SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) August 21, 1998
U.S. Wireless Data, Inc.
------------------------
(Exact name of registrant as specified in its charter)
Colorado 0-22848 84-1178691
- --------------------------------------------------------------------------------
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
2200 Powell Street, Suite 450, Emeryville, California 94608
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (510) 596-2025
-------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events.
Changes in Management
- ---------------------
Roger Peirce Appointed CEO
- --------------------------
On August 21, 1998, Mr. Roger Peirce became the Chief Executive Officer and
Chairman of the Board of the Company. Mr. Peirce joined the Company as a
director as of July 22, 1998. Information concerning Mr. Peirce, including his
business experience, is contained in the Prospectus under the section entitled
"Management." Mr. Peirce is a nonvoting member of the Board of Directors of
Cardservice International, Inc., a company for which Mr. Caeser Berger, another
director of the Company, serves as a vice president and with which the Company
has engaged in certain transactions. See the section of the Prospectus entitled
"Certain Transactions - Transactions with Cardservice International, Inc."
Mr. Peirce replaced Mr. Evon A. Kelly as the Company's CEO and Mr. Rod
Stambaugh as Chairman. Mr. Kelly resigned as an officer and director of the
Company effective as of August 21, 1998, but will remain an employee of the
Company under a one year employment agreement at his former rate of
compensation. Mr. Stambaugh will remain as President and a director of the
Company.
Mr. Peirce will receive a salary of $75,000 per year plus reimbursement of
certain customary business expenses. He has also been granted options to
purchase up to 1,000,000 shares of the Company's Common Stock, exercisable at
$3.438 per share for ten years from August 22, 1998. The Company will issue
29,086 of the options as incentive stock options under the Company's 1992 Stock
Option Plan (the "Plan") and those options will be subject to all of the terms
and conditions of incentive stock options issued under the Plan. See the section
of the Prospectus entitled "Executive Compensation - Stock Option Plan." The
balance of the options will be issued outside the Plan as "non-qualified
options" and will have the same exercise terms as the incentive options issued
under the Plan but will expire on the earlier of September 1, 2002 or one year
from the date Mr. Peirce ceases to serve the Company in any capacity, including
as an employee, officer, director or consultant. All of the options vest
immediately upon issuance but are subject to the Company's right to repurchase
the shares at the price Mr. Peirce paid for them. The Company's right to
repurchase the shares expires over a 48 month period at the rate of 2.08% of the
share per month. The repurchase rights of the Company terminate completely
(thereby vesting Mr. Peirce's rights in and to 100% of the shares) in the event
of a change in control of the Company. Mr. Peirce has also been granted the
option to purchase up to 200,000 shares of Common Stock owned by Mr. John M.
Liviakis, a significant shareholder of the Company. Those options are subject to
the same terms and conditions as the non-qualified stock options issued by the
Company.
Mr. Peirce's stock options give him the right to purchase up to 7.7% of the
Company's outstanding stock, based on the number of shares outstanding as of May
31, 1998, and increase the number of shares beneficially owned by the Company's
officers and directors as a group to 15.6% of the outstanding shares as of that
date. See the section of the Prospectus entitled "Security Ownership of
Principal Shareholders and Management."
<PAGE>
Appointment of Charles T. Russell as Director
- ---------------------------------------------
On September 1, 1998, Charles T. Russell, age 68, became a member of the
Company's Board of Directors. Mr. Russell retired as Chief Executive Officer and
President of VISA International in 1994. He held those positions for the prior
ten years. Mr. Russell joined VISA (then National BankAmericard, Inc.) in 1971
as vice president for operations. He also served as senior vice president,
executive vice president and Chief Operating Officer of VISA USA. Mr. Russell
has 26 years of experience in the credit card and electronic commerce industry.
Mr. Russell currently serves as a director on the Boards of two publicly traded
companies, First Data Corp. and Cybercash, Inc. Mr. Russell holds a bachelor's
degree in business administration, cum laude, from the University of Pittsburgh,
and a graduate banking degree from the Stonier Graduate School of Banking at
Rutgers University.
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
U.S. Wireless Data, Inc.
------------------------
(Registrant)
September 9, 1998 By /s/ Robert E. Robichaud
----------------- ----------------------------
(Date) (Signature)
Robert E. Robichaud
Secretary and Chief Financial Officer
-6-
