UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. #_1_)
STM Wireless, Inc.
(Name of Issuer)
Common Shares, $.001 par value
(Title of Class of Securities)
784776106
(CUSIP Number)
Pequot Capital Management, Inc., 500 Nyala Farm Road
Westport, CT 06880 Attn: David J. Malat 203/429-2200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 15, 1999
(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(b)(3) or (4), check the following
box .
Check the following box if a fee is being paid with this statement __. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in 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).
CUSIP NO. 784776106
5
1 Name of Reporting Person PEQUOT CAPITAL MANAGEMENT, INC.
IRS Identification No. of Above Person 06-1524885
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 CONNECTICUT
7 Sole Voting Power 778,929
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH
8 Shared Voting Power 0
9 Sole Dispositive Power 778,929
10 Shared Dispositive Power 0
11 Aggregate Amount Beneficially Owned by Each Reporting Person 778,929
12 Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares
13 Percent of Class Represented by Amount in Row 11 11.06%
14 Type of Reporting Person IA
<PAGE>
ITEM 1. SECURITY AND ISSUER
This Statement relates to the Common Stock, $.001 par value (the
"Shares"), of STM Wireless, Inc. (the "Company"), a Delaware corporation. The
Company's principal executive office is located at One Mauchly, Irvine,
California 92718-2305.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed on behalf of Pequot Capital Management,
Inc., a Connecticut corporation (the "Reporting Person"). The principal
business of the Reporting Person, an investment adviser registered under the
Investment Advisers Act of 1940, is to act as investment adviser to certain
managed accounts. The executive officers of the Reporting Person are Messrs.
Arthur J. Samberg, Daniel C. Benton and Amiel M. Peretz, the directors of the
Reporting Person are Messrs. Samberg, Benton and Kevin E. O'Brien, and the
controlling shareholders are Messrs. Samberg and Benton (collectively, the
"Executive Officers, Directors and Controlling Persons"). The business
address of the Reporting Person and the Executive Officers, Directors and
Controlling Persons is 500 Nyala Farm Road, Westport, CT 06880.
Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling Persons have, during the last five years, been convicted in
criminal proceeding (excluding traffic violations or similar misdemeanors).
Neither of the Reporting Person nor the Executive Officers, Directors and
Controlling Persons have, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
which resulted in 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.
Each of the Executive Officers, Directors and the Controlling Persons are
citizens of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
As of the date hereof, under rule 13d-3 under the Securities Exchange Act
of 1934, the Reporting Person is deemed to be the beneficial owner of 778,929
of the Company's Shares which are held by accounts (the "Accounts") for which
the Reporting Person exercises investment discretion.
ITEM 4. PURPOSE OF TRANSACTION
The acquisition of the Shares described herein was made in the ordinary
course of the Reporting Person's investment activities. The Reporting Person
reserves the right to purchase additional Shares or to dispose of the Shares
in the open market or in privately negotiated transactions or in any other
lawful manner in the future. The Reporting Person reserves the right to take
whatever additional action with respect to the Accounts' holdings in the
Company as the Reporting Person deems to be in the best interest of such
Accounts. An employee of the Reporting Person also serves on the Company's
Board of Directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, the Reporting Person beneficially owns in the
aggregate 778,929 Shares. These Shares represent approximately 11.06% of the
7,042,204 Shares that the Reporting Person believes to be outstanding. The
Reporting Person has the sole power to vote, direct the vote, dispose and
direct the disposition of all of the Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
On April 15, 1999, the Reporting Person entered into a Voting and
Affiliate Agreement (the "Voting Agreement") with REMEC, Inc. ("REMEC")
relating to a proposed merger (the "Merger") of a subsidiary of REMEC with the
Company. Pursuant to this Voting Agreement, the Reporting Person agreed that
during the period commencing on April 15, 1999 and continuing until the
termination of the Voting Agreement upon the Merger or the abandonment of such
plans to merge, at any meeting of the holders of shares of Shares, however
called, or in connection with any written consent of the holders of the
Shares, the
Reporting Person shall vote in favor of the Merger and the approval of the
Merger agreement and any actions required in furtherance thereof. In
addition, the Reporting Person will not directly or indirectly, during the
period commencing on the April 15, 1999 and continuing until the termination
clause of the Voting Agreement as set forth above: (i) except as contemplated
in the definitive Merger agreement, offer for sale, sell, transfer, tender,
pledge, encumber, assign or otherwise dispose of, or grant or enter into any
contract, option or other arrangement or understanding with respect to or
consent to the offer for sale, sale, transfer, tender, pledge, encumbrance,
assignment or other disposition of, any or all of the Shares or any interest
therein; (ii) except as contemplated by the Voting Agreement, grant any
proxies or powers of attorney, deposit any Shares into a voting trust or enter
into a voting agreement with respect to any Shares; or (iii) take any action
that would make any of the Reporting Person's representations or warranties
contained in the Voting Agreement untrue or incorrect or have the effect of
preventing or disabling the Reporting Person from performing the Reporting
Person's obligations under the Merger agreement and any actions required in
furtherance thereof.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
After a reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
April 20, 1999
Pequot Capital Management, Inc.
By:/s/ David J. Malat
David J. Malat, Chief Financial Officer
