<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
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U. S. Wireless Data, Inc.
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(Name of Issuer)
Common Stock, no par value
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(Title of Class of Securities)
912 899 101
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(CUSIP Number)
Joseph P. Wynne
Commonwealth Associates, L.P.
830 Third Avenue
New York, New York 10022
(212) 829-5839
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 8, 2000
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(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(e), 13d-1(f) or 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 for other parties
to whom copies are to be sent.
(Page 1 of 13)
---------------------
*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 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> 2
SCHEDULE 13D
<TABLE>
<CAPTION>
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CUSIP NO. 912 899 101 PAGE 2 OF 13 PAGES
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<S> <C>
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COMVEST CAPITAL PARTNERS LLC (13-4068973)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(c) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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NUMBER OF 7 SOLE VOTING POWER
SHARES --------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 12,954,563
--------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH --------------------------------------------------------------
1 SHARED DISPOSITIVE POWER
0
12,954,563
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,954,563
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.2%
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14 TYPE OF REPORTING PERSON*
OO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT*
<PAGE> 3
SCHEDULE 13D
<TABLE>
<CAPTION>
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CUSIP NO. 912 899 101 PAGE 3 OF 13 PAGES
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<S> <C>
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COMMONWEALTH ASSOCIATES, L.P. (13-3467952)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(c) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF 7 SOLE VOTING POWER
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 5,523,818
----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH ----------------------------------------------------------------
1 SHARED DISPOSITIVE POWER
0
5,523,818
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,523,818
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
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14 TYPE OF REPORTING PERSON*
PN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT*
<PAGE> 4
SCHEDULE 13D
<TABLE>
<CAPTION>
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CUSIP NO. 912 899 101 PAGE 4 OF 13 PAGES
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<S> <C>
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
COMMONWEALTH ASSOCIATES MANAGEMENT CORP. (13-3468747)
-------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
-------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
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5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(c) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
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NUMBER OF 7 SOLE VOTING POWER
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
5,523,818
OWNED BY EACH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
REPORTING
-------------------------------------------------------------
PERSON WITH
1 SHARED DISPOSITIVE POWER
0
5,523,818
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,523,818
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.7%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT*
<PAGE> 5
SCHEDULE 13D
<TABLE>
<CAPTION>
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CUSIP NO. 912 899 101 PAGE 5 OF 13 PAGES
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<S> <C>
1 NAME OF REPORTING PERSON
SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MICHAEL S. FALK
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX OF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(c) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 2,810,985
------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 18,478,381
------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 2,810,985
------------------------------------------------------------
1 SHARED DISPOSITIVE POWER
0
18,478,381
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,289,366
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.1%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT*
<PAGE> 6
Page 6 of 13 pages
Item 1. Security and Issuer.
This statement relates to the common stock, no par value ("Common Stock")
of U. S. Wireless Data, Inc. (the "Issuer"). The address of the Issuer's
principal executive office is 805 Third Avenue, 8th Floor, New York, New York
10022.
Item 2. Identity and Background.
This statement is filed jointly by ComVest Capital Partners LLC
("ComVest"), a limited liability company organized under the laws of Delaware
whose principal business is investing in securities, Commonwealth Associates,
L.P. ("Commonwealth"), a limited partnership organized under the laws of New
York, whose principal business is venture capital and merchant banking,
Commonwealth Associates Management Corp. ("CAMC"), a corporation organized under
the laws of New York and the corporate general partner of Commonwealth and
Michael S. Falk ("Falk"). ComVest, Commonwealth, CAMC and Falk are the
"Reporting Persons."
Robert Priddy ("Priddy"), Keith Rosenbloom ("Rosenbloom") and Basil
Ascuitto ("Ascuitto") are directors, and Falk is Chairman, of CAMC. Mr. Falk is
also the principal stockholder of CAMC. The sole officer of CAMC is Joseph
Wynne, Chief Financial Officer. The managers of ComVest are Falk, Priddy, and
Rosenbloom.
All of the individuals identified in this Item 2 are United States
citizens. The business address for all of the Reporting Persons and other
individuals identified in this Item 2, other than the Priddy is 830 Third
Avenue, New York, New York 10022. The business address for Priddy is RMC
Capital, LLC, 1640 Powers Ferry, Suite 125, Marietta, Georgia 30067.
During the last five years, none of the individuals or entities
identified in this Item 2 has been convicted in a criminal proceeding (excluding
traffic violations and 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 of finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
ComVest made bridge loans to the Issuer in the aggregate amount of
$1,375,000 (which bridge loans were repaid in full on March 18, 2000). In
connection with this financing, the Issuer granted ComVest seven-year warrants
(the "Bridge Warrant") to purchase an aggregate of 13,636,363 shares of Common
Stock at an exercise price of $.01 per share. $50,000 of ComVest's interest in
such bridge loan (including a corresponding portion of the Bridge Warrants) was
transferred by ComVest to a third party. All of the Bridge Warrants have been
exercised. The bridge loan and the payment of the exercise price for the Bridge
Warrants were funded with the working capital of ComVest.
In a private placement (the "Placement") which closed on May 31, 2000,
the Issuer sold units ("Units") at a price of $100,000 per unit. Each Unit
consisted of 10,000 shares of Series C
<PAGE> 7
Page 7 of 13 Pages
Preferred Stock ("Preferred Stock") and warrants to purchase 16,666 shares of
Common Stock at an exercise price of $1.50 per share (the "Placement Warrants").
Each share of Preferred Stock is convertible into approximately 6.67 shares of
Common Stock, at the holder's option and on the occurrence of specified events.
Commonwealth acted as placement agent to the Issuer in connection with the
Placement pursuant to a Placement Agency Agreement dated February 14, 2000 (the
"Agency Agreement").
As compensation for services rendered to the Issuer in connection with
the Placement, Commonwealth was issued seven-year warrants to purchase Units at
a price of $100,000 per Unit. These warrants were subsequently amended so that
they are now exercisable for the shares of Common Stock underlying such Units at
a price of $1.50 per share of Common Stock (as so amended, the "Agents
Warrants"). Certain of the Agents Warrants were distributed by Commonwealth to
certain of its employees, including Falk, Rosenbloom, Asciutto and Wynne.
Commonwealth disclaims beneficial ownership of the Agents Warrants it
distributed to other persons, including the Reporting Persons.
Falk (together with an IRA of Falk), Priddy, Ascuitto and Wynne were
investors in the Placement in respective amounts of $300,000, $1,500,000,
$15,000 and $10,000. The source of the funds for the purchases by Falk, Priddy,
Ascuitto and Wynne were their respective personal funds.
Item 4. Purpose of Transaction.
The Agents Warrants were acquired as compensation for services rendered
to the Issuer, solely for investment purposes and not for the purpose of
acquiring control of the Issuer. The Units (including the Preferred Stock and
Placement Warrants) and Bridge Warrants were acquired to make a profitable
investment and not for the purpose of acquiring control of the Issuer.
Pursuant to the Agency Agreement, the Issuer agreed that upon the initial
closing of the Placement, its board of directors would consist of seven
directors, which would include two directors designated by Commonwealth and two
directors designated by the investors in the Placement as a class, which class
includes Falk, Priddy, Ascuitto and Wynne. To enforce these provisions of the
Agency Agreement, the directors and officers of the Issuer have granted
Commonwealth a proxy to vote their shares of Common Stock for the election of
the directors designated by Commonwealth and the investors in the Placement. In
accordance with the Agency Agreement, on March 29, 2000, four new directors, one
of which was Falk, were appointed to the Issuer's Board of Directors.
Other than as set forth above, the Reporting Persons have no present
plans or proposals which relate to, or could result in, any of the matters
referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D. The
Reporting Persons may, at any time and from time to time, renew or reconsider
their position and formulate plans or proposals with respect thereto, but have
no present intention of doing so.
<PAGE> 8
Page 8 of 13 pages
Item 5. Interest in Securities of the Issuer.
(a) ComVest is the beneficial owner of an aggregate of 12,954,563 shares
of Common Stock, representing approximately 34.2% of the issued and outstanding
shares of Common Stock of the Issuer.
Commonwealth may be deemed to be the beneficial owner of an aggregate of
5,523,818 shares of Common Stock, representing approximately 12.7% of the issued
and outstanding shares of Common Stock of the Issuer, which are issuable upon
exercise of the Agents Warrants owned by Commonwealth.
CAMC, as the general partner of Commonwealth, may be deemed to
beneficially own the 5,523,818 shares of Common Stock, representing
approximately 12.7% of the issued and outstanding shares of Common Stock of the
Issuer, beneficially owned by Commonwealth.
Falk may be deemed to be the beneficial owner of an aggregate of
21,289,366 shares of Common Stock, representing approximately 46.1% of the
issued and outstanding shares of Common Stock of the Issuer. In addition to the
5,523,818 and 12,954,563 shares beneficially owned respectively by Commonwealth
and ComVest, which Falk may be deemed to beneficially own, Falk may be deemed to
beneficially own an additional 2,810,985 shares of Common Stock, representing
the right to acquire (i) 200,000 shares of Common Stock issuable upon the
conversion of Preferred Stock, (ii) 50,000 shares of Common Stock issuable upon
exercise of Placement Warrants, and (iii) 2,560,984 shares of Common Stock
issuable upon exercise of the Agents Warrants (distributed to him by
Commonwealth).
Priddy may be deemed to be the beneficial owner of 1,250,000 shares of
Common Stock, representing approximately 3.2% of the issued and outstanding
shares of Common Stock of the Issuer, which represents the right to acquire (i)
1,000,000 such shares of Common Stock issuable upon conversion of Preferred
Stock and (ii) 250,000 shares of Common Stock issuable upon exercise of the
Placement Warrants.
Rosenbloom may be deemed to be the beneficial owner of 297,407 shares of
Common Stock, representing less than one percent of the issued and outstanding
shares of Common Stock of the Issuer, which represents the right to acquire such
shares of Common Stock upon the exercise of the Agents Warrants (distributed to
him by Commonwealth).
Ascuitto may be deemed to be the beneficial owner of 57,968 shares of
Common Stock, representing less than one percent of the issued and outstanding
shares of Common Stock of the Issuer, which represents the right to acquire (i)
45,468 shares of Common Stock which are issuable upon the exercise of the Agents
Warrants (distributed to him by Commonwealth), (ii) 10,000 shares of Common
Stock issuable upon conversion of Preferred Stock and (ii) 2,500 shares of
Common Stock issuable upon exercise of the Placement Warrants.
<PAGE> 9
Page 9 of 13 Pages
Joseph Wynne may be deemed to be the beneficial owner of 66,661 shares of
Common Stock, representing less than one percent of the issued and outstanding
shares of Common Stock of the Issuer, which represents the right to acquire (i)
58,328 shares of Common Stock which are issuable upon the exercise of the Agents
Warrants (distributed to him by Commonwealth), (ii) 10,000 shares of Common
Stock issuable upon conversion of Preferred Stock and (ii) 6,667 shares of
Common Stock issuable upon exercise of the Placement Warrants.
(b) Number of shares as to which each such person has:
(1) Sole power to vote or to direct the vote, and sole power to dispose or
direct the disposition of:
<TABLE>
<CAPTION>
Name Number of Shares
---- ----------------
<S> <C>
Michael S. Falk 2,810,985 shares
Robert Priddy 1,250,000 shares
Keith Rosenbloom 297,407 shares
Basil Ascuitto 57,968 shares
Joseph Wynne 66,661 shares
</TABLE>
(2) Shared power to vote or to direct the vote, and shared power to dispose or
direct the disposition of:
(i) ComVest and Falk may be deemed to share such voting and disposition
powers with respect to the 12,954,563 shares of Common Stock beneficially held
by ComVest.
(ii) Commonwealth, CAMC and Mr. Falk may be deemed to share such voting
and disposition powers with respect to the 5,523,818 shares of Common Stock
beneficially held by Commonwealth.
(c) 5,034,563 shares of Common Stock were acquired by ComVest on
September 14, 2000 upon exercise of the remaining Bridge Warrants. In addition,
all of the convertible securities covered by this Statement on Schedule 13D
could not have been converted into shares of Common Stock prior to September 8,
2000 because prior to such time, the Issuer did not have a sufficient number of
shares of Common Stock authorized to permit such conversion.
(d) Not applicable.
(e) Not applicable.
<PAGE> 10
Page 10 of 13 pages
Item 6. Contracts Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Each investor who purchased securities in the Placement, including Falk,
Priddy, Rosenbloom and Ascuitto, agreed not to sell, transfer or otherwise
dispose of such securities or the Common Stock issuable upon conversion or
exercise of such securities, for one year (the "Initial Lock-Up Period")
following the initial closing of the Placement, and thereafter not to sell,
transfer or otherwise dispose of more than 25% of such securities on a
cumulative basis during each subsequent 90-day period thereafter (together with
the Initial Lock-Up Period, the "Lock-Up Period"), in each case, without the
prior written consent of Commonwealth. Furthermore, such investors agreed that
if the Issuer undertakes a public offering during the Initial Lock-Up Period,
they will not sell, transfer or otherwise dispose of the securities for such
period of time after completion of such offering, not to exceed six months, as
Commonwealth may request, in which event the Lock-Up Period would terminate at
the end of such period.
In addition, as described more fully in Item 4 above, Commonwealth and
the Issuer entered into the Agency Agreement, which requires certain persons to
be elected to the Issuer's board of directors.
Item 7. Material to be Filed as Exhibits.
(i) Joint Filing Agreement, as required by Rule 13d-1 under the
Securities Exchange Act of 1934.
<PAGE> 11
Page 11 of 13 pages
SIGNATURE
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: September 15, 2000 ComVest Capital Partners LLC
By: /s/ Michael S. Falk
--------------------------
Name: Michael S. Falk
Title: Manager
Dated: September 15, 2000 Commonwealth Associates, L.P.
By: Commonwealth Associates
Management Corp., its general
partner
By: /s/ Joseph P. Wynne
--------------------------
Name: Joseph P. Wynne
Title: Chief Financial Officer
Dated: September 15, 2000 Commonwealth Associates Management Corp.
By: /s/ Joseph P. Wynne
--------------------------
Name: Joseph P. Wynne
Title: Chief Financial Officer
Dated: September 15, 2000 /s/ Michael S. Falk
-------------------------
Michael S. Falk
<PAGE> 12
Page 12 of 13 pages
EXHIBIT INDEX
1. Joint Filing Agreement
