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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. _____)*
U.S. Wireless Data, Inc.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
912 899 101
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(CUSIP Number)
U.S. Wireless Data, Inc.
750 Lexington Avenue
New York, New York 10022
Attention: Dean M. Leavitt, Chairman and Chief Executive Officer
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 7, 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 that 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 ss. 240.13d-7(b) 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
================================================== 13D
CUSIP NO.
==================================================
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dean M. Leavitt
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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
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
SHARES
BENEFICIALLY 9,446,971 shares of Common Stock of which
OWNED BY 8,634,971 represent shares underlying
EACH warrants or convertible securities.
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
None
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9 SOLE DISPOSITIVE POWER
9,446,971 shares of Common Stock of which
8,634,971 represent shares underlying
warrants or convertible securities.
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10 SHARED DISPOSITIVE POWER
None
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,446,971 shares of Common Stock of which 8,634,971 represent
shares underlying warrants or convertible securities.
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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)
As of the date of the filing of this report, the 9,446,971 shares
of Common Stock constituted beneficial ownership of 23% of the
Common Stock of the Issuer (based upon the number of outstanding
shares set forth in the Issuer's Definitive Proxy Statement on
Schedule 14A filed on August 8, 2000).
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14 TYPE OF REPORTING PERSON
IN
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Page 2 of 7 pages
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Item 1. Security and Issuer
This statement on Schedule 13D relates to the common stock, without par
value (the "Common Stock"), of U.S. Wireless Data, Inc., a Colorado corporation
(the "Company"). The principal executive offices of the Company are located at
750 Lexington Avenue, New York, New York 10022.
Item 2. Identity and Background
Dean M. Leavitt became the Chief Executive Officer and Chairman of the
Board of the Company on May 3, 1999. Mr. Leavitt works at the Company's
principal executive offices located at 750 Lexington Avenue, New York, New York
10022. Mr. Leavitt has not, during the last five years, been convicted in any
criminal proceeding nor has he been a party to any civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
he was or is subject to any judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to federal or
state securities laws or finding any violation with respect to such laws. Mr.
Leavitt is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The Company has an employment agreement (the "Employment Agreement")
with Dean M. Leavitt to act as the Company's Chief Executive Officer and
Chairman of the Board. The Employment Agreement became effective as of May 3,
1999 and has a term of two years, subject to automatic renewal for one-year
terms if not terminated by either party at least one month prior to the end of
each term. In connection with such employment, the Company (in addition to his
base salary) issued warrants to Mr. Leavitt to purchase up to 5,375,000 shares
of the Common Stock. Half of the warrants, or 2,687,500, are exercisable at
$.875 per share, the exercise price being the estimated fair market value of the
underlying stock on May 3, 1999, the date of the grant, and vest 10% upon grant
with the balance vesting over the following six months. The second half of the
warrants, or 2,687,500, had an original exercise price of $3.00 per share and
vest 50% one year following the grant date with the remaining balance vesting
over the following six months. As a condition to completing the private
placement which closed on May 31, 2000 (the "Private Placement"), the Company
agreed to reduce the exercise price of the 2,687,500 warrants to $1.465, the
market price of the Common Stock on January 4, 2000.
In connection with the Company's engagement of Commonwealth Associates,
LP ("Commonwealth") as placement agent in the Private Placement, Mr. Leavitt
lent $125,000 to the Company in addition to $1,250,000 lent to the Company by
Com Vest Capital Management, LLC (the "Bridge Financing"). The loans were
secured by substantially all of the Company's assets pursuant to general
security agreements and bore interest at a rate of 8% per annum. The notes were
due on the earlier of (x) the date a change of control (as defined in the note)
occurs, (y) the date the Company concludes a debt or equity financing in which
the Company receives at least $5,000,000 of gross proceeds, or (z) December 30,
2000. The notes were repaid on March 18, 2000. In the Private Placement, Mr.
Leavitt purchased 2.5 units which included 25,000 shares of Series C Convertible
Preferred Stock which are convertible into 166,667 shares of Common Stock and
Page 3 of 7 pages
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warrants, expiring on March 18, 2007, which are exercisable at $1.50 per share
for 41,667 shares of Common Stock.
In connection with the Bridge Financing, the Company issued to Mr.
Leavitt warrants, expiring December 30, 2006, to purchase 1,363,637 shares,
respectively, of Common Stock at an exercise price of $.01 per share. These
warrants are fully exercisable at any time. On March 10, 2000, Mr. Leavitt
exercised warrants with respect to 792,000 shares.
Mr. Leavitt was previously granted 2,500,000 options which became
immediately exercisable on September 7, 2000 upon approval of the Company's 2000
Stock Option Plan by the Company's stockholders at the Annual Meeting of
Shareholders on September 7, 2000. Also, on September 7, 2000, the Series C
Convertible Preferred Stock and warrants referred to above, became convertible
and exercisable as a result of the approval by the Company's stockholders of an
amendment to the Company's charter increasing the authorized Common Stock.
Item 4. Purpose of Transaction
Mr. Leavitt has acquired the securities mentioned herein for investment
purposes only.
Except for actions in the ordinary course from time to time in his
capacity as a director and officer of the Company, Mr. Leavitt does not have any
plan or proposal which relates to, or would result in, any of the matters
referred to in paragraphs (a) through (j) of Item 4 of the General Instructions
for Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) As of the date hereof, Mr. Leavitt's beneficial ownership of 9,446,971
shares of Common Stock constituted beneficial ownership of 23% of the
total number of shares of outstanding Common Stock of the Issuer (based
upon the number of outstanding shares of Common Stock set forth in the
Issuer's Definitive Proxy Statement filed on Form 14A on August 8,
2000). Such shares include 792,000 shares of Common Stock, warrants to
purchase 5,988,304 shares of Common Stock, options to purchase
2,500,000 shares of Common Stock and Series C Preferred Stock
convertible into 166,667 shares of Common Stock.
(b) Mr. Leavitt has the sole power to vote or to direct the vote of, and
sole power to dispose or direct the disposition of, the 9,446,971
shares of Common Stock.
(c) During the past sixty days, Mr. Leavitt has not effected any
transactions in shares of Common Stock.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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In connection with the Private Placement, Mr. Leavitt entered into a
lock-up agreement whereby he agreed not to sell, transfer or otherwise dispose
of any of the Company's securities sold in the above-mentioned offering for one
year following the closing (the "Initial Lock-Up Period"). Thereafter, Mr.
Page 4 of 7 pages
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Leavitt agreed not to sell transfer or dispose of more than 25% of such
securities during each of the following four 90-day periods; provided, however,
the Initial Lock-Up Period may, at the discretion of Commonwealth Associates
(the placement agent), be extended for up to an additional six months from the
closing of any public offering which is consummated prior to the end of the
Initial Lock-Up Period, in which event there shall be no further lock-up at the
end of such period. Mr. Leavitt has certain registration rights as to the shares
of Common Stock beneficially owned by him.
The terms of the warrants, options and Bridge Financing are described
in Item 3. The Series C Convertible Preferred Stock has a liquidation preference
of $10 per share, plus accrued and unpaid dividends. The holders of Series C
Convertible Preferred Stock are entitled to vote their shares of Series C
Convertible Preferred Stock on an as-converted basis with the holders of Common
Stock as a single class on all matters submitted to a vote of the shareholders,
except as otherwise required by applicable law and except that the holders of
Series C Convertible Preferred Stock voting separately as a class have the right
to elect two directors to the Company's board of directors.
Each share of Series C Convertible Preferred Stock is convertible at
any time into a number of shares of Common Stock determined by dividing the
liquidation value by the conversion price, initially $1.50 per share, which is
subject to adjustment for stock splits, recapitalizations and other similar
events. If the Company issues shares of Common Stock at a price per share less
than the then current conversion price, then, subject to certain exceptions, the
conversion price will be automatically reduced to such lower price and the
number of shares issuable upon conversion of the Series C Convertible Preferred
Stock shall be increased proportionately. The Series C Convertible Preferred
automatically converts into Common Stock (a) if, at any time commencing three
months after June 17, 2000, the average closing bid price of the Company's
Common Stock exceeds 300% of the conversion price for 20 consecutive trading
days or (b) upon a public offering of the Company's securities that raises gross
proceeds in excess of $30,000,000.
The terms of the Series C Convertible Preferred Stock may be amended,
modified or waived by an agreement among the Company, Commonwealth Associates
and a committee designated by Commonwealth Associates whose members hold in the
aggregate not less than 20% of the outstanding Series C Convertible Preferred
Stock.
The Employment Agreement provides that all warrants held by Mr. Leavitt
immediately prior to termination of employment within six months of a "change of
control" (as defined in the Employment Agreement) or upon termination by the
Company without "cause" or by Mr. Leavitt for "good reason" become immediately
vested and exercisable.
The Employment Agreement also provides that in the event the Company
offers any shares of its Common Stock, or any rights, options, or warrants to
subscribe for or purchase Common Stock (or securities convertible into or
exchangeable for Common Stock), as part of a financing of the Company (and not
pursuant to an acquisition, merger, incentive or compensatory arrangement
approved by the Board), Mr. Leavitt shall be entitled to subscribe for such
Common Stock, or any rights, options, or warrants to subscribe for or purchase
Common Stock (or securities convertible or exchangeable for Common Stock), at
such price as shall be so offered in proportion to the holdings Mr. Leavitt
would have had if his warrant had been exercised immediately prior to the
offerings in relationship to all of the issued and outstanding equity securities
of the Company.
Page 5 of 7 pages
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Item 7. Material to be Filed as Exhibits
(i) Form of warrant (incorporated by reference from the Company's
report on Form 8K/A filed on April 24, 2000).
(ii) Form of subscription agreement (incorporated by reference from the
Company's report on Form 8K/A filed on April 24, 2000).
(iii) Certificate of Amendment to Articles of Incorporation filed March
10, 2000 (including Certificate of Correction filed March 16, 2000)
(incorporated by reference from the Company's report on Form 8K/A filed on April
24, 2000).
(iv) Form of warrant agreement (incorporated by reference from the
Company's report on Form 8K filed on January 12, 2000).
(v) Form of 8% Senior Secured Promissory Note (incorporated by
reference from the Company's report on Form 8K filed on January 12, 2000).
(vi) Form of general security agreement (incorporated by reference from
the Company's report on Form 8K filed on January 12, 2000).
(vii) The Company's 2000 Stock Option Plan (incorporated by reference
from the Company's Definitive Proxy Statement on Form 14A filed on August 8,
2000).
Page 6 of 7 pages
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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.
Date: September 17, 2000
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Dean M. Leavitt
