortfall in such
revenues will not have a material adverse effect on the results of operation and
financial condition of the Company.
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RURAL TELEPHONY MARKET
The Company's strategy includes focusing on establishing rural
telephony networking infrastructure for developing countries through strategic
alliances with regional and local service providers. There can be no assurance
that a substantial market for rural telephony equipment in developing countries
will ever develop, or if such a market does develop, that fixed-site VSAT-based
equipment will capture a significant portion of that market. The Company's
ability to penetrate this market will be dependent on its ability to develop
equipment and software which can be utilized by regional and local service
providers to market and sell the use of such systems. Furthermore, there can be
no assurance that the regional and local service providers will be able to
successfully market such services to rural subscribers.
SALES TO FOREIGN CUSTOMERS
The Company's success is dependent upon its ability to continue to
successfully market voice and data VSAT communication networks in the
international market. The Company's export sales, as a percentage of total
revenues, were approximately 96%, 91% and 95% in 1997, 1996 and 1995,
respectively. As a result, the Company is subject to various risks, including
currency fluctuations, greater difficulty of administering business globally,
compliance with multiple and potentially conflicting regulatory requirements,
such as import requirements, tariffs and other barriers, differences in
intellectual property protections, difficulties in staffing and managing foreign
operations, longer accounts receivable cycles and delays in resolving customer
disputes, repatriation of earnings, export control restrictions, overlapping or
differing tax structures, political and economic instability and general trade
restrictions. If any of these risks materializes, it could have a material
adverse effect on the Company's business, operating results and financial
condition. In addition, the satellite network service industries in the
Company's target markets are highly regulated, which may limit the number and
identity of potential service providers to which the Company can sell its
products. Given the high degree of regulation in the Company's target market,
and given the fact that such markets, which are primarily developing countries,
involve greater political and economic instability, there can be no assurance
that the Company's products will achieve general market acceptance in the
Company's target markets. The Company's foreign sales are generally invoiced in
U.S. dollars. However, as the Company continues to expand its international
operations, the Company may be paid in foreign currencies, and exposure to
losses in foreign currency transactions may increase. In addition, if the
relative value of the U.S. dollar in comparison to the Company's foreign
customers' currency should increase, the resulting effective price increase of
the Company's products to such foreign customers could result in decreased sales
which could have a material adverse effect on the Company's business, operating
results and financial condition.
DEPENDENCE ON SUCCESS OF DTPI
Under the terms of its existing contracts, DTPI is required to finance
its pro rata share of the build-out of the rural telephony networks for its
long-term service contracts in Mexico and Venezuela. This will require
substantial capital expenditures by DTPI, in addition to the ongoing operating
costs of running these rural telephony projects. Furthermore, DTPI is investing
in establishing a senior management team, whose responsibilities will be to grow
the DTPI business and to secure new contracts in other countries. For DTPI to
succeed, the Company will have to attract substantial debt or equity financings
either into DTPI directly, or into STM. Also, due to the long-term nature of the
contracts that DTPI enters into, should there be a breach of contract by either
party to the contracts, or should the customer be unable to pay the guaranteed
revenues under the contracts, DTPI may not be able to realize expected revenues
and cash flows. In March 1998, the Company completed a $10 million equity
offering and is working with other investors to secure additional financing.
Should the Company not be able to secure such financing, or should customer
disputes or collectibility issues arise, the Company may not be able to meet its
business objectives for DTPI which could have a significant impact on the size
of the Company's business and its level of profitability in the future.
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COMPETITION
The market for the Company's products is intensely competitive. Many of
the companies that have developed competing technologies and that market
competing products, including Hughes Network Systems and Scientific Atlanta,
have significantly greater financial, technical and marketing resources than the
Company. In addition, the Company's competitors in rural telephony have
substantially greater resources available to them to develop their products and
to establish strategic relationships in developing countries. There can be no
assurance that the Company's competitors will not succeed in developing
technologies and products that are more effective or less costly than any which
have been or are being developed by the Company or that would render the
Company's technologies or products obsolete or not competitive or that their
greater financial resources will not enable them to penetrate developing
countries more quickly than DTPI. The Company also competes against various
companies that offer communications network systems based on other technologies
(e.g., terrestrial lines and frame relay or radio and microwave transmission)
that in certain circumstances can be competitive in price and performance with
the Company's products. There can be no assurance that these or other
technologies will not capture a significant part of the markets in which the
Company's VSAT products compete.
RAPID TECHNOLOGICAL CHANGE
The technology underlying the Company's products and services is
subject to rapid change. The Company's success will depend in part upon its
continuing ability to respond quickly and successfully to technological advances
by developing and introducing new products. Most of the Company's competitors
have substantially greater financial and technical resources than the Company.
If one or more of the Company's competitors were to introduce competing products
with superior technological features, such introduction could have a material
adverse effect on the success of the Company's products.
DEPENDENCE ON PROPRIETARY RIGHTS; RISK OF INFRINGEMENT CLAIMS
The Company relies on a combination of trade secrets, copyrights,
trademarks, service marks and contractual rights to protect its technology and
software. The Company attempts to protect its trade secrets and other
proprietary information through agreements with its customers, suppliers,
employees and consultants. Except for terrestrial and low cost telephony
products, the Company does not have patent protection on any aspect of its
technology or software. The Company believes that the improvement of existing
products, reliance upon trade secrets, copyrights and unpatented proprietary
know-how and the development of new products are generally as important as
patent protection in establishing and maintaining a competitive advantage
because, among other reasons, patents often provide only narrow protection which
may not provide a competitive advantage in areas of rapid technological change.
The use of trade secrets and copyrights will not necessarily protect the Company
from the use by other persons of its technology or software, or technology or
software that is similar to that which is embodied in the Company's trade
secrets or copyrights. There can be no assurance that others will not be able to
duplicate the Company's technology and software in whole or in part. In
addition, the laws of certain countries in which the Company's products are or
may be developed, manufactured or sold may not protect the Company's products
and intellectual property rights to the same extent as the laws of the United
States. The inability of the Company to protect its intellectual property and
proprietary technology could have a material adverse effect on its business,
operating results and financial condition. With respect to the Company's venture
into new fields such as terrestrial and low cost telephony products, the Company
believes that patent protection may be necessary. Accordingly, the Company has
applied for one patent and is in the process of seeking additional patent
protection with respect to this application. In addition, as the number of
patents, copyrights and other intellectual property rights in the Company's
industry increases, and as the coverage of these rights and the functionality of
the products of new markets further overlap, the Company believes that its
products may increasingly become the subject of infringement claims. The Company
may in the future be notified that it is infringing upon certain intellectual
property rights of others. Although the Company has not received any such
notification to date, and there are no pending or threatened intellectual
property lawsuits against the Company, there can be no assurance that such
litigation or infringement claims will not occur in the future. Any such
litigation or claims could result in
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substantial costs and diversion of resources and could have a material adverse
effect on the Company's business, operating results and financial condition.
DEPENDENCE ON KEY PERSONNEL
The Company's future performance is significantly dependent on the
continued active participation of Emil Youssefzadeh, the Company's founder,
Chief Executive Officer and President. However, in January 1998, the Company
announced a reorganization of the Company's businesses which will strengthen the
Company's management and reduce the Company's dependence on Mr. Youssefzadeh.
However, should Mr. Youssefzadeh leave or otherwise become unavailable to the
Company, the Company's business, operating results and financial condition may
be materially adversely affected. The Company has obtained a "key man" life
insurance policy in the amount of $5,000,000 on the life of Mr. Youssefzadeh. In
addition to Mr. Youssefzadeh, the Company's future success depends upon its
ability to attract and retain additional highly qualified management and
technical personnel. The Company faces intense competition for qualified
personnel, and there can be no assurance that the Company will be able to
attract and retain such personnel.
ABILITY TO MANAGE GROWTH AND EXPANSION
The Company has experienced growth over the past few years and plans to
continue to expand its operations both in the traditional, core manufacturing
business and through DTPI, its rural telephony service business. The management
of the Company's growth, if any, will require continued expansion of the
Company's operational and financial control systems, as well as a significant
increase in the Company's manufacturing, testing, quality control, delivery and
service operations. Although the Company has not experienced disruption in
manufacturing or shipment of its products in connection with its expansion to
date, the inability of the Company to meet its manufacturing and delivery
commitments in a timely manner (as a result of its expansion or otherwise) could
result in the loss of sales by the Company, expose it to contractual penalties,
costs or expenses and damage the Company's reputation in the marketplace. The
Company's inability to manage growth effectively could have a material adverse
effect on its business, operating results and financial condition and results of
operations. In addition, as a result of the planned expansion, the Company's
operating expenses have increased and the Company's operating results will be
adversely affected if sales do not increase as anticipated.
DEPENDENCE ON KEY SUPPLIERS AND MANUFACTURERS
Certain components used by the Company in its existing products are
purchased from single source suppliers and manufacturers. While the Company
maintains an inventory of components and believes that alternative suppliers and
manufacturers for all such components are currently available at reasonable
terms, an interruption in the delivery of these components may have a material
adverse effect on the Company. There can be no assurance as to when or whether
the Company would be able to locate any such alternative suppliers. Furthermore,
there can be no assurance that the Company will not encounter future component
shortages or other disruptions in the supply of materials. Delays associated
with raw materials or component shortages could have a material adverse effect
on the Company's business, operating results and financial condition.
POTENTIAL PRODUCT LIABILITY CLAIMS
Although to date the Company has not experienced any product liability
claims, the sale and support of products by the Company involves the risk of
such claims. The Company maintains product liability insurance in amounts it
believes are customary for similar businesses in the industry; however, a
successful product liability claim brought against the Company, in excess of the
amount for which the Company is insured or for which coverage is not provided
under the Company's insurance policies, could have a material adverse effect
upon the Company's business, operating results and financial condition.
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CONTROL BY DIRECTORS, EXECUTIVE OFFICERS AND AFFILIATED ENTITIES
As of September 30, 1997, the officers, directors, principal
stockholders and their affiliates owned approximately 54% of the outstanding
Common Stock. If such stockholders were to act in concert, they would be able to
control substantially all matters requiring approval by the stockholders of the
Company, including the election of directors. Such concentration of ownership
could discourage or prevent a change in control of the Company.
POSSIBLE VOLATILITY OF STOCK PRICES
The market prices for securities of technology companies, including the
Company, have been volatile. Quarter to quarter variations in operating results,
changes in earnings estimates by analysts, announcements of technological
innovations or new products by the Company or its competitors, announcements of
major contract awards and other events or factors may have a significant impact
on the market price of the Common Stock. In addition, the securities of many
technology companies have experienced extreme price and volume fluctuations,
which have often been unrelated to the companies' operating performance. These
conditions may adversely affect the market price of the Company's Common Stock.
ANTI-TAKEOVER PROVISIONS
The Company's Certificate of Incorporation provides for 5,000,000
authorized but unissued shares of Preferred Stock, the rights, preferences,
qualifications, limitations and restrictions of which may be fixed by the
Company's Board of Directors without any further vote or action by the
stockholders. The Company's charter documents prescribe procedures for the
nomination and election of directors and limit the ability of stockholders to
take actions by written consent which could make it more difficult for
stockholders to elect directors or take other actions. Further, the Company's
Bylaws include a "fair price provision" which requires the affirmative vote of
two-thirds of the outstanding shares of capital stock entitled to vote generally
in the election of directors to approve certain business combinations. In
addition, the Company's stock option plan provides for the acceleration of
vesting of options granted under such plan in the event of certain transactions
which result in a change of control of the Company. Further, Section 203 of the
General Corporation Law of Delaware prohibits the Company from engaging in
certain business combinations with interested stockholders. These provisions may
have the effect of delaying or preventing a change in control of the Company
without action by the stockholders and therefore could adversely affect the
price of the Common Stock.
CONCENTRATION OF CREDIT RISK
The Company generates a substantial amount of its revenues from
individually significant orders, primarily on an international basis. These
sales are on a letter of credit or similar guaranteed basis or on an open
account basis. Generally, credit on an open account basis is only extended to
customers with substantial financial resources or to public utilities that are
government owned in the country to which the product is shipped. There can be no
assurance, however, that these customers will not encounter liquidity problems
that could result in exceptional delays in the payment of or the inability to
pay accounts receivable balances. In the event of such an occurrence, the
Company's financial condition and results of operations could be adversely
affected.
YEAR 2000 COMPLIANCE
Many existing software programs use only two digits to identify the
year in the date field. If such programs are not corrected, date data concerning
the Year 2000 could cause many computer applications to fail, lock-up or
generate erroneous results. The Company is in the process of identifying and
assessing its mission-critical systems related to the Year 2000 and will commit
the resource necessary to resolve any potential Year 2000 issues. Although the
Company is addressing such issues in what it considers sufficient time prior to
century rollover, there can be no assurance that there will be no interruption
of operations or other limitations of system functionality, or that the Company
will not incur substantial costs to avoid such occurrences. The Company is
currently assessing the cost to remediate its Year 2000 issues. Although the
actual costs to remediate these issues is not yet fully known, based upon
information to date, it is expected that the remediation will not have a
material impact on the Company's financial condition or operating results.
However, failure to identify the mission-critical systems related to Year 2000
or failure to commit the resources necessary to resolve the Year 2000 issues on
a timely basis, could have a material impact on the Company's financial
condition or operating results.
THE COMPANY
The Company is a developer, manufacturer and provider of wireless-based
satellite communications infrastructure and user terminal products utilized in
public and private telecommunications networks. These networks support data,
fax, voice and video communication and are used to either bypass or extend
terrestrial networks or provide a communications infrastructure where a network
does not currently exist. The Company's product line is based on proprietary
hardware and software and primarily consists of two-way earth stations,
sometimes referred to as VSATs (very small aperture terminals), associated
infrastructure equipment and software, transceivers, modems and other networking
equipment. The Company currently focuses its sales efforts on the international
marketplace, particularly developing countries because management believes that
these areas offer greater applications for the Company's technology, a higher
growth potential and more favorable competitive dynamics. The Company's
proprietary equipment and software are utilized by businesses, government
agencies and telephone companies in Europe, the Americas, Africa and Asia.
USE OF PROCEEDS
The proceeds from the sale of each Selling Stockholder's Common Stock
will belong to the Selling Stockholder. The Company will not receive any
proceeds from such sales of the Common Stock.
8
<PAGE> 11
SELLING STOCKHOLDERS
The Company issued 479,990 shares of Common Stock to the Former TII
Stockholders on December 12, 1997, pursuant to the terms of the TII Merger
Agreement, under which TII was merged with a subsidiary of the Company, thus
becoming a wholly-owned subsidiary of the Company. Pursuant to the TII Merger
Agreement, the Company agreed to file a registration statement with the
Commission to register certain shares of the Common Stock received by the Former
TII Stockholders for resale by them, and to keep the registration statement
effective until the earliest to occur of December 16, 1999, the date by which
the Selling Shareholders have concluded the sale of the shares of Common Stock
registered hereunder, and the date on which such shares are salable pursuant to
Rule 144(k) under the Securities Act. The Registration Statement of which this
Prospectus is a part was filed with the Commission pursuant to the TII Merger
Agreement. The following table sets forth (i) the name of each Former TII
Stockholder who holds shares of Common Stock acquired pursuant to the TII Merger
Agreement; (ii) the number of shares of Common Stock owned by each such Former
TII Stockholder prior to the offering, and (iii) the number of shares and (if
one percent or more) the percentage of the class to be owned by each such Former
TII Stockholder after the offering. In connection with the acquisition of TII
by a subsidiary of the Company, most of the employees of TII became employees
of the Company or its subsidiaries. Many of the Selling Stockholders were
employees of TII at the time of the acquisition of TII and are now therefore
employees of the Company or its subsidiaries.
<TABLE>
<CAPTION>
Shares Owned After
Offering
---------------------------
Shares Prior to
Name Offering Shares Offered Number Percent
- ----------------------------- --------------------- --------------- -------------- ------------
<S> <C> <C> <C> <C>
Jack F. Acker (1) 260,458 54,260 206,198 2.9%
William P. Acker 5,342 1,113 4,229 *
Michael L. Ball (2) 66,784 13,912 52,872 *
G. Harlan Carothers 890 185 705 *
Jonathan S. Cave (3) 2,226 464 1,762 *
Susana Ifland 13,356 2,782 10,574 *
Michelle A. Janicki (4) 44 9 35 *
James A Kemp (5) 13,356 2,782 10,574 *
Smith Barney Inc. as IRA C (6) 8,904 1,855 7,049 *
J. Forest McKinney 14,692 3,061 11,631 *
Daniel B. Narey (7) 890 185 705 *
William Y. O'Connor 1,335 278 1,057 *
Anthony D. Radford (8) 13,356 2,782 10,574 *
Mark R. Ramberger (9) 13,356 2,782 10,574 *
Marureen Schnetzer (10) 2,671 556 2,115 *
Macy W. Summers (11) 46,748 9,738 37,010 *
Michael L. Towner (12) 2,226 464 1,762 *
Curtis E. Walker (13) 13,356 2,782 10,574 *
-------------------- --------------- -------------- ------------
TOTAL 479,990 99,990 380,000 5.4%
</TABLE>
* less than 1%
(1) Upon consummation of the Merger, Mr. Acker became President of the Network
Systems division of the Company.
(2) Upon consummation of the Merger, Mr. Ball became Vice President - Finance
of the Network Systems division of the Company.
(3) Upon consummation of the Merger, Mr. Cave became Systems Engineer of the
Network Systems division of the Company.
(4) Upon consummation of the Merger, Ms. Janicki became Program Engineer of
the Network Systems division of the Company.
(5) Upon consummation of the Merger, Mr. Kemp became Vice President -
Engineering of the Network Systems division of the Company.
(6) James A. Kemp is the beneficial owner of these shares.
(7) Upon consummation of the Merger, Mr. Narey became Program Manager of the
Network Systems division of the Company.
(8) Upon consummation of the Merger, Mr. Radford became Program Manager of the
Network Systems division of the Company.
(9) Upon consummation of the Merger, Mr. Ramberger became Vice President -
Program Management of the Network Systems division of the Company.
(10) Upon consummation of the Merger, Ms. Schnetzer became Executive Secretary
of the Network Systems division of the Company.
(11) Upon consummation of the Merger, Mr. Summers became Director of Marketing
for DTPI.
(12) Upon consummation of the Merger, Mr. Towner became Program Manager of the
Network Systems division of the Company.
(13) Upon consummation of the Merger, Mr. Walker became Director of System Sales
of the Network Systems division of the Company.
PLAN OF DISTRIBUTION
All or a portion of the shares of Common Stock offered hereby may be
offered for sale, from time to time, on the Nasdaq NM or on one or more
exchanges, or otherwise, at prices and terms then obtainable, or in negotiated
transactions. In addition, the shares of Common Stock offered hereby may be sold
by one or more of the following: (a) a block trade in which the broker or dealer
so engaged will attempt to sell the shares of Common Stock as agent, but may
position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus; (c) an exchange
distribution in accordance with the rules of such exchange; and (d) ordinary
brokerage transactions and transactions in which the broker solicits purchasers.
In effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. All brokers' commissions,
concessions or discounts will be paid by the Selling Stockholders. The Company
will receive none of the proceeds from such sales.
The Company is presently aware of no arrangements or understandings,
formal or informal, pertaining to the distribution of the shares of Common
Stock described herein. Upon the Company being notified by a Selling
Stockholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares of Common Stock bought through a block
trade, special offering, exchange distribution or secondary distribution, a
supplemented Prospectus will be filed, pursuant to Rule 424(b) under the
Securities Act, setting forth (i) the name of each Selling Stockholder and the
participating broker-dealer(s), (ii) the number of shares involved, (iii) the
price at which the shares were sold, (iv) the commissions paid or the discounts
allowed to such broker-dealer(s), where applicable, (v) that such
broker-dealer(s) did not conduct any investigation to verify the information
set out in this Prospectus and (vi) other facts material to the transaction.
The Selling Stockholders and any broker executing selling orders on
behalf of the Selling Stockholders may be deemed to be an "underwriter" within
the meaning of the Securities Act, in which event commissions received by such
broker may be deemed to be underwriting commissions under the Securities Act.
The Company has agreed to indemnify each Selling Stockholder under
the Securities Act against certain liabilities, including liabilities arising
under the Securities Act. Each Selling Stockholder may indemnify any
broker-dealer that participates in transactions involving sales of the shares
against certain liabilities, including liabilities arising under the Securities
Act.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby will be
passed upon for the Company by Jacques Youssefmir, the Company's General
Counsel.
9
<PAGE> 12
EXPERTS
The consolidated financial statements and schedule of the Company
appearing in its Annual Report on Form 10-K for the year ended December 31,
1997, have been audited by KPMG Peat Marwick LLP, independent auditors, as set
forth in their report thereon included therein and incorporated herein by
reference. Such consolidated financial statements and schedule are incorporated
herein by reference in reliance upon such report given upon the authority of
such firm as experts in accounting and auditing.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Restated Certificate of Incorporation provides that to
the fullest extent permitted by Delaware law, a director will not be liable for
monetary damages for breach of the director's fiduciary duty of care to the
Company and its stockholders. This provision in the Restated Certificate of
Incorporation does not eliminate a director's fiduciary duty of care, and, in
appropriate circumstances, equitable remedies such as an injunction or other
forms of non-monetary relief would remain available under Delaware law. Each
director will continue to be subject to liability for (i) breach of the
director's duty of loyalty to the Company or its stockholders for acts or
omissions not in good faith or involving intentional misconduct or knowing
violations of law, (ii) acts or omissions that the director believes to be
contrary to the best interests of the Company or its stockholders, (iii) any
transaction from which the director derives an improper personal benefit, (iv)
acts or omissions involving reckless disregard for the director's duty to the
Company or its stockholders when the director was aware or should have been
aware of the risk of serious injury to the Company or its stockholders, (v) acts
or omissions that constitute an unexpected pattern of inattention that amounts
to an abdication of the director's duty to the Company or its stockholders, (vi)
improper transactions between a director and the Company, and (vii) improper
distributions and loans to directors and officers. This provision does not
affect a director's responsibilities under any laws, such as the federal
securities laws or state or federal environmental laws.
In addition, the Company's Bylaws provide that the Company will
indemnify its directors and executive officers and may indemnify its other
officers, employees and other agents to the fullest extent permitted by Delaware
law. The Company is also empowered under its Bylaws to enter into
indemnification contracts with its directors and officers and to purchase
insurance on behalf of any person whom the Company is required or permitted to
indemnify. The Company has entered into agreements with its directors and
executive officers, which requires the Company to indemnify them to the fullest
extent permitted by law against certain losses they may incur in legal
proceedings arising in connection with their services to the Company.
Insofar as indemnification for liabilities under the Securities Act may
be permitted to directors, officers or persons controlling the Company pursuant
to the foregoing provisions, the Company has been informed that in the opinion
of the Commission such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
10
<PAGE> 13
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY TO ANY
PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL
OR TO ANY PERSON TO WHOM IT IS UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS
NOR ANY OFFER OR SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY OR THAT
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE
HEREOF.
99,990 SHARES
STM WIRELESS, INC.
COMMON STOCK
---------------------
PROSPECTUS
---------------------
________, 1998
<PAGE> 14
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses of Issuance and Distribution
- -----------------------------------------------------
The following sets forth the costs and expenses, all of which shall be
borne by the Company, in connection with the offering of the shares of Common
Stock pursuant to this Registration Statement:
Securities and Exchange Commission Fee............ $ 291
Accounting Fees and Expenses*..................... $ 3,000
Legal Fees and Expenses*.......................... $ 10,000
Miscellaneous Expenses*........................... $ 2,000
--------
Total...................................... $ 15,291
========
* Estimated
Item 15. Indemnification of Directors and Officers.
- ----------------------------------------------------
(a) As permitted by the Delaware General Corporation Law (the "DGCL"),
the Restated Certificate of Incorporation eliminates the liability of directors
to the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except to the extent otherwise required by the DGCL.
(b) The Restated Certificate of Incorporation provides that the Company
will indemnify each person who was or is made a party to any proceeding by
reason of the fact that such person is or was a director or officer of the
Company against all expense, liability and loss reasonably incurred or suffered
by such person in connection therewith to the fullest extent authorized by the
DGCL. The Company's Restated Bylaws provide for a similar indemnity to directors
and officers of the Company to the fullest extent authorized by the DGCL.
(c) The Restated Certificate of Incorporation also gives the Company
the ability to enter into indemnification agreements with each of its officers
and directors. The Company has entered into indemnification agreements with each
of its directors and officers. The indemnification agreements provide for the
indemnification of directors and officers of the Company against any and all
expenses, judgments, fines, penalties and amounts paid in settlement, to the
fullest extent permitted by laws.
Item 16. Exhibits.
- -------------------
5.1 Opinion of Jacques Youssefmir, General Counsel.
23.1 Consent of Jacques Youssefmir (included in Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLP.
24.1 Power of Attorney (included on the signature page to the
Registration Statement - see page II-4.)
Item 17. Undertakings.
- -----------------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
II-1
<PAGE> 15
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the Registration
Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b). If, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration
Statement.
(iii) To include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the Registration Statement is on Form S-3 or S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934, (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
II-2
<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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irvine, State of California, on the 20th day of
April, 1998.
STM WIRELESS, INC.
By: /S/ EMIL YOUSSEFZADEH
-----------------------------------
Emil Youssefzadeh
Chief Executive Officer, President
and Director
By: /S/ JOSEPH WALLACE
-----------------------------------
Joseph Wallace
Chief Financial Officer and
Principal Accounting Officer
II-3
<PAGE> 17
POWER OF ATTORNEY
We, the undersigned officers and directors of STM Wireless, Inc., do
hereby constitute and appoint Emil Youssefzadeh and Joseph Wallace, or either of
them, our true and lawful attorneys-in-fact and agents, each with full power of
substitution and re-substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, or any related Registration
Statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, and to file the same, with exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that each of said attorneys-in-fact and agents, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
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 date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ DENNIS W. ELLIOTT Chairman of the Board April 20, 1998
- -----------------------------
Dennis W. Elliott
/s/ EMIL YOUSSEFZADEH Chief Executive Officer and April 20, 1998
- ---------------------- President, Director
Emil Youssefzadeh
/s/ JOSEPH WALLACE Vice President, Finance April 20, 1998
- ----------------------------- Chief Financial Officer and
Joseph Wallace Principal Accounting Officer
/s/ FRANK T. CONNORS Executive Vice President, and April 20, 1998
- ----------------------------- Vice Chairman of the Board
Frank T. Connors
/s/ DIANNE WALKER Director April 20, 1998
- -----------------------------
Dianne Walker
</TABLE>
II-4
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
- ------- ----------- -----------
<S> <C> <C>
5.1 Opinion of Jacques Youssefmir, General Counsel. --
23.1 Consent of Jacques Youssefmir (included in the Opinion --
filed as Exhibit 5.1).
23.2 Consent of KPMG Peat Marwick LLC. --
24.1 Power of Attorney (included on signature page to the --
Registration Statement at page II-4).
</TABLE>
II-5
<PAGE> 1
EXHIBIT 5.1
April 20, 1998
STM Wireless, Inc.
One Mauchly
Irvine, California 92718
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-3 of STM Wireless,
Inc., a Delaware corporation (the "Company"), which will be filed with the
Securities and Exchange Commission on or about April 20, 1998 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 99,990 shares of Common Stock, $0.001 par value (the
"Shares") of the Company, all of which will be sold by certain stockholders of
the Company (the "Selling Stockholders"). As corporate counsel to the Company, I
have also examined the proceedings proposed to be taken in connection with the
issuance of the Shares to the Selling Stockholders and said proposed sale of the
Shares.
Based on such review, it is my opinion that the Shares are legally and
validly issued, fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of my name wherever appearing in the
Registration Statement, including the Prospectus constituting a part thereof,
and any amendment thereto.
Very truly yours,
/s/ JACQUES YOUSSEFMIR
--------------------------------
Jacques Youssefmir
General Counsel
<PAGE> 1
EXHIBIT 23.2
ACCOUNTANTS' CONSENT
The Board of Directors
STM Wireless, Inc.
We consent to the use of our reports incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Orange County, California
April 17, 1998
