SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 7, 2000
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U.S. WIRELESS DATA, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-24742 84-1178691
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State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation Number) Identification No.)
750 Lexington Avenue
New York, New York 10022
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(Address of principal executive
offices including zip code)
(212) 750-7766
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(Registrant's telephone number,
including area code)
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(Former name or former address, if changed since last report)
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Item 5: Other Events
The following proposals more fully described in our definitive Proxy
Statement dated August 7, 2000, were approved by our shareholders at our meeting
of shareholders held on September 7, 2000: (1) re-election of our entire Board
of Directors, (2) approval of our change of domicile from Colorado to Delaware,
(3) approval of an amendment to our charter to authorize the issuance of up to
225,000,000 shares of which, 200,000,000 shall be Common Stock, no par value per
share, and 25,000,000 shall be Preferred Stock, no par value per share, (4)
approval of a one-for-four reverse stock split of our Common Stock, (5) approval
of our new stock option plan and (6) ratification of M.R. Weiser & Co. LLP as
our accountants for the fiscal year ended June 30, 2000.
The reverse split and the change of our domicile from Colorado to Delaware
will probably not become effective until late September or early October so as
to avoid confusion in connection with our Annual Report on Form 10-KSB for the
fiscal year ended June 30, 2000, which is to be filed in late September.
When the reverse stock split is finalized, a press release will be made
and stockholders will receive a notice advising them as to the procedure, if
they so desire, for exchanging their pre-split stock certificates for post-split
stock certificates. There is no requirement that any such exchange be effected
and following the effectiveness of the reverse split, the transfer agent will
treat any pre-split stock certificate presented for transfer as if it
represented the post-split number of shares of Common Stock.
Also effective September 7, 2000, unit purchase warrants to purchase units
consisting of (a) Series C Convertible Preferred Stock and (b) additional
warrants to purchase Common Stock at $1.50 per share were amended so that such
warrants are now exercisable, at $1.50 per share, solely for the total number of
shares of Common Stock into which the underlying Series C Convertible Preferred
Stock and warrants would have been convertible and exercisable. The modified
warrants are held by Commonwealth Associates and Peter J. Solomon Securities
Company Limited. The change simplifies our capital structure, but does not
change the aggregate number of shares of Common Stock which the holders would
have received upon exercise in full of the unit purchase warrants and conversion
and exercise in full of the underlying securities. The change also does not
affect the aggregate purchase price which such holders would have paid for the
underlying Common Stock.
Item 7. Financial Statements, Pro forma Financial Information and Exhibits.
(c) Exhibits
4.1 Form of Warrant Amendment Agreement, dated as of September 7, 2000, by
and between U.S. Wireless Data, Inc. and unit purchase warrant holders.
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SIGNATURES
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: September 15, 2000 By: /s/ Dean M. Leavitt
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Dean M. Leavitt
Chairman & Chief Executive Officer
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