UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. #2)
STM Wireless Inc.
(Name of Issuer)
Common Shares, $.001 par value
(Title of Class of Securities)
784776106
(CUSIP Number)
Joseph Wallace
Chief Financial Officer
One Mauchly
Irvine, CA 92718-2305
Tel.: (714) 753-7864
(Name, Address and Telephone Number of Person
Authorised to Receive Notice and Communications)
December 9, 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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 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 Rule 13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter 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).
<PAGE>
SCHEDULE 13D
CUSIP No. 784776106
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Berjaya Group (Cayman) Limited
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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- ------------------------------------ ----- -------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES 813,094
BENEFICIALLY OWNED
BY EACH REPORTING ----- -------------------------------------
PERSON WITH ----- -------------------------------------
8 SHARED VOTING POWER
None
----- -------------------------------------
----- -------------------------------------
9 SOLE DISPOSITIVE POWER
813,094
----- -------------------------------------
----- -------------------------------------
10 SHARED DISPOSITIVE POWER
None
- ------------------------------------ ----- -------------------------------------
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
813,094
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
11.5%
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14 TYPE OF REPORTING PERSON (See Instructions)
CO
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<PAGE>
SCHEDULE 13D
CUSIP No. 784776106
- -------- -----------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Berjaya Group Berhad
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) |_|
(b) |_|
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
3 SEC USE ONLY
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
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- -------- -----------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Malaysia
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- ------------------------------------ ----- -------------------------------------
7 SOLE VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY OWNED
BY EACH REPORTING ----- -------------------------------------
PERSON WITH ----- -------------------------------------
8 SHARED VOTING POWER
None
----- -------------------------------------
----- -------------------------------------
9 SOLE DISPOSITIVE POWER
0
----- -------------------------------------
----- -------------------------------------
10 SHARED DISPOSITIVE POWER
None
- ------------------------------------ ----- -------------------------------------
- -------- -----------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
|_|
- -------- -----------------------------------------------------------------------
- -------- -----------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0 %
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- -------- -----------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (See Instructions)
HC
- -------- -----------------------------------------------------------------------
<PAGE>
Berjaya Group (Cayman) Limited (the "Reporting Person") hereby amends its
statement on Schedule 13D, dated December 15, 1999. Pursuant to Rule 101 (2)(ii)
of Regulation S-T, the Reporting Person's Schedule 13D dated April 11, 1994, and
subsequently amended on June 30, 1994, has been restated below.
Item 1. Security and Issuer
This Statement relates to the Common Stock, $.001 par value (the "Shares"), of
STM Wireless, Inc. (the "Issuer"), a Delaware corporation. The Issuer's
principal executive office is located at One Mauchly, Irvine, California
92718-2305.
Item 2. Identity and Background
This statement is being filed by Berjaya Group (Cayman) Limited (the "Reporting
Person"), a Cayman Islands corporation, whose principal executive offices are
located at Level 17, Shahzan Prudential Tower, 30 Jalan Sultan Ismail, 50250
Kuala Lumpur, Malaysia. The Reporting Person is an investment holding company.
The names and occupations of the executive officers and directors of the
Reporting Person are listed on Schedule 1 hereto. The business address of each
of the executive officers and directors of the Reporting Person is located at
Level 17, Shahzan Prudential Tower, 30 Jalan Sultan Ismail, 50250 Kuala Lumpur,
Malaysia.
Neither the Reporting Person nor, to the best of its knowledge, any of its
executive officers and directors has, during the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or 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.
All of the executive officers and directors of the Reporting Persons are
citizens of Malaysia
Pursuant to General Instruction "C" for Schedule 13D, set forth below is certain
information concerning (i) the corporation that controls the Reporting Person
and (ii) each executive officer and director of the corporation that controls
the Reporting Person.
The Reporting Person is a wholly-owned subsidiary of, and is controlled by,
Berjaya Group Berhad (the "Controlling Person"), a Malaysian corporation, whose
principal offices are located at Level 17, Shahzan Prudential Tower, 30 Jalan
Sultan Ismail, 50250 Kuala Lumpur, Malaysia. The Controlling Person is an
investment holding company. The Reporting Person, the Controlling Person and
their affiliates are collectively referred to herein as "Berjaya". Because the
Controlling Person controls the Reporting Person and thus may also be deemed to
beneficially own the Common Stock, it also is executing this Schedule 13D.
However, the Controlling Person disclaims such beneficial ownership pursuant to
Rule 13d-4 under the Securities Exchange Act of 1934, as amended.
The names, principal occupations and positions of the executive officers and
directors of the Controlling Person are set forth on Schedule II hereto. The
principal business address of each of the executive officers and directors of
the Controlling Person is located at Level 17, Shahzan Prudential Tower, 30
Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia.
Neither the Controlling Person nor, to the best of its respective knowledge, any
of its executive officers and directors has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or 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.
Each of the executive officers and directors of the Controlling Person are
citizens of Malaysia.
Item 3. Source and Amount of Funds or other Consideration
The Reporting Person paid a total of $11,607,220 to purchase the 1,221,294
shares of Common Stock it held before the dispositions referred to below in Item
5(c). To purchase the Purchased Shares and the Private Shares (as such terms are
defined in Item 4) the Reporting Person paid $10,618,345, of which: (i)
$2,800,252 was paid to IMI and COM.LAB (as such terms are defined in Item 4) at
the first closing with respect to the Private Shares held on April 18, 1994,
(ii) $886,213 was paid to COM.LAB at the second closing with respect to the
Private Shares held on May 26, 1994 and (iii) $6,931,880 was paid to the Issuer
at the closing with respect to the Purchased Shares held on June 30, 1994. The
Reporting Person paid a total of $988,875 to purchase the Public Shares (as such
term is defined in Item 4) in open market transactions between May 24, 1994 and
May 31, 1994. All funds used to purchase the Purchased Shares, the Private
Shares and the Public Shares were obtained from the working capital of Berjaya.
Item 4. Purpose of the Transaction
On April 3, 1994, the Reporting Person, the Issuer and certain shareholders of
the Issuer entered into a stock purchase agreement, dated as of April 1, 1994
(the "Purchase Agreement"), pursuant to which the Reporting Person purchased an
aggregate of 693,188 newly issued shares of Common Stock from the Issuer (the
"Purchased Shares") at a closing held on June 30, 1994. The purchase price for
the Purchased Shares was $10.00 per share. As contemplated by the Purchase
Agreement, the Reporting Person also acquired 123,000 additional shares of
Common Stock in open market purchases made from time to time between May 24,
1994 and May 31, 1994 (the "Public Shares"). On April 3, 1994 the Reporting
Person also entered separate agreements, dated as of April 1, 1994 (the
"Shareholder Agreements"), with two shareholders of the Issuer, IMI Capital
Markets USA Corporation ("IMI") and COM.LAB s.r.l. ("COM.LAB"), pursuant to
which the Reporting Person purchased 259,026 shares of Common Stock from IMI at
a closing held on April 18, 1994 and a total of 146,080 shares of Common Stock
from COM.LAB at closings held on purchased pursuant to the Shareholder
Agreements are referred to herein as the "Private Shares"). The purchase price
for the Private Shares was $9.10 per share.
The Reporting Person sold 408,200 shares of Common Stock in open market
transactions made from time to time between December 9, 1999 and December 15,
1999. The Reporting Person may make further dispositions of securities from time
to time depending on market conditions.
The purpose for the above-described original purchases was for Berjaya to make a
substantial investment in the Issuer (a) because of Berjaya's belief in the
potential growth of the Issuer and (b) as an initial step in what the parties
anticipate will become a long-term cooperative arrangement between Berjaya and
the Issuer. In this connection, in the Purchase Agreement Berjaya and the Issuer
have agreed to establish a 50-50 joint venture to provide services and products
to the Asia/Pacific region.
The following is a brief description of the Purchase Agreement and the
Shareholder Agreements, and is qualified in its entirety by reference to such
agreements, copies of which have been filed as exhibits to the Schedule 13D of
the Reporting Person dated April 11, 1994, and incorporated herein by this
reference.
The Purchase Agreement provides that the Reporting Person will be entitled to
have one designee elected to the Issuer's board of directors, and, in the event
of total number of directors comprising the Issuer's board of directors is to be
eight or greater, the Reporting Person will be entitled to have two designees
elected to the Issuer's board of directors.
The Purchased Shares, the Private Shares and the Public Shares, in the
aggregate, originally gave Berjaya an approximately 20% ownership interest in
the Common Stock on a fully diluted basis after giving effect to the issuance of
the Purchased Shares by the Issuer. The Purchase Agreement provides, subject to
certain exceptions, that Berjaya will not acquire any additional shares of any
of the Issuer's securities if such acquisition would result in Berjaya owning
more than 21% of the combined voting power of all the Issuer's voting securities
on a fully diluted basis. Berjaya also has agreed to vote its securities for
nominees to the Issuer's board of directors in the same proportion as the votes
cast by other holders of voting securities and not to solicit proxies or become
a "participant" under the Securities Exchange Act of 1934) in opposition to a
recommendation of a majority of the Issuer's directors. However, to maintain its
percentage ownership interest, the Reporting Person has, subject to certain
exceptions, "preemptive rights" with respect to any issuance by the Issuer of
voting securities or securities convertible into or exchangeable for voting
securities (collectively, "Common Equivalents"). Specifically, the Reporting
Person has the right to acquire a portion of an issuance of Common Equivalents
in the same ratio to the total number of Common Equivalents to be issued as the
total number of Common Equivalents outstanding immediately prior to such
issuance.
The Purchase Agreement also provides that the Issuer has a right of first
refusal with respect to any sale of Common Stock by Berjaya. In addition, Emil
Youssefzadeh, the President and Chief Executive Officer of the Issuer and the
owner of 1,336,755 shares of Common Stock (according to the Issuer's report on
Form 10-K for the year ending December 31, 1998), and Albert Youssefzadeh,
father of Emil Youssefzadeh, have agreed, subject to certain exceptions, not to
sell any shares of Common Stock without giving Berjaya the right to participate
proportionately in the sale. Similarly, Berjaya has agreed not to sell shares of
Common Stock under certain circumstances without giving Emil Youssefzadeh and
Albert Youssefzadeh the right to participate proportionally in the sale.
Because any sale of Common Stock by Berjaya would require an effective
registration statement under the Securities Act of 1933, as amended, or an
exemption therefrom, the Purchase Agreement provides Berjaya with certain
"demand" and piggyback" registration rights.
The Purchase Agreement and the Shareholder Agreements include, among other
things, certain customary representations and warranties, and the parties'
obligations thereunder are subject to the fulfillment or waiver of certain
conditions.
The Reporting Person may dispose of securities from time to time depending on
market conditions.
Except as set forth above, Berjaya does not have any plans or proposals which
would relate to or result in:
(a) The acquisition of additional securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or of any
of its subsidiaries;
(d) Any change in the present board of directors or management of the Issuer,
including any plans or proposals to change the number or term of directors
or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of the
Issuer;
(f) Any other material change in the Issuer's business or corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) - (b) At the date hereof, the Reporting Person has the sole power to vote
and dispose of 813,094 shares of Common Stock representing approximately 11.5%
currently outstanding shares of Common Stock.
(c) On the dates below, BCG engaged in the following sales on the open market:
Date # Shares Average Price per Share
12/09/99 150,000 US$ 6.5791
12/10/99 34,500 US$ 7.5049
12/10/99 50,000 US$ 6.6637
12/13/99 100,000 US$ 7,5669
12/14/99 3,500 US$ 7.5714
12/14/99 28,200 US$ 7.1030
12/15/99 42,000 US$ 6.4181
(d) - (e) Not applicable.
Item 6. Contracts, Arrangements, Understanding or Relationships with
Respect to Securities of the Issuer
All contracts, arrangements, understandings or relationships with respect to
securities of the issuer are described in Item 4.
Item 7. Material to be Filed as Exhibits
The following exhibits were filed at the time of the Reporting Person's original
filing on April 3, 1994. Pursuant to Rule 101 (2)(ii) of Regulation S-T, these
exhibits have not been restated in this Schedule 13D amendment.
Exhibit 1. Stock Purchase Agreement, dated as of April 1, 1994, by and
between Satellite Technology, Inc., Berjaya Group (Cayman),
Ltd., Emil Youssefzadeh and Albert Youssefzadeh.
Exhibit 2. Shareholder Stock Purchase Agreement, dated as of April 1,
1994, by and between IMI Capital Markets USA Corporation and
Berjaya Group (Cayman), Ltd.
Exhibit 3. Shareholder Stock Purchase Agreement, dated as of April 1,
1994, by and between COM.LAB s.r.l. and Berjaya Group Cayman,
Ltd.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of each of our knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Date: December 15, 1999
BERJAYA GROUP (CAYMAN) LTD.
By: ____/s/ Robert Yong Kuen Loke
Name: Robert Yong Kuen Loke
Title: Executive Director
BERJAYA GROUP BERHAD
By: ____/s/ Robert Yong Kuen Loke
Name: Robert Yong Kuen Loke
Title: Executive Director
<PAGE>
SCHDEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF
BERJAYA GROUP (CAYMAN) LIMITED
Name Occupation Position
TAN SRI DATO' TAN CHEE YIOUN Company Director DIRECTOR
DATO' TAN CHEE SING Company Director DIRECTOR
CHAN KIEN SING Company Director DIRECTOR
ROBERT YONG KUEN LOKE Company Director DIRECTOR
SU SWEE HONG Company Secretary SECRETARY
LIM HAI MING Manager ASST. SECRETARY
(Group Legal)
ROBERT YONG KUEN LOKE Company Director TREASURER
<PAGE>
SCHDEDULE II
DIRECTORS AND EXECUTIVE OFFICERS
OF
BERJAYA GROUP BERHAD
Name Occupation Position
TAN SRI DATO' TAN CHEE YIOUN Company Director DIRECTOR
DATO' SULEIMAN BIN MOHD. NOOR Company Director DIRECTOR
DATO' TAN CHEE SING Company Director DIRECTOR
DATO' THONG KOK KHEE Company Director DIRECTOR
TAN SRI DATO' TAN KOK PING Company Director DIRECTOR
CHAN KIEN SING Company Director DIRECTOR
ROBERT YONG KUEN LOKE Company Director DIRECTOR
ADAM BIN BACHEK Company Director DIRECTOR
FREDDIE PANG HOCK CHENG Company Director DIRECTOR
KHAW OOI TONG Company Director DIRECTOR
TAN SRI DATUK ABDUL Company Director DIRECTOR
RAHIM BIN HAJI DIN
ROBIN TAN YEONG CHING Company Director DIRECTOR
DATO' ISMAIL BIN OSMAN Company Director DIRECTOR
SU SWEE HONG Company Secretary SECRETARY
LUM YUET MEI Company Deputy Secretary DEPUTY SECRETARY
