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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. 7)*
U.S. WIRELESS DATA, INC.
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(Name of Issuer)
No Par Value Class A Common Stock
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(Title of Class of Securities)
912 899 101
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(CUSIP Number)
John M. Liviakis, 495 Miller Ave., Mill Valley, CA 94941, (415) 389-4670
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 30, 1999
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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(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).
(continued on following pages)
(Page 1 of 7 Pages)
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CUSIP No. 912 899 101 SCHEDULE 13D Page 2 of 7 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Liviakis Financial Communications, Inc. 68-0311399
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(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(b) [ ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
OO, WC
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) Citizenship or Place of Organization
California
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(7) Sole Voting Power
Number of 498,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by -0-
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 498,000
--------------------------------------------------------
(10) Shared Dispositive Power
-0-
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
498,000
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ X ]
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(13) Percent of Class Represented by Amount in Row (11)
2.9%
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(14) Type of Reporting Person*
CO
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*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
CUSIP No. 912 899 101 SCHEDULE 13D Page 3 of 7 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
John M. Liviakis
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(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(b) [ ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
PF, OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) Citizenship or Place of Organization
United States
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(7) Sole Voting Power
Number of 3,911,000
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 498,000
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With 3,911,000
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(10) Shared Dispositive Power
498,000
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
4,409,000
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(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
25.4%
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(14) Type of Reporting Person*
IN
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*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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CUSIP No. 912 899 101 SCHEDULE 13D Page 4 of 7 Pages
--------------------- -------- --------
(1) Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Renee A. Liviakis
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(2) Check the Appropriate Box if a Member of a Group* (a) [ X ]
(b) [ ]
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(3) SEC Use Only
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(4) SOURCE OF FUNDS*
OO
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(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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(6) Citizenship or Place of Organization
United States
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(7) Sole Voting Power
Number of -0-
Shares --------------------------------------------------------
Beneficially (8) Shared Voting Power
Owned by 498,000
Each --------------------------------------------------------
Reporting (9) Sole Dispositive Power
Person With -0-
--------------------------------------------------------
(10) Shared Dispositive Power
498,000
--------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
498,000
---------------------------------------------------------------------
(12) Check Box if Aggregate Amount in Row (11) Excludes Certain
Shares* [ X ]
---------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
2.9%
---------------------------------------------------------------------
(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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Page 5 of 7
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 issued an aggregate of 300,000 shares of the Corporation's Common Stock.
Seventy-five percent of the shares so issued, or 225,000 shares, have been
issued to LFC. Under the Consulting Agreement, LFC agreed 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 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"). On May 12, 1998,
JML exercised all 1,200,000 Warrants and thereby purchased 1,200,000 shares of
Common Stock. Copies of the JML Subscription Agreement and the certificate
representing Warrants are filed as Exhibits 2 and 4 to the Schedule 13D,
respectively.
By letter dated October 20, 1997 from JML and another individual to the
Corporation (the "October 20 Letter"), JML agreed to certain modifications in
the terms of the Warrants and the JML Subscription Agreement, which resulted in
a postponement of the date on which the Warrants were first exercisable to
February 6, 1998. A copy of the October 20 Letter is filed as Exhibit 6 to the
Schedule 13D.
On July 16, 1998, the Corporation and LFC completed the execution and
delivery of a second Consulting Agreement dated and effective as of June 30,
1998 (the "Extended Consulting Agreement"). Pursuant to the Extended Consulting
Agreement, the Corporation on September 8, 1998, delivered an aggregate of
290,000 shares of the Corporation's Common Stock. Seventy-five percent of such
shares, or 217,500, were issued to LFC. Under the Extended Consulting Agreement,
LFC undertakes to continue performance of certain investor communications,
financial and investor public relations, and related services for the
Corporation through March 15, 1999. A copy of the Extended Consulting Agreement
is filed as Exhibit 7 to Schedule 13D.
In September and December 1998, JML purchased 30,000 and 56,000 shares
of Common Stock, respectively, in open market transactions. In December 1998 and
January 1999, LFC purchased 40,500 and 15,000 shares of Common Stock,
respectively, in open market transactions.
On May 17, 1999, JML transferred 443,077 shares of Common Stock
pursuant to an undertaking to transfer a portion of his holdings of Common Stock
to an
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Page 6 of 7
investment banking firm if that firm successfully completed a financing for the
Corporation. On December 30, 1999, the Corporation issued 443,077 shares of
Common Stock to JML to reimburse him for the transfer he made in the interests
of the Corporation.
This Amendment No. 7 to Schedule 13D reports 3,911,000 shares of the
Corporation's Common Stock owned by JML and 498,000 shares of the Corporation's
Common Stock owned by LFC.
The 442,500 shares of Common Stock which LFC has received pursuant to
the Consulting Agreement and the Extended Consulting Agreement have been issued
by the Corporation to LFC in consideration of services rendered by LFC. 55,500
shares of Common Stock owned by LFC were purchased by LFC in open market
transactions at an aggregate cost of $160,093. The source of funds used in
purchasing such securities was LFC's working capital.
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 1,200,000 Warrants
were exercised for an aggregate exercise price of Twelve Thousand Dollars
($12,000) to purchase 1,200,000 shares of Common Stock. 86,000 shares of Common
Stock owned by JML were purchased by JML in open market transactions at an
aggregate cost of $285,017. The source of funds used in purchasing such
securities was JML's personal funds. 443,077 shares of Common Stock were
disposed of by JML without receipt of monetary consideration and then were
replaced by the Corporation with payment of monetary consideration.
5. INTEREST IN SECURITIES OF THE ISSUER.
JML has the sole power to direct the vote or disposition of the
3,911,000 shares of Common Stock of the Corporation owned by JML. LFC has the
sole power to direct the vote or disposition of the 498,000 shares of Common
Stock of the Corporation owned by LFC. LFC's power to direct the vote or
disposition of shares will be exercised through its officers and directors. LFC
disclaims any beneficial interest in any shares of Common Stock owned by JML.
The 3,911,000 shares of Common Stock that JML owns, and as to which JML
has the sole power to direct the vote or disposition, represent approximately
22.6% of that class of securities. The 498,000 shares of Common Stock that LFC
owns, and as to which LFC has the sole power to direct the vote or disposition,
represent approximately 2.9% of that class of securities. The 4,409,000 shares
of Common Stock which JML and LFC in the aggregate own, and as to which JML has
the sole or shared power to direct the vote or disposition, represent
approximately 25.4% of that class of securities. In each case, the calculation
of the percentage of the class of Common Stock is based on the 17,330,783 shares
of Common Stock which the Corporation
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Page 7 of 7
reported were outstanding on March 31, 1999 in its Quarterly Report on Form
10-QSB for the quarter ended March 31, 1999.
During the past sixty days, LFC, JML and RAL have not engaged in any
transactions in Common Stock, except for JML's acquisition of 443,077 shares of
Common Stock discussed in Item 3.
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: January 7, 2000 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
