SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
March 17, 2000
U.S. Wireless Data, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Colorado 0-22848 84-1178691
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
805 Third Avenue, 8th Floor
New York, NY 10022
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(Address of principal executive offices)
Registrant's Telephone Number, including
area code (212) 750-7766
2200 Powell Street, Suite 800
Emeryville, CA 94608
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(Former Address, if changed since last report)
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Item 5: Other Events
On March 20, 2000, U.S. Wireless Data, Inc. issued a press release
announcing a closing of a private placement. A copy of the press release is
attached hereto as Exhibit 99.
In a separate matter, in March 2000, the Company's principal executive
offices moved from California to New York.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99. Press Release dated as of March 20, 2000.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: March 24, 2000
U.S. WIRELESS DATA, INC.
By: /s/ Dean M. Leavitt
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Dean M. Leavitt
Chief Executive Officer
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U.S. WIRELESS DATA, INC. ANNOUNCES $37.8 EQUITY FINANCING
New York, NY - March 20, 2000 - U.S. Wireless Data, Inc. (OTC Bulletin Board:
USWDA) announced today that it has received $37.8 million of gross proceeds from
a previously reported private offering of its securities to accredited
investors. The financing involved the issuance of shares of Series C Convertible
Preferred Stock which are convertible into common stock at a conversion price of
$1.50 per share, and warrants to purchase a number of shares of common stock
equal to 25% of the number of shares into which the Series C Convertible
Preferred Stock is convertible at $1.50 per share. Investors in the private
offering have agreed to a one-year lock-up subject to an extension for an
additional six months under certain circumstances.
Dean M. Leavitt, the Company's CEO, stated, "This financing alleviates the
severe capital constraints under which the Company has been operating and
enables us to aggressively roll-out our wireless point-of-sale solutions."
The securities referred to above have not been registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
U.S. Wireless Data, Inc. has developed and is marketing its proprietary
technology that brings together three large, rapidly growing industries -
transaction processing, wireless data transport and the Internet - to enable
wireless payment processing. The Company's Wireless Express Payment Service
("WEPS") provides a gateway between all of the parties within a wireless
point-of-sale ("POS") transaction. This enables businesses that require mobility
(i.e., not tethered to a telephone line) and/or faster transaction speed to
accept wireless point-of-sale payments. Examples include transportation
services, delivery services, and fast food restaurants, among others. By
providing a seamless interface between a merchant's POS terminals, wireless
carriers and card processors, credit, debit and other card transactions can be
processed almost as fast as cash, without the cost and inconvenience of being
tethered to a telephone line. In addition, WEPS' Internet-based tools offer
on-line, real-time transaction monitoring, remote diagnostics and automated
terminal activation.
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Forward-Looking Statements: Except for historical information contained herein,
this news release contains forward-looking statements that involve risk and
uncertainties. While the management of the Company believes that current
expectations reflect reasonable assumptions, actual results could vary
materially depending on risks and uncertainties including, but not limited to:
success of the Company's new business plan; market acceptance of the Company's
products; the Company's requirement for additional capital; , the failure to
execute definitive agreement with potential strategic alliance partners;
technological change; system capacity constraints or system failures; the
ability of the Company to develop new distribution channels; or competition. The
Company assumes no obligation to update this information. The reports filed by
the Company pursuant to United States securities laws contain a detailed
discussion of these factors and certain other risks to which the Company is
subject. Management of the Company advises the reader to review these reports
(which are available from the United States Securities and Exchange Commission's
EDGAR database at http://www.sec.gov and at various other reference facilities
in the United States).
Company Contact: Investor Relations Contact:
Dean M. Leavitt Lippert/Heilshorn & Associates, Inc.
Chairman and CEO John Nesbett/William Walkowiak, CFA
(212) 750-7766 (212) 838-3777
www.uswirelessdata.com
