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Previous: MORGAN STANLEY DEAN WITTER & CO, 424B3, 2000-11-06 |
Next: U S WIRELESS DATA INC, 8-K, EX-2.1, 2000-11-06 |
U.S. Wireless Data, Inc. (the Company) has entered into an agreement (the Agreement) to acquire substantially all of the assets, subject to certain liabilities, of CellGate Technologies LLC, a Delaware limited liability company (CellGate). CellGate is the leading manufacturer of integrated wireless IP (Internet Protocol) modem adapters and a provider of wireless IP services for transaction processing. The modem adapters offer a cost-efficient means for merchants to convert their credit card terminals from landline to wireless data transmission and the contemplated acquisition is designed to accelerate the Companys expansion into the fixed wireless market. The assets to be acquired include an exclusive (except as to AT&T Wireless and its affiliates) license to the AT&T Wireless technology that makes the conversion from landline to wireless transaction possible for traditional dial-up point of sale terminals and other dial-up devices.
The acquisition will be made for One Million Dollars ($1,000,000) and Five Hundred Sixty-Two Thousand Five Hundred (562,500) shares of the Companys Common Stock. The Company has agreed, subject to certain conditions, to pay additional consideration to CellGate, if the average Closing Price (as defined in the Agreement) of the Companys Common Stock for the Twenty (20) consecutive trading days ending with the trading day immediately preceding the one-year anniversary of the closing date is less than $16.00 per share as adjusted for any stock splits, stock dividends or similar events. Such additional consideration shall be an amount equal to: (i) the number of the shares which have not previously been sold or transferred, subject to certain exceptions, multiplied by (ii) the amount, if any, not to exceed $10.00, by which such average Closing Price (as defined in the Agreement) is less than $16.00. No less than 50% of such amount shall be paid in cash, and the balance shall be paid, at the Companys option, in cash or shares of Common Stock having a value, based on such average Closing Price provided that such average Closing Price for such purposes shall not be less than $6.00 per share, the option, prior to the anniversary of the closing. The Company is not required to pay the additional consideration as to any shares remaining with CellGate and its members if, (i) for a period of at least Twenty (20) consecutive trading days the average price of the Common Stock is $16.00 per share, (ii) the average weekly trading volume for such period is at least 140,000 shares, and (iii) the shares issued to CellGate are registered for resale under the Securities Act of 1933 and are free of the lock-up (as described in Section 2.02 of the Agreement), to purchase all or a portion of the remaining shares at a price of $32.00 per share, payable in cash. Consummation of the acquisition is subject to certain conditions, including receipt of certain third party consents.
(c) Exhibits
2.1 Asset Purchase Agreement, dated October 30, 2000, by and between U.S. Wireless Data, Inc. and CellGate Technologies, LLC. |
99.1 Press Release dated as of October 31, 2000. |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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)
Dated
November 2, 2000
By: /s/ Dean M. Leavitt
Name:
Dean M. Leavitt
Title:
Chairman & Chief Executive Officer
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