WAVERIDER COMMUNICATIONS INC
8-K, 2001-01-11
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

   Pursuant to Sections 13 or 15(d) of the Securities and Exchange Act of 1934

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       Date of Report (Date of earliest event reported): January 10, 2001
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                          WAVERIDER COMMUNICATIONS INC.
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               (Exact name of registrant as specified in charter)


                                     NEVADA

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         (State or other jurisdiction of incorporation or organization)



              0-25680                                  33-0264030
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     (Commission File Number)            (I.R.S. Employer Identification Number)



         255 Consumers Road, Suite 500, Toronto, Ontario, Canada M2J 1R4
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               (Address of principal executive offices) (Zip Code)



                                 (416) 502-3200
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              (Registrant's telephone number, including area code)



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          (Former name or former address, if changed since last report)




<PAGE>



Item 9     Regulation FD Disclosure

This  document  contains  forward-looking  statements  that  involve  risks  and
uncertainties,  including  the risks  associated  with the  effect  of  changing
economic  conditions,  trends in the development of the Internet as a commercial
medium, market acceptance risks,  technological  development risks,  seasonality
and other risk factors detailed in the Company's filings with the Securities and
Exchange Commission.

Can you provide further details on your pre-announced  revenue for the year 2000
and what are the implications for the street's 2001 revenue projections?

WaveRider  made  significant  progress  in 2000  both in terms of sales  and new
product  introductions.  As laid out in the news release,  our unaudited revenue
for 2000  increased  by 130% over 1999 and Q4 revenue  showed an increase of 84%
over Q4 1999 and 24% over Q3 2000.

Notwithstanding  our  accomplishments  to date,  these  numbers  do not meet the
projections  that have been issued by the street.  We have  suggested on several
occasions that WaveRider would not provide  revenue  projections and that actual
revenue  could be  double  or half  that of  street  estimates.  At our stage of
development,  WaveRider  has a very  limited  product  portfolio  such  that any
product delays will have a relatively larger impact on revenue. As we go forward
we plan to expand our product portfolio and become less vulnerable and sensitive
to any one product delay.

We would  emphasize  however that these delays have not diminished our belief in
our  positive  growth  outlook  going  forward.   Our  products  are  generating
excitement  in the  marketplace  and we remain  confident  that we will  capture
significant market share.

We are  particularly  pleased with the customer  feedback on LMS2000 and NCL1155
performance.

After  successfully  testing a prototype  installation over several months,  the
LMS3000 is currently  being  deployed in a pilot  installation  using the latest
version of the end user modem. This version of the LMS3000 features a new design
and lower cost and has incorporated  numerous performance  improvements over the
earlier pilot  installation.  We are also in the final stage of FCC approval for
the LMS3000.  The FCC approval process for the LMS3000 has been more complicated
and has taken  longer than for the LMS2000  mainly due to its use of an interior
antenna.  Specifically,  because the LMS3000 incorporates an interior antenna in
close proximity to the end user,  these antennae must meet very rigid FCC safety
standards.

In the news release you refer to certain  accomplishments and acquired expertise
- can you elaborate?

We view our R & D capability as well as our professional  services  capabilities
as major  competitive  advantages that  differentiate  WaveRider in the wireless
sector.  Our R & D  department  has grown from less than 25 people a year ago to
more than 55 professionals  presently.  The building and integration of the team
is now largely  completed and the team's  experience and  capabilities  are such
that we expect  significant  contributions  in terms of new product  development
going forward. Also, given our relatively small size and flexibility, we believe
that we will be able to shorten typical industry product development cycles.
<PAGE>

Similarly,  our professional  services group has grown and acquired  substantial
capabilities.  Our product  deployment  experience,  while admittedly  involving
longer cycles than expected,  have provided WaveRider with valuable  experience.
This  wireless  network   deployment   experience,   combined  with  the  global
capabilities  of our  service  partners  should  facilitate  WaveRider's  global
growth.

How did the ADE acquisition perform?

ADE was a strategic  acquisition  for  WaveRider  and we are pleased  with their
performance  to date.  ADE has a strong sales and service team that has captured
significant  market  share  in  Australia  in  their  15 year  history.  The ADE
personnel  was  one  of  the  main  motivators  for  the  acquisition  and it is
gratifying to note that we have had no turnover in the sales and service areas.

As with most mergers,  product sales and deployments were affected operationally
by the merger and this has impacted the revenue contribution for Q4. ADE has now
incorporated  WaveRider's  NCL  and  LMS2000  product  lines  and we  anticipate
significant growth going forward in their immediate market area as well as their
expanded target market in Southeast Asia.

Other wireless companies have announced revenue  shortfalls.  Does this mean the
wireless sector will experience slower growth than previously expected?

We believe the outlook for the wireless sector continues to be very positive for
several reasons. The global Internet population is projected to continue to grow
rapidly.

According to estimates released in December 2000, by Nua Ltd., the global online
population  has grown to over 400 million,  almost double their  estimate of 201
million online at September  1999.  They,  also,  note that,  despite this rapid
growth,  less than 7 percent of the world's  population  accesses the  Internet,
meaning that the potential for growth remains  large.  According to the Computer
Industry Almanac,  490 million people around the world will have Internet access
by 2002 and the ARC Group estimated, in July 2000, that this number could expand
to 670 million users by 2005..

At the same time,  according to the ARC Group in their report  published in July
2000,  most US homes and  businesses  do not have access to  broadband  Internet
while  demand  for high  speed  Internet  access is  increasing.  Although,  the
availability  of high-speed  Internet access is expanding in major urban centers
(cable and DSL),  the last mile to  suburban,  rural and  international  markets
remains under-serviced.

Notwithstanding the current economic slowdown, we believe that the global demand
for broadband  wireless access equipment will exceed affordable  solutions.  Our
customer  experience  to date with both the LMS2000 and the LMS3000  leads us to
believe  that we are well  placed to capture  significant  market  share both in
North America and Internationally.

What are the inventory write-offs that you mention in the Press Release?

During the second half of 2000,  the  unlicensed  wireless  bridge  market saw a
number of new competitive offerings and significant price reductions,  including
the  introduction of our own NCL1155.  In fact, we believe our new NCL1155 to be
the leading  bridge/router in the industry in terms of data transmission  speeds
and price/performance features.
<PAGE>

These competitive pressures,  however, did seriously impact our older generation
of products. The NCL 1135 product, which was derived from the TTI acquisition in
FY1999, was limited in its feature set and too expensive to manufacture in light
of the new competitive product offerings and, therefore, was discontinued at the
beginning of Q4. The NCL135, our original product offering, while still offering
significant  feature benefits,  was  significantly  discounted due to its slower
transmission  rates. The  discontinuation  of the NCL1135 and the discounting of
the NCL135 resulted in write off of raw materials,  inventory and service spares
which impacted margins in Q3 and Q4.

What is meant by non-cash accounting charges?

In our current financing,  the Company issued $5 million in 6% convertible notes
with two  warrants - one for five years at 165% of the bid price at closing  and
one for one year at 125% of the bid price at closing. In addition,  we committed
to issue future 6% convertible notes and warrants for a further $7 million.

When we look at this  arrangement,  the Company is receiving a reduced  interest
rate due to the fact that the notes can be  converted  to common  stock and that
warrants are being issued with the notes. Without these components the Company's
ability to raise the funds or the interest rate charged  would be  significantly
different. Accounting rules, therefore, attempt to determine the impact of these
components.

Under U.S.  GAAP,  one must look at each  component of a financial  offering and
give value to it.  When there is no easy  method to  determine  the exact  value
accounting  estimates must be used - generally,  for option and warrant  pricing
this entails the Black-Scholes valuation model.

For accounting purposes, we must look at and value:

1.       The convertible feature of the notes
2.       The one & five year warrants
3.       The cash-less exercise component of the 5 year warrants
4.       The commitment to issue future convertible notes

Once an appropriate  value for each of these components is determined the amount
will be expensed as a financing  charge  with the  offsetting  credit  posted to
other equity. This charge will not effect our cash or working capital position.

Signatures:

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly caused this current  report on Form 8-k to be signed on its
behalf by the undersigned thereunto duly authorized.

Dated:  January 11, 2001

                                        WaveRider Communications Inc.

                                        Per: /s/ Bruce Sinclair
                                             -----------------------------
                                             Bruce Sinclair, President



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