As filed with the Securities and Exchange Commission on ^September 17, 1997
Registration No. 333-30709
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
U.S. Wireless Corporation
(Exact name of Registrant as specified in Charter)
Delaware 5945 13-3704059
(State of (Primary standard industrial I.R.S. employer
Incorporation) classification code) identification No.
2694 Bishop Drive
San Ramon, California 94583
(Address and telephone number of Principal Offices)
Dr. Oliver Hilsenrath, Chief Executive Officer
2694 Bishop Drive
San Ramon, California 94583
(510) 830-8801
(Name, Address and Telephone Number of Agent for Service)
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box: [
]
If any of the securities being registered on this Form S-3 are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration number of the earlier effective registration
statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, please check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]
If delivery of a prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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Subject to Completion Dated ^September 17, 1997
PROSPECTUS 3,078,000 SHARES
U.S. Wireless Corporation
COMMON STOCK
This Prospectus covers the sale of up to 3,078,000 shares (the
"Shares") of common stock, par value $.01 per share (the "Common Stock"), of
which 1,800,000 shares are issuable upon the exercise of stock options. Of the
shares offered, 600,000 shares were issued in the Company's private placement
in July 1996 (the "Private Placement") 350,000 shares were issued pursuant to
the acquisition of Labyrinth Communications Technologies, Inc. ("Labyrinth"),
to the Company's Chief Executive Officer in July 1996 and 300,000 are owned by
certain stockholders. The options have been issued to certain consultants to
the Company, in connection with the acquisitions of Labyrinth and Mantra
Technologies, Inc., the Company's and Labyrinth's Private Placement offerings
in July 1996 and pursuant to consulting agreements entered into for future
business development. The stock option exercise prices range from $2.00 to
$2.50 per share. The holders of the shares of Common Stock and options are
sometimes referred to herein as the "Selling Stockholders". The shares may be
sold from time to time in negotiated transactions, at fixed prices which may
be changed, and at market prices prevailing at the time of sale, or a
combination thereof. The Company will not receive any of the proceeds from the
sale of any securities sold by the Selling Stockholders. See "Plan of
Distribution."
The Company's Common Stock is quoted on the Nasdaq SmallCap Stock
Market ("Nasdaq") under the symbols "USWC". Quotation on Nasdaq does not imply
that there is a meaningful sustained market for the Common Stock, or that if
one is developed, that it will be sustained for any period of time. In the
absence of a listing on Nasdaq, the Common Stock will be available for trading
in the over-the-counter market on the OTC Bulletin Board. See "Market For
Common Equity."
THE SECURITIES INVOLVE A HIGH DEGREE OF RISK.
SEE "RISK FACTORS."
THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is^September__, 1997.
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The Selling Stockholders will be required to represent that they have
knowledge of Rule 10b-6 and 10b-7 promulgated under the Exchange Act of 1934, as
amended (the "Exchange Act"), which proscribe certain manipulative and deceptive
practices in connection with a distribution of securities.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act and, in accordance therewith, files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy and
information statements and other information filed by the Company with the
Commission pursuant to the informational requirements of the Exchange Act may be
inspected and copies at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of such
material may be obtained from the public reference section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, heretofore filed by the Company with the
Commission pursuant to the Exchange Act, are hereby incorporated by reference,
except as superseded or modified herein:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
March 31, 1997; and
2. The Company's Annual Report on Form 10-KSB/A-1 for the fiscal year ended
March 31, 1997; and
3. The Company's Annual Report on Form 10-KSB/A-2 for the fiscal year ended
March 31, 1997; and
4. The Company's Quarterly Report on Form 10-QSB for the quarter ended June
30, 1997; and
5. The Company's Quarterly Report on Form 10-QSB/A-1 for the quarter ended
June 30, 1997; and
6. The Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31,
1996; and
7. The Company's Report on Form 8-K dated November 20, 1996; and
8. The Company's Report on Form 8-K dated November 4, 1996; and
9. The Company's Quarterly Report on Form 10-QSB/A for the quarter ended
September 30,
1996; and
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10. The Company's Report on Form 8-K dated July 11, 1996; and
11. A description of the Company's securities is contained in the Company's
registration statement on Form 8-A filed October 27, 1994.
12. All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, since the end of the fiscal year covered by the
Annual Report referred to in (1) above, are incorporated herein by reference.
Each document filed subsequent to the date of this Prospectus pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination
of the offering shall be deemed to be incorporated by reference in this
Prospectus and shall be a part hereof from the date of filing of such document.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any document described above (other than exhibits). Requests
for such copies should be directed to U.S. Wireless Corporation, 2694 Bishop
Drive, San Ramon, California 94583, telephone (510) 830-8801.
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PROSPECTUS SUMMARY
The following summary is intended to set forth certain pertinent facts and
highlights from material contained in the body of this Prospectus. The summary
is qualified in its entirety by the detailed information and financial
statements appearing elsewhere in this Prospectus and the Company's Annual
Report on Form 10-KSB, as amended, for the fiscal year ended March 31, 1997. All
references to outstanding shares of Common Stock and per share data gives effect
to the 1-for-4 reverse stock split in April 1996.
U.S. Wireless Corporation ("the Company") is a Delaware corporation
organized in February 1993 as a holding company to acquire a majority interest
in a retail toy change, Play Co. Toys & Entertainment Corp. ("Playco").
Historically, through August 15, 1996 (at which time the Company spun-off as a
dividend to its stockholders its ownership of Playco), the Company's results
from operations and financial condition have related primarily to those of
Playco. In July 1996, the Company changed its business focus and acquired 51% of
the outstanding shares of common stock of each of Mantra Technologies, Inc.
("Mantra") and Labyrinth Communication Technologies Group, Inc. ("Labyrinth"),
both Delaware corporations formed in July and June 1996, respectively, by Dr.
Oliver Hilsenrath. Unless the context requires, all references to the "Company"
include Labyrinth and Mantra.
Labyrinth commenced the development of an infrastructure product, the
RadioCamera, for the cellular base station in July 1996. The RadioCamera is
designed to provide value added services and features for cellular networks,
which include caller location finding and tracking, autonomous network
management, and caller location based improved trunking efficiency to increase
capacity.
In June 1996, the Federal Communications Commission adopted a Report and
Order establishing certain performance goals and timetables requiring wireless
service providers to be able to identify each caller's phone number and physical
location for the purpose of providing emergency services. This initiative,
requiring service providers to obtain location finding capabilities for 911
emergency services, has caused a number of companies to dedicate research
funding to solving the problem of developing a location technology. As the
industry attempts to solve this problem, the industry is contemplating
additional uses for location finding technology, as a means to increase revenues
by offering additional value added services to the wireless communications
industry.
The Company is currently in the process of completing the research,
development, and initial testing of the RadioCamera prototype in preparation for
its roll out scheduled for fiscal 1998. To this end the Company is (i)
completing the design, construction, and testing of a second prototype of the
RadioCamera, which prototype will be used as a platform for mass production of
the commercial units; (ii) preparing the RadioCamera for testing in active base
station and independent sites; (iii) engaging in marketing and developing
relationships and strategic alliances with companies in the wireless industry
for the anticipated roll out of the RadioCamera and the formation of an
operating company to offer geo-location services; and (iv) developing a plan for
manufacturing the RadioCamera in anticipation of its roll out.
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Mantra is a software development company dedicated to the enhancement of
human computer interaction. In July 1996, it began the development of a
self-driven research tool ("the Research Tool") designed to access various
databases to locate and collect information based on a user interest profile.
The Research Tool engages in a self-driven daily process of creating and
updating a user interest profile, which process is performed by analyzing the
data on a user's system. The user profile is submitted to an index server search
engine which searches the various databases the user requests, and the
information gathered by the tool is then filtered for relevant materials.
Finally, the relevant information and all ancillary documents are downloaded
into the system to be categorized and clustered into a useable format for the
user.
The first version of this product is currently being developed and
tested for use as an Internet research tool. It studies the data stored on the
user's computer, determines the user's current areas of interest, and searches
for information which may be of value to the user on any indexed database (LAN,
local drives, Intranets, Internet, and paid information services which are
supported by the user), and retrieves and presents this information to the user
in a conveniently organized HTML document.
The Company's executive offices are located in its distribution center at
2694 Bishop Drive, San Ramon, California 94583. The Company's telephone number
is (510) 830-8801.
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The Offering
Common Stock Outstanding 7,325,245 Shares
Prior to the Offering
Common Stock To Be 9,125,245 Shares
Outstanding After the
Offering (1)
Risk Factors
This offering involves a high degree of risk. See "Risk
Factors."
Use of Proceeds (2)
All of the proceeds of this Offering will be paid to
the respective Selling Stockholders and none of the proceeds
will be received by the Company. The net proceeds from the
exercise of any options will be used by the Company for
working capital. All the expenses of this Offering will be
paid by the Company. See "Use of Proceeds."
NASDAQ Symbols (3) Common Stock - USWC
(1) Includes 1,800,000 shares of Common Stock issuable upon the exercise of
options which are vested and exercisable and in which the shares underlying same
are being registered for resales by the Selling Stockholders. Does not include
an aggregate of 841,500 shares of Common Stock issuable upon the exercise of
option, some of which are vested and exercisable, but of which none of the
shares underlying said option have been registered for resale herein.
(2) The Company will receive the proceeds from the exercise of any of the
options held by the Selling Stockholders. See "Use of Proceeds."
(3) Quotation on Nasdaq does not imply that there is a meaningful market
for the Company's securities or that if a market is developed, that it will be
sustained for any period of time. In the absence of a listing on Nasdaq, the
Company's securities will be available for trading on the OTC Bulletin Board.
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RISK FACTORS
An investment in the securities offered hereby are speculative and
involve a high degree of risk. In addition to the other information contained in
this Prospectus, the following factors should be carefully considered before
purchasing the securities offered by this Prospectus. The purchase of the
securities offered hereby should not be considered by anyone who cannot afford
the risk of loss of their entire investment. Statements contained in this
registrations statement which are not historical facts may be considered forward
looking information with respect to plans, projections, or future performance of
the Company as defined under the Private Securities Litigation Reform Act of
1995. These forward looking statements are subject to risks and uncertainties
which could cause actual results to differ materially from those projected.
1. No Significant Operating History; Limited Operations and
Revenues. The Company is a holding company with two 51% owned subsidiaries,
Labyrinth and Mantra. Labyrinth and Mantra were formed in June 1996 and July
1996, respectively, which companies are in their development stage, with their
activities to date consisting of their formation, obtaining financing, research
and development and testing, with no revenues or commercial product line. The
Company's operations are subject to all of the risks inherent in the
establishment and development of a business enterprise, including the absence of
a substantial operating history. The likelihood of the success of the Company
must be considered in light of the problems, expenses, difficulties,
complications and delays frequently encountered in connection with a developing
and expanding stage business and the competitive and unexplored environment in
which the Company anticipates operating. There can be no assurances that any of
the Company's product lines will be profitably produced and marketed, or that
the Company will be able to attract and retain the management and skilled
employees needed. Further, there can be no assurances that the Company's
management will be able to successfully implement its business plan.
2. Development of Business; Need for Additional Financing. The
Company's operating results will be adversely affected if its timetable for the
development, marketing and manufacturing of its products is unable to meet the
Company's costs of operations. The primary initial expense of the Company during
its development stage is the salaries of its officers, who comprise the
Company's research and development teams. In addition, the Company may need
additional financing in order complete its products development and testing and
for marketing and sales. The Company's limited resources in addition to its
anticipated continued research, development and testing for the next 12 - 18
months, may cause significant strain on the Company's management, technical,
financial and other resources. To manage its development, the Company must
continue to improve and expand its existing resources and management information
systems and must attract, train and motivate qualified technical, management and
general personnel. There can be no assurance, however, that the Company will
successfully be able to achieve these goals. In the event the Company seeks
financing through the issuance of debt securities instead of equity, the Company
may be required to repay such debt at times in which it does not have revenues
and therefore would be required to seek additional funding, if available. In the
event the Company's business plan is delayed or revenues from operations, if
any, are not generated in accordance with its business plan, the Company may not
be able to repay such debt when due, potentially causing a default under any
debt instrument, which could cause a liquidation of some or all of the Company's
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assets.
3. Rapid Technological Change; Uncertainty as to Business Plan. The
wireless communications and informational services industries are subject to
rapid technological change. There are extensive amounts of investments made on
an annual basis for the development of innovative technologies for the increase
in the quality, quantity and capabilities of the wireless communications
industry and information services products. Competition from larger corporations
and startup enterprises are characterized by rapid technological advances,
evolving industry standards and technological obsolescence. There can be no
assurances that the Company will be able to keep pace with the technological
developments in its industries or implement such changes to its products, if and
when such changes are required. Competitors have developed and may develop in
the future, products and/or technologies equal to or better than those marketed
by the Company.
The Company's business plan is based upon the demand in the wireless
communications industry for location finding services, primarily focused on
providing such capabilities in order for the carriers to meet FCC mandate of
being able to locate subscribers for 911 services. Though the Company believes
that its technology shall enable the service providers to meet the FCC's
requirement, there can be no guarantees of this, as the Company is still in the
process of testing and further developing the RadioCamera. In addition, the
Company's business plan anticipates the demand by wireless subscribers for
additional value added services based on location finding, such as 411
informational services. There can be no assurances that any of the Company's
assumptions regarding the industries demands shall be correct, or that in the
event that they are that the Company will be able to provide the industry with
the technology needed. Further, there can be no assurances that the Company's
rollout plans for the RadioCamera will not be delayed or that the FCC will not
changes its requirements or timetables for the industry meeting such
requirements. In addition, there are many competitors in the industry which are
attempting to provide the technology for location finding services, there can be
no assurances that the Company will be able to compete effectively in the
industry. Presently, the Company does not have any orders for or agreements with
respect to the sale of any RadioCameras. See "Business- Outlook" "--Government
Regulations" and "--Competition."
4. Competition. The Company's businesses are highly competitive, with
relatively insignificant barriers to entry and with a number of companies
engaging in the technological development of product lines which may presently
or which may in the future compete with those of the Company. In the event any
of the Company's products are found to be obsolete or not widely used, the
Company may not be able to compete in the markets it anticipates. Further, the
Company cannot offer any assurance that one or more of its competitors will not
develop and market products equal to or better than those which may be marketed
by the Company, nor can the Company assure that other companies will not enter
the marketplace or that other companies will not produce and market products
technologically superior to those of the Company.
5. Protection of Intellectual Property. The Company has filed patent
applications on behalf of Labyrinth and Mantra, and anticipates filing
amendments to such patents and
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additional patents in the future. Dr. Hilsenrath and all employees of the
Company have executed and filed assignments, assigning any and all rights, title
and interest to such patents to the Company. All employees prior to the
commencing of their employment are required to execute non disclosure and
confidentiality agreements, which include representations that all technology
developed during the course of their employment is owned solely by the Company
and that they agree to execute assignments for all patents filed. These patent
applications are currently pending and there can be no assurances that such
patents will be approved. There can be no assurance that any particular aspect
of the Company's technology will not be found to infringe on the products of
other companies or that other companies will not infringe on the patents of the
Company. In the event the Company were to become engaged in litigation either as
a result of a claimed infringement by the Company or as a result of an
infringement of any of the Company's patents by a third party, there can be no
assurance that the Company would be able to fund such litigation or, if funded,
would be successful in any such litigation.
6. Government Regulations. The wireless communications industry is
regulated by the Federal Communications Commission ("FCC"). The FCC regulates
and monitors the use of radio waves which are apportioned to numerous uses for
all frequencies of the spectrum,. In September 1994, the FCC sought comment on a
Notice of Rule making (NPRM Docket 94-102) which proceeding addressed the issue
of 911 emergency services for advanced telecommunications technologies. On June
12, 1996, the FCC adopted a Report & Order which establishes performance goals
and timetables for the identification of a wireless caller's phone number and
physical location. Under phase I of the order, wireless carriers must be able to
identify the telephone numbers of their subscribers and locate subscribers to
the nearest cell by April 1, 1998. Under phase II, wireless carriers must be
able to locate a 911 caller within 125 meters, in 67% of all cases, by October
1, 2001. The RadioCamera is being designed to enable the service providers to
comply with these regulations, though there are no assurances that the
RadioCamera will meet these requirement.
Additionally, the Company is required to comply with a wide range of
other state and local rules and regulations applicable to its business. The
ability to adapt the Company's product lines in order to comply with the current
and anticipated broad federal, state, and local regulatory network is essential
and may be costly. The failure to comply with such regulations may have an
adverse effect on the Company's operations.
7. Dependence on Management; Covenants Not To Compete. The Company is
dependent upon the personal efforts and abilities of Dr. Oliver Hilsenrath, the
Company's President and Chief Executive Officer as well as its team of Executive
Officers. All members of management have agreed to devote all their business
time to the business of the Company. Due to the technical nature of the
Company's research and development, all executive officers of the Company are
required to enter into employment agreements with the Company containing
non-disclosure and non-compete covenants, which restrict the information that
they can disseminate and future employment. Many states, including California,
do not acknowledge certain provisions and types of restrictive covenants against
employees working for competitors. It is therefore possible that a court will
find that the non-competition clauses in any or all the employment agreements
are not enforceable, whereby, employees would be
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able to work for competitors of the Company. All employees of the Company are
required to sign non-disclosure and confidentiality agreement prior to
commencing there employment. Though the Company plans to aggressively protect
its proprietary information, there can be no assurances that the Company will be
able to stop former employees from using knowledge learned from working for the
Company. Such competitors may have greater resources than that of the Company
and better able to engage in a legal action with respect thereto.
8. Technological and Market Uncertainty. The success of the Company's
product lines, if any, shall be contingent on there acceptance in the market
place. Though the Company's may be successful in developing its anticipated
product lines, there can be no assurances that competitors will not produce
products which are either technically superior, price cost effective or that
which may make the Company's products obsolete. The lack of acceptance of the
Company's product lines would have an adverse effect on its operations.
9. Indemnification of Officers and Directors. As permitted under the
Delaware General Corporation Law, the Company's Certificate of Incorporation
provides for the indemnification and elimination of the personal liability of
the directors to the Company or any of its shareholders for damages for breaches
of their fiduciary duty as directors. As a result of the inclusion of such
provision, shareholders may be unable to recover damages against directors for
actions taken by them which constitute negligence or gross negligence or that
are in violation of their fiduciary duties. In addition the Company has provided
indemnification agreements to its outside directors. The inclusion of this
provision in the Company's Certificate of Incorporation and the indemnification
agreements may reduce the likelihood of derivative litigation against directors
and other types of shareholder litigation. See "Management."
10. No Dividends and None Anticipated. The Company has not paid any
dividends nor, because of its present financial status and its contemplated
financial requirements, does it contemplate or anticipate paying any dividends
upon its Common Stock in the foreseeable future. See "Dividend Policy."
11. Shares Available for Resale. There are presently 7,325,245
shares outstanding and upon the consummation of this Offering, the Company will
have, assuming the exercise of options to purchase 1,800,000 shares of Common
Stock, which shares are registered from resale hereunder, 9,125,245 shares of
Common Stock outstanding. Of the 7,325,245 shares outstanding ^5,674,758 shares
are "restricted securities", with the balance freely tradable. Of such shares,
shares held for one year may be sold pursuant Rule 144 under the Act. Of such
shares ^3,980,638 shares have been held for more than one year, ^ and 1,498,120,
will have been held for one year on^ January 20, 1998^. The Company cannot
predict the effect, if any, that market sales of the shares of the Selling
Securityholders or the availability for future sales of shares in accordance
with Rule 144 will have on the market price of the Common Stock prevailing from
time to time. The present prevailing market price and after the market price
after the Offering could be adversely affected by future sales of substantial
amounts of Common Stock. See "Plan of Distribution."
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12. Possible Future Dilution. In October 1996, the Company amended its
certificate of incorporation to increase the number of authorized shares from
10,000,000 to its present level of 40,000,000 authorized shares of Common Stock,
par value $.01 per share. Inasmuch as the Company may use authorized but
unissued shares of Common Stock or securities convertible or exercisable in to
capital stock, without stockholder approval in order to acquire businesses, to
obtain additional financing or for other corporate purposes, there may be
further dilution of the stockholders' interests. The Company has no present
plan, proposal, agreement, understanding or arrangement to acquire or merge with
any specific business or company and that it has not sought or identified any
specific business or company for investigation and evaluation.
13. Possible delisting of Securities from NASDAQ System; Risks of Low
Priced Stocks. The Securities and Exchange Commission has approved rules
imposing more stringent criteria for listing of the Securities on the Nasdaq
SmallCap Stock Market ("Nasdaq"). In order to continue to be listed on Nasdaq,
the Company would be required to maintain (i) net tangible assets of at least
$2,000,000, (ii)^ a minimum bid price of $1.00, ^(iii) two market makers, (iv)
300 stockholders, ^(v) at least 500,000 shares in the public float and (vii) a
minimum market value for the public float of ^$1,000,000. In the event the
Company's Securities are delisted from Nasdaq, trading, if any, in the
Securities would thereafter be conducted in the over-the-counter market on the
OTC Bulletin Board. Consequently, an investor may find it more difficult to
dispose of, or to obtain accurate quotations as to the price of the Company's
Securities. Quotation on Nasdaq does not imply that a meaningful, sustained
market for the Company's Securities will develop or if developed, that it will
be sustained for any period of time.
14. Penny Stock Regulation. Broker-dealer practices in connection with
transactions in "penny stocks" are regulated by certain penny stock rules
adopted by the Securities and Exchange Commission. Penny stocks generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on Nasdaq provided
that current price and volume information with respect to transactions in such
securities is provided by the exchange or system). The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock not otherwise exempt
from the rules, to deliver a standardized risk disclosure document that provides
information about penny stocks and the risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in connection with the transaction, and monthly account statements
showing the market value of each penny stock held in the customer's account. In
addition, the penny stock rules generally require that prior to a transaction in
a penny stock, the broker-dealer must make a special written determination that
the penny stock is a suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction. These disclosure requirements
may have the effect of reducing the level of trading activity in the secondary
market for a stock that becomes subject to the penny stock rules. If the
Company's securities become subject to the penny stock rules, investors in this
Offering may find it more difficult to sell their securities.
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USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby. The proceeds from the exercise of the option
granted to the Selling Stockholders will be used for general working capital and
used primarily to fund corporate growth and expansion. In the event that all
options to purchase the 1,800,000 shares of Common Stock are exercised in full,
the proceeds to the Company is $3,650,000. However, there can be no assurances
that all or any portion of the Option will be exercised. The Company will incur
the expenses of this offering, estimated at $20,000.
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth certain information at ^September 15, 1997
and as adjusted to reflect the sale of the shares of Common Stock by the Selling
Stockholders.
<TABLE>
<CAPTION>
Shares of
Common Stock Shares Percentage of
Name & Address of Owned Prior Shares Owned After Shares Owned
Stockholder to the Offering Offered Offering After Offering (1)
- ----------------- ---------------- -------- ------------ ------------------
<S> <C> <C> <C> <C> <C> <C>
Dr. Oliver Hilsenrath 3,750,000 (2) 850,000 (3) 2,900,000 32.9
c\o U.S. Wireless Corporation
2694 Bishop Drive
San Ramon, CA 94583
Karle Limited 200,000 (5) 200,000 0 0
827 Montgomery Street
Brooklyn, NY 11213
Burntwood Limited (4) 40,000 (5) 40,000 0 0
c\o Matheson Trust Company
1 Wesley Street
St. Helier, Jersey JE4 8UD
Surfways Limited (4) 80,000 (5) 80,000 0 0
c\o Matheson Trust Company
1 Wesley Street
St. Helier, Jersey JE4 8UD
Saffray Limited (4) 20,000 (5) 30,000 0 0
c\o Matheson Trust Company
1 Wesley Street
St. Helier, Jersey JE4 8UD
Enderlea Limited (4) 260,000(5) 260,000 0 0
c\o Matheson Trust Company
1 Wesley Street
St. Helier, Jersey JE4 8UD
Ryburn Limited (6) 1,000,000(6) 1,000,000 0 0
c\o Matheson Trust Company
1 Wesley Street
St. Helier, Jersey JE4 8UD
Crossgar Limited (6) 200,000 (6) 200,000 0 0
c\o Matheson Trust Company
1 Wesley Street
St. Helier, Jersey JE4 8UD
Aida Holdings Limited (4) 200,000 200,000 0 0
c\o Matheson Trust Company
1 Wesley Street
St. Helier, Jersey JE4 8UD
22
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Shares of
Common Stock Shares Percentage of
Name & Address of Owned Prior Shares Owned After Shares Owned
Stockholder to the Offering Offered Offering After Offering (1)
- ----------------- ---------------- -------- ------------ ------------------
Onvoy Holdings Limited (4) 100,000 100,000 0 0
c\o Matheson Trust Company
1 Wesley Street
St. Helier, Jersey JE4 8UD
Biskara Limited (4) 128,000 (7) 128,000 0 0
c\o Matheson Trust Company
1 Wesley Street
St. Helier, Jersey JE4 8UD
- -----------------------
</TABLE>
(1) Does not include an aggregate of 2,641,500 shares issuable upon the
exercise of options some of which are vested and presently exercisable,
including the shares underlying the options of the Selling Stockholders.
(2) Includes 1,500,000 shares of Common Stock issuable upon the exercise of
an options granted pursuant to Dr. Hilsenrath's employment agreement, which
options are exercisable at $2.00 per share.
(3) Includes 350,000 shares and 500,000 shares underlying options which are
presently vested and exercisable.
(4) These companies are foreign corporations, organized under the laws of
the British Virgin Islands, all of which, except for Karle Limited are managed
by the Matheson Trust Company (Jersey) Limited, which company provides the
companies officer and directors. These companies were formed primarily as
investment vehicles. No officer or director of the Company is affiliated with
any of these companies.
(5) Reflects shares purchased in the Company's July 1996 Private Placement.
In July 1996 the Company sold 600,000 shares of Common Stock at a purchase price
of $2.50 per share for aggregate proceeds of $1,500,000. The private placement
was undertake by the Company's officers pursuant to an exemption from the
registration requirements of the Act, pursuant to Section 4(2) and in accordance
with Rule 506 of Regulation D promulgated under the Act, providing for the sale
of securities by an issuer not involving a public offering.
(6) Reflects shares underlying options which are vested and presently
exercisable at $2.00 per share. These consultants entered into 3 year consulting
agreements in July 1996, to render services in introducing the Company to
potential customers and facilitating relationships with such companies,
initiating strategic alliances and joint ventures, as well as providing
investment and business consulting and advisory services to the Corporation,
inclusive of the location, evaluation, structuring and financing of business
activities. The only compensation for the services rendered by the consultants
are the options granted by the Company. No officer or director is affiliated
with either of these companies.
(7) Reflects 28,000 shares and 100,000 shares underlying options which are
vested and presently exercisable at $2.50 per share.
Plan of Distribution for the Securities of the Selling Securityholders
This Prospectus covers the offering of 1,278,000 shares of Common Stock and
1,800,000 shares of Common Stock issuable upon the exercise of Options, owned by
the Selling Stockholders. See "Selling Stockholders." This Prospectus shall be
delivered by said Selling Securityholders upon the sale of any securities by
said holders. The shares of Common Stock and the shares of Common Stock issuable
upon the exercise of such Options, may be sold, from time to time by the Selling
Securityholders. Sales of such securities or even the potential of such sales
24
<PAGE>
at any time may have an adverse effect on the market prices of the
Securities offered hereby. See "Risk Factors."
The sale of the securities by the Selling Securityholders may be
effected from time to time in negotiated transactions, at fixed prices which may
be changed, and at market prices prevailing at the time of sale, or a
combination thereof. The Selling Securityholders may effect such transactions by
selling directly to purchasers or to or through broker-dealers which may act as
agents or principals, including in a block trade transaction in which the broker
or dealer will attempt to sell the securities as agent but may position and
resell a portion of the block as principal to facilitate the transactions or
purchases by a broker or dealer as principal and resale by such broker or dealer
for its own account pursuant to this Prospectus, or in ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the Selling Securityholders may
arrange for other brokers or dealers to participate. Such broker-dealers may
receive compensation in the form of discounts, concessions, or commissions from
the Selling Securityholders and/or the purchasers of the securities, as
applicable, for which such broker-dealers may act as agents or to whom they sell
as principal, or both (which compensation as to a particular broker-dealer might
be in excess of customary commissions). The Selling Securityholders and any
broker-dealers that act in connection with the sale of the shares of Common
Stock and/or by the Selling Securityholders might be deemed to be "underwriters"
within the meaning of Section 2(11) of the Act. In that connection, the Company
has agreed to indemnify the Selling Securityholders and the Selling
Securityholders has agreed to indemnify the Company, against certain civil
liabilities including liabilities under the Act.
At the time a particular offer of its securities is made by or on
behalf of the Selling Securityholders, to the extent required, a prospectus
supplement will be distributed which will set forth the number of shares of
Common Stock being offered and the terms of the offering, including the name or
names of any underwriters, dealers or agents, the purchase price paid by any
underwriter for shares purchased from the Selling Securityholders and any
discounts, commission or concessions allowed or re-allowed or paid to dealers,
and the proposed selling price to the public.
Under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations thereunder, any person engaged in a
distribution of Company's Securities offered by this Prospectus may not
simultaneously engage in market-making activities with respect to such Company
securities during the applicable "cooling off" period (nine days) prior to the
commencement of such distribution. In addition, and without limiting the
foregoing, the Selling Securityholders will be subject to applicable provisions
of the Exchange Act and rules and regulations thereunder, including without
limitation, Rules 10b-6 and 10b-7, in connection with transactions in such
securities, which provisions may limit the timing of purchases and sales of
Company securities by the Selling Securityholders.
Reports to Shareholders
The Company has adopted March 31 as its fiscal year end. The Company will
furnish
25
<PAGE>
annual reports to its shareholders containing audited consolidated financial
statements, together with an opinion by independent certified public
accountants. In addition, the Company may, in its discretion, furnish to
shareholders interim quarterly reports containing unaudited financial
information.
LEGAL OPINIONS
Legal matters relating to Shares of Common Stock offered hereby will be
passed on for the Company by its counsel, David S. Klarman, Esq.
EXPERTS
The consolidated financial statements of the Company for the years
ended March 31, 1997 and 1996 included in Form 10-KSB, as amended, for the
Company's fiscal year ended March 31, 1997, incorporated by reference in this
Prospectus, have been audited by Haskell & White^ LLP, Independent Certified
Public Accountants, to the extent and for the periods set forth in their report
incorporated herein by reference, and are incorporated herein in reliance upon
such report given upon the authority of said firm as experts in auditing and
accounting.
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-3 under the Securities Act of 1933, as amended
(the "Act") with respect to the shares of Common Stock to which this Prospectus
relates. As permitted by the rules and regulations of the Commission, this
Prospectus does not contain all of the information set forth in the Registration
Statement, some of which is incorporated by reference from prior filings of the
Company. For further information with respect to the Company and the shares
offered hereby, reference is made to the Registration Statement and all reports
incorporated herein by reference, including the exhibits thereto, which may be
copied and inspected at the Public Reference Section of the Commission at its
principal office at 450 Fifth Street, N.W., Washington, D.C., 20549.
26
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<CAPTION>
<S> <C>
Registration Fee ................................... $ 4,574.18
Accounting Fees .................................... 4,000.00(1)
Printing Fees ...................................... 10,000.00(1)
Miscellaneous ...................................... 1,425.82(1)
----------
Total .............................................. $ 20,000.00(1)
</TABLE>
(1) Estimated.
Item 15. Indemnification of Directors and Officers.
As permitted under the Delaware Corporation Law, the Company's
Certificate of Incorporation and By-laws provide for indemnification of a
director or officer under certain circumstances against reasonable expenses,
including attorneys fees, actually and necessarily incurred in connection with
the defense of an action brought against him by reason of his being a director
or officer. In addition, the Company's charter documents provide for the
elimination of directors' liability to the Company or its shareholders for
monetary damages except in certain instances of bad faith, intentional
misconduct, a knowing violation of law or illegal personal gain.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Company pursuant to any charter, provision, by-law, contract, arrangement,
statute or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer, or controlling person of the Company in the successful
defense of any such action, suit or proceeding) is asserted by such director,
officer or controlling person of the Company in connection with the securities
being registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-1
<PAGE>
Item 16. Exhibits.
The following exhibit market (*) is hereby filed with the Commission
with the Company's Amendment No.^ 2 to the Registration Statement on Form S-3,
dated ^September 18, 1997. The exhibits no marked have previously been filed
with the initial filing of the Form S-3.
<TABLE>
<CAPTION>
<S> <C>
5.0 - Opinion of David S. Klarman, Esq.
23(a)* - Consent of Haskell & White LLP^
23(b) - Consent of David S. Klarman, Esq. is included in the opinion filed as Exhibit 5.0
</TABLE>
Item 17. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
Post-Effective Amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent Post-Effective
Amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement, including but
not limited to any addition or deletion of a managing Underwriter.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, as amended, each such Post-Effective Amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at the time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of Post-Effective Amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That, for the purpose of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(5) For purposes of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the Company,
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in San Ramon, CA on the ^15th day of September, 1997.
U.S. Wireless Corporation
By: \s\ Dr. Oliver Hilsenrath
Dr. Oliver Hilsenrath
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
\s\ Dr. Oliver Hilsenrath Chief Executive Officer 09/15/97
Dr. Oliver Hilsenrath President and director Date
\s\ Regina Gindin Director 09/15/97
Regina Gindin Date
\s\ David Tamir Director 09/15/97
David Tamir Date
</TABLE>
1
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Exhibit 23(a)
Consent of Haskell & White LLP^
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Amendment No. 2 to
the Registration Statement of U.S. Wireless Corporation and Subsidiaries on Form
S-3 of our report dated May 30, 1997, except for the last sentence of Note 6.a)
which is as of June 16, 1997, and Note 10 which is as of September 12, 1997,
appearing in the Annual Report on Form ^ 10-KSB/A-2 of U.S. Wireless Corporation
and Subsidiaries for the year ended March 31, 1997 and to the reference to us
under the heading "Experts" in the Prospectus, which is part of this
Registration Statement.
HASKELL & WHITE LLP
Certified Public Accountants
Newport Beach, CA
^September 16, 1997
1
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