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 28, 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
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(Former Address, if changed since last report)
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Item 5: Other Events
On March 29, 2000, U.S. Wireless Data, Inc. issued a press release
announcing a closing of a private placement and the appointment of four
additional directors to the Company's Board of Directors. A copy of the press
release is attached hereto as Exhibit 99.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99. Press Release dated as of March 29, 2000.
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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 30, 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 (R) INC.
Delivering The New Standard Wireless Express
In Transaction Processing Payment Service
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U.S. WIRELESS DATA, INC. ANNOUNCES ADDITIONAL $12.8 MILLION EQUITY
FINANCING; APPOINTS NEW BOARD MEMBERS
New York, NY - March 29, 2000 - U.S. Wireless Data, Inc. (OTCBB: USWDA)
announced today that it has closed on an additional $12.8 million in gross
proceeds from its previously announced private offering of securities to
accredited investors, bringing total gross proceeds to approximately $50
million. The Company also announced that it has appointed four new Directors to
the Board, effective today, raising the number of Board Members to seven.
As previously disclosed, the equity 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 an exercise price of
$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.
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.
The Company's four new Directors to the Board are:
Barry A. Kaplan, CFA is a Managing Director at Goldman, Sachs & Co. Mr. Kaplan
co- heads the U.S. Communications, Media and Entertainment efforts of the firm's
Investment Research Department, and covers the wireless communications and cable
television industries. Prior to joining Goldman, Sachs in 1986, Mr. Kaplan was
an analyst with Bear, Stearns & Co. and A.G. Becker Inc. and has also worked in
the broadcast industry. Mr. Kaplan is a graduate of Brandeis University and is a
member of the Board of Overseers of the University's Graduate School of
International Economics and Finance. He received his MBA from the Wharton School
of the University of Pennsylvania.
Edwin M. Cooperman is Chairman of the Board of Tutor Time Learning Systems, Inc.
a privately held company engaged in pre-school education and childcare. He is
also a principal of T.C. Solutions, a privately held investment and financial
services consulting firm. Previously, Mr. Cooperman was Chairman of the
Travelers Bank Group and Executive Vice President, Travelers Group, where his
responsibilities included expanding the Travelers Bank Group's credit card
portfolios. Prior to joining Travelers Group, Mr. Cooperman had a distinguished
career at American Express, where he ultimately became Chairman and co-Chief
Executive of Travel Related Services, North America. His responsibilities
included the American Express Card, American Express Travel Services, American
Express Corporate Card, card member investments, insurance, and lending products
and services. After earning a J.D. from Ohio State University Law School and an
L.L.M. degree from NYU School of Law, Mr. Cooperman went on to become an
associate professor at the U.S. Military Academy at West Point.
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Amy L. Newmark, CFA is a private investor in the technology, Internet and
telecommunications fields. Until 1997, Ms. Newmark was Executive Vice President
Strategic Planning at Winstar Communications, Inc., a telecommunications,
Internet, and media company. Before joining Winstar Communications, Ms. Newmark
was a general partner of Information Age Partners, a hedge fund investing
primarily in technology and emerging growth companies. Prior to that she was a
securities analyst specializing in telecommunications and technology companies.
Ms. Newmark is a director of Cereus Technology Partners, Inc., QueryObject
Systems Corp., and iQO.com. Ms. Newmark graduated magna cum laude from Harvard
College.
Michael S. Falk is the co-founder and Chief Executive Officer of Commonwealth
Associates, L.P., a New York-based merchant bank founded in 1988 that
specializes in early- stage investments in Internet, technology and
telecommunications businesses. Mr. Falk has served as an officer of Commonwealth
since 1988 and as its Chief Executive Officer since 1995. Mr. Falk is a director
of FutureLink Corporation, an Application Service Provider (ASP), Intelispan,
Inc. a managed network services provider, and EB2B Commerce, Inc.
In addition to these new members, the Board of Directors also includes Dean M.
Leavitt, the Company's CEO, Alvin C. Rice, and Chester N. Winter.
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 WEPS equipment 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.
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.
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
[email protected]
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