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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
U.S. WIRELESS DATA, INC.
- --------------------------------------------------------------------------------
(NAME OF ISSUER)
No Par Value Class A Common Stock
- --------------------------------------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
912 899 101
- --------------------------------------------------------------------------------
(CUSIP NUMBER)
John M. Liviakis, 2420 "K" St., Suite 220, Sacramento, CA 95816, (916) 448-6084
- --------------------------------------------------------------------------------
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
November 16, 1997
- --------------------------------------------------------------------------------
(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 the 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
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 912 899 101 Page 2 of 11 Pages
--------------------- -------- --------
(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Liviakis Financial Communications, Inc.
68-0311399
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
State of California
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 146,250
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 0
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 146,250
--------------------------------------------------------
(10) Shared Dispositive Power
0
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
146,250
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ X ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
1.6%
---------------------------------------------------------------------
(14) Type of Reporting Person*
CO
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
CUSIP No. 912 899 101 Page 3 of 11 Pages
--------------------- -------- --------
(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
John M. Liviakis
###-##-####
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
PF, OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 3,825,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 146,250
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 3,825,000
--------------------------------------------------------
(10) Shared Dispositive Power
146,250
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,971,250
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ X ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
37.7%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP No. 912 899 101 Page 4 of 11 Pages
--------------------- -------- --------
(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Renee A. Liviakis
###-##-####
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 0
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 146,250
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 0
--------------------------------------------------------
(10) Shared Dispositive Power
146,250
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
146,250
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ X ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
1.6%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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SCHEDULE 13D
CUSIP No. 912 899 101 Page 5 of 11 Pages
--------------------- -------- --------
(1) Names of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Robert B. Prag
###-##-####
---------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(b) [ ]
---------------------------------------------------------------------
(3) SEC Use Only
---------------------------------------------------------------------
(4) SOURCE OF FUNDS*
PF, OO
---------------------------------------------------------------------
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
---------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
---------------------------------------------------------------------
(7) Sole Voting Power
Number of 1,323,750
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 146,250
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 1,323,750
--------------------------------------------------------
(10) Shared Dispositive Power
146,250
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,470,000
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ X ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
15.0%
---------------------------------------------------------------------
(14) Type of Reporting Person*
IN
---------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 6
Page 6 of 11
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Consulting Agreement dated as of July 25, 1997 by and
between the Corporation and LFC (the "Consulting Agreement"), the Corporation
has agreed to issue an aggregate of 300,000 shares of the Corporation's Common
Stock. Of such shares, 165,000 were to have been issued on November 15, 1997,
and the balance of 135,000 shares is to be issued in monthly increments of
15,000 shares each on the first day of each month from December 1997 through
August 1998. Seventy-five percent of each increment of shares so issued shall be
issued to LFC, and twenty-five percent of each such increment shall be issued to
RBP. Under the Consulting Agreement, LFC undertakes to perform certain investor
communications, financial and investor public relations, corporate finance and
related services for the Corporation. A copy of the Consulting Agreement is
filed as Exhibit 1 to Schedule 13D.
In addition, JML and RBP have each purchased shares of Common Stock and
warrants to purchase shares of Common Stock from the Corporation in private
transactions. Pursuant to a Subscription Agreement between the Corporation and
JML entered into August 6, 1997 (the "JML Subscription Agreement"), on August 6,
1997 JML purchased, for an aggregate purchase price of $375,000, 2,625,000
shares of Common Stock and warrants first exercisable on January 15, 1998 and
expiring August 1, 2002 to purchase up to 1,200,000 additional shares of Common
Stock at an exercise price of One Cent ($0.01) per share ("Warrants"). Pursuant
to a Subscription Agreement between the Corporation and RBP entered into August
6, 1997 (the "RBP Subscription Agreement" and collectively with the JML
Subscription Agreement, the "Subscription Agreements"), on August 6, 1997 RBP
purchased, for an aggregate purchase price of $125,000, 875,000 shares of Common
Stock and Warrants to purchase up to 400,000 additional shares of Common Stock.
Copies of the JML Subscription Agreement, the RBP Subscription Agreement, and
the certificate representing Warrants are filed as Exhibits 2, 3 and 4 to the
Schedule 13D, respectively.
By letter dated October 20, 1997 from JML and RBP to the Corporation
(the "October 20 Letter"), JML and RBP agreed to certain modifications in the
terms of the Warrants and the Subscription Agreements, including a possible
postponement beyond January 15, 1998 of the date on which the Warrants are first
exercisable. A copy of the October 20 Letter is filed herewith as Exhibit 6.
This Amendment No. 2 to Schedule 13D is being filed to report 2,625,000
shares of the Corporation's Common Stock owned by JML and 875,000 shares of the
Corporation's Common Stock owned by RBP, as well as the right to acquire
1,200,000 and 400,000
<PAGE> 7
Page 7 of 11
shares of Common Stock through exercise of the Warrants, which might be first
exercisable within sixty days of the date hereof, held by JML and RBP,
respectively. In addition, LFC and RBP have rights to acquire 225,000 and 75,000
shares of Common Stock, respectively, pursuant to the Consulting Agreement. Of
the 225,000 shares of Common Stock that LFC has the right to acquire pursuant to
the Consulting Agreement, 123,750 should have been issued to LFC on November 15,
1997, 22,500 should be issued to LFC within sixty days of the date hereof, and
the balance are due to be issued to LFC more than sixty days from the date
hereof. Of the 75,000 shares of Common Stock that RBP has the right to acquire
pursuant to the Consulting Agreement, 41,250 should have been issued to RBP on
November 15, 1997, 7,500 should be issued to LFC within sixty days of the date
hereof, and the balance are due to be issued to LFC more than sixty days from
the date hereof.
The shares of Common Stock which LFC and RBP have the right to receive
pursuant to the Consulting Agreement will be issued by the Corporation to LFC
and RBP in consideration of services rendered and to be rendered by LFC.
The 2,625,000 shares of Common Stock owned by JML were acquired,
together with 1,200,000 Warrants, by JML from the Corporation at an aggregate
cost of Three Hundred Seventy-Five Thousand Dollars ($375,000). The source of
funds used in purchasing such securities was JML's personal funds.
The 875,000 shares of Common Stock owned by RBP were acquired, together
with 400,000 Warrants, by RBP from the Corporation at an aggregate cost of One
Hundred Twenty-Five Thousand Dollars ($125,000). The source of funds used in
purchasing such securities was RBP's personal funds.
JML and RBP believe that the source of funds to be utilized by them,
respectively, to exercise such Warrants as they, respectively, elect to exercise
will be their respective personal funds.
5. INTEREST IN SECURITIES OF THE ISSUER.
JML has the sole power to direct the vote or disposition of the
2,625,000 shares of Common Stock of the Corporation owned by JML and expects to
have the sole power to direct the vote or disposition of such shares of Common
Stock as he acquires through the exercise of the 1,200,000 Warrants owned by
JML. RBP has the sole power to direct the vote or disposition of the 875,000
shares of Common Stock of the Corporation owned by RBP and expects to have the
sole power to direct the vote or disposition of such shares of Common Stock as
he acquires through the exercise of the 400,000 Warrants owned by RBP or
pursuant to the
<PAGE> 8
Page 8 of 11
Consulting Agreement. LFC expects to have the sole power to direct the vote or
disposition of such shares of Common Stock as it acquires pursuant to the
Consulting Agreement. LFC's power to direct the vote or disposition of shares
will be exercised through its officers and directors.
LFC and RBP disclaim any beneficial interest in any shares of Common
Stock owned by JML or which JML has the right to acquire. LFC, JML and RAL
disclaim any beneficial interest in any shares of Common Stock owned by RBP or
which RBP has the right to acquire.
The 3,825,000 shares of Common Stock that JML owns or may have the right
to acquire within sixty days of the date hereof, and as to which JML has or
expects to have the sole power to direct the vote or disposition, represent
approximately 36.8% of that class of securities. The 1,323,750 shares of Common
Stock that RBP owns and has or may have the right to acquire within sixty days
of the date hereof, and as to which RBP has or expects to have the sole power to
direct the vote or disposition, represent approximately 13.7% of that class of
securities. The 146,250 shares of Common Stock that LFC has the right to acquire
within sixty days of the date hereof, and as to which LFC expects to have the
sole power to direct the vote or disposition, represent approximately 1.6% of
that class of securities. The 5,295,000 shares of Common Stock which JML, RBP
and LFC in the aggregate own and have or may have the right to acquire within
sixty days of the date hereof, and as to which one of JML, RBP or LFC has or
expects to have the sole power to direct the vote or disposition, represent
approximately 48.2% of that class of securities. In each case, the calculation
of the percentage of the class of Common Stock is based on the 9,192,270 shares
of Common Stock reported as outstanding as of September 30, 1997 in the
Corporation's Quarterly Report on Form 10-QSB for the quarterly period then
ended.
During the past sixty days, LFC, JML, RAL and RBP have not engaged in
any transactions in Common Stock, other than pursuant to the Subscription
Agreements and the Consulting Agreement as described herein.
7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Consulting Agreement between the Corporation and LFC dated
July 25, 1997.
Exhibit 2 - Subscription Agreement between the Corporation and JML
entered into August 6, 1997.
Exhibit 3 - Subscription Agreement between the Corporation and RBP
entered into August 6, 1997.
<PAGE> 9
Page 9 of 11
Exhibit 4 - Certificate representing Warrants to purchase shares of the
Corporation's Common Stock.
Exhibit 5 - Joint Filing Agreement of LFC, JML, RAL and RBP pursuant to
Rule 13d-1(f).
Exhibit 6 - Letter dated October 20, 1997 from JML and RBP to the
Corporation modifying certain terms of the Subscription Agreements (Exhibits 2
and 3) and Warrants (Exhibit 4).
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 25, 1997
LIVIAKIS FINANCIAL COMMUNICATIONS, INC.
By: /s/ JOHN M. LIVIAKIS
----------------------------------------
John M. Liviakis, President
/s/ JOHN M. LIVIAKIS
--------------------------------------------
John M. Liviakis
/s/ RENEE A. LIVIAKIS
--------------------------------------------
Renee A. Liviakis
/s/ ROBERT B. PRAG
--------------------------------------------
Robert B. Prag
<PAGE> 10
Page 10 of 11
EXHIBIT "6"
Robert B. Prag John M. Liviakis
One Sable Court 3521 East Curtis Drive
Sacramento, CA 95864 Sacramento, CA 96818
October 20, 1997
U.S. Wireless Data, Inc.
2200 Powell Street, Suite 450
Emeryville, CA 94608
Re: Exercise Terms of Warrants
Gentlemen:
Reference is made to certain Common Stock purchase warrants of U.S.
Wireless Data, Inc. (the "Company") owned by the undersigned and which are
exercisable pursuant to their terms commencing on January 15, 1998 and
continuing through August 4, 2002, to purchase up to 1,600,000 shares of the
Common Stock of the Company at $.01 per share (the "Warrants"). Reference is
also made to the Subscription Agreements dated as of August 4, 1997, by which
the undersigned purchased the Warrants (the "Subscription Agreements").
The undersigned holders of Warrants (in the amounts set next to their
names below) hereby agree that in consideration of the Company's efforts to
raise additional capital:
1. The right to exercise the Warrants (and consequently the rights
provided pursuant to paragraph 5(a) of the Subscription Agreements) shall be
deferred until the later of: (a) January 15, 1998; or (b) the next Annual or
Special Meeting of the Company's shareholders, at which the Company agrees that
it shall submit a proposed amendment to its Articles of Incorporation to
increase the authorized number of shares of Common Stock to no less than
40,000,000. If the Company is unable to secure such increase in capital at such
meeting, the Warrants shall become immediately exercisable (if such meeting is
held after January 15, 1998) and the holders shall again be able to exercise the
rights provided under paragraph 5(a) of the Subscription Agreements.
2. The holders agree that the antidilution provisions of the Warrants
(as set forth in Paragraph 8 of the Warrants) shall not apply to any stock
dividends to be paid on shares of the Company's Proposed Series A Cumulative
Convertible Redeemable
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Page 11 of 11
Preferred Stock underlying the 8% Adjustable Rate Convertible Debentures Due
December 31, 1999, which the Company is proposing to offer within the next
several weeks.
Very truly yours,
/s/ JOHN M. LIVIAKIS
----------------------------------------
John M. Liviakis, as to
1,200,000 Warrants
/s/ ROBERT B. PRAG
----------------------------------------
Robert B. Prag, as to 400,000
Warrants
