As filed with the Securities and Exchange Commission on June 27, 1997
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of each class Proposed Proposed Amount of
of securities Amount to be maximum maximum registration
to be registered Registered offering price aggregate fee
per Share (1) Offering price(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 1,278,000 $4.31 5,508,180 $1,899.22
$.01 par value
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, 1,800,000 $4.31 7,758,000 $2,674.95
$.01 par value(2)
- ------------------------------------------------------------------------------------------------------------------------------------
Totals........... 13,266,180 $4,574.18
====================================================================================================================================
</TABLE>
(1) Total estimated solely for the purpose of determining the
registration fee, based on the closing price ($4.31) reported by a market
maker on June 24, 1997.
(2) Shares of Common Stock issuable upon the exercise of currently
exercisable options.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
-ii-
<PAGE>
CROSS REFERENCE SHEET
<TABLE>
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<S> <C>
Item in Form S-3 Prospectus Caption
1. Forepart of the Registration Cover Page and Cover Page of Registration
Statement and Outside Front Statement
Cover Page of Prospectus
2. Inside Front and Outside Continued Front Page
Back Cover Pages of
Prospectus
3. Summary Information, Risk Prospectus Summary, Risk Factors
Factors and Ratio of Earnings
to Fixed Charges
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Plan of Distribution, Cover Page, Risk
Price Factors
6. Dilution Risk Factors
7. Selling Security-Holders Selling Stockholders
8. Plan of Distribution Cover Page, Plan of Distribution
9. Description of Securities Incorporation of Certain Documents by
to be Registered Reference
10. Interests of Named Experts Legal Opinions, Experts
and Counsel
11. Material Changes Prospectus Summary
12. Incorporation of Certain Incorporation of Certain Documents by
Information by Reference Reference
13. Disclosure of Commission Position Item 15. Indemnification of
on Securities Act Liabilities Officers and Directors
</TABLE>
-iii-
<PAGE>
Subject to Completion Dated June 27, 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 June ___, 1997.
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<PAGE>
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;
2. The Company's Quarterly Report on Form 10-QSB for the quarter ended
December 31, 1996; and
3. The Company's Report on Form 8-K dated November 20, 1996; and
4. The Company's Report on Form 8-K dated November 4, 1996; and
5. The Company's Quarterly Report on Form 10-QSB/A for the quarter ended
September 30, 1996; and
6. The Company's Quarterly Report on Form 10-QSB/A for the quarter ended
June 30, 1996; and;
7. The Company's Report on Form 8-K dated July 11, 1996; and
8. A description of the Company's securities is contained in the Company's
registration statement on Form 8-A filed October 27, 1994.
9. 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.
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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.
5
<PAGE>
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 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. In July 1996, the Company 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.
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
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<PAGE>
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.
8
<PAGE>
The Offering
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<CAPTION>
<S> <C>
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
</TABLE>
(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.
11
<PAGE>
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.
3. Rapid Technological Change. 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
13
<PAGE>
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.
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 additional patents in the future. Dr. Hilsenrath
and all employees of the Company have agreed to assign any and all rights, title
and interest to patentable products produced by the Company. 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.
14
<PAGE>
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. 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 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
indemnificationenification 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 5,478,758 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 378,758 shares have been held for more than one year, 2,850,000, 751,880
and 1,498,120, will have been held for one year on July 31, 1997, September 6,
1997 and January
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20, 1998, respectively. 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."
12. Possible Future Dilution. The Company has authorized capital stock
of 40,000,000 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.
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) total assets of at least
$2,000,000, (ii) total stockholders' equity of $1,000,000, (iii) a minimum bid
price of $1.00, (iv) one market maker, (v) 300 stockholders, (vi) at least
100,000 shares in the public float and (vii) a minimum market value for the
public float of $200,000. 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.
<PAGE>
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.
SELLING STOCKHOLDERS
The following table sets forth certain information at June 25, 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>
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 (4) 200,000 0 0
827 Montgomery Street
Brooklyn, NY 11213
Burntwood Limited 40,000 (4) 40,000 0 0
c\o Matheson Trust Company
1 Wesley Street
St. Helier, Jersey JE4 8UD
Surfways Limited 80,000 (4) 80,000 0 0
c\o Matheson Trust Company
1 Wesley Street
St. Helier, Jersey JE4 8UD
Saffray Limited 20,000 (4) 30,000 0 0
c\o Matheson Trust Company
1 Wesley Street
St. Helier, Jersey JE4 8UD
Enderlea Limited 260,000 (4) 260,000 0 0
c\o Matheson Trust Company
1 Wesley Street
St. Helier, Jersey JE4 8UD
Ryburn Limited 1,000,000(5) 1,000,000 0 0
c\o Matheson Trust Company
1 Wesley Street
St. Helier, Jersey JE4 8UD
Crossgar Limited 200,000 (5) 200,000 0 0
c\o Matheson Trust Company
1 Wesley Street
St. Helier, Jersey JE4 8UD
Aida Holdings Limited 200,000 200,000 0 0
c\o Matheson Trust Company
1 Wesley Street
St. Helier, Jersey JE4 8UD
</TABLE>
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<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>
Onvoy Holdings Limited 100,000 100,000 0 0
c\o Matheson Trust Company
1 Wesley Street
St. Helier, Jersey JE4 8UD
Biskara Limited 128,000 (6) 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 option granted pursuant to Dr. Hilsenrath's employment agreement.
(3) Includes 350,000 shares and 500,000 shares underlying options which are
presently vested and exercisable.
(4) Reflects shares purchased in the Company's July 1996 Private Placement.
(5) Reflects shares underlying options which are vested and presently
exercisable.
(6) Reflects 28,000 shares and 100,000 shares underlying options which are
vested and presently exercisable.
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 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
21
<PAGE>
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 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, 1996 and 1995 included in Form 10-KSB for the Company's fiscal year
ended March 31, 1997, incorporated by reference in this Prospectus, have been
audited by Haskell & White, CPA's, 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.
22
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission a
Registration Statement on Form S-32 under the Securities Act of 1933, as amended
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.
24
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
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)
(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 exhibits are hereby filed with the Commission with the
Company's Registration Statement on Form S-3, dated June 27, 1997.
<TABLE>
<CAPTION>
<S> <C>
5.0 - Opinion of David S. Klarman, Esq.
23(a) - Consent of Haskell & White, CPA's
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.
II-2
<PAGE>
(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.
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 25th day of June, 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 06/25/97
Dr. Oliver Hilsenrath President and director Date
\s\ Regina Gindin Director 06/25/97
Regina Gindin Date
\s\ David Tamir Director 06/25/97
David Tamir Date
</TABLE>
II-4
<PAGE>
Exhibit 5.0
Opinion of David S. Klarman, Esq.
<PAGE>
U.S. WIRELESS CORPORATION
2496 Bishop Drive, Suite 213
San Ramon, CA 94583
June 25, 1997
Securities and Exchange Commission
Washington DC 20549
Re: U.S. Wireless Corporation
Registration Statement on Form S-3
File No. 333-
Ladies and Gentlemen:
As counsel to U.S. Wireless Corporation (the "Registrant") with respect
to the above Registration Statement on Form S-3 relating to the registration of
up to an aggregate 3,078,000 shares of Common Stock to be sold by certain
Selling Stockholders, of which 1,800,000 shares are issuable upon the exercise
of options granted to certain Selling Stockholders, I have examined the
Certificate of Incorporation and By-Laws of the Registrant, as amended through
the date hereof, and such other materials as I deemed pertinent. It is my
opinion that:
The 1,250,000 shares of Common Stock and the 1,800,000 shares of Common
Stock, when issued and paid for in accordance with the terms of the option
agreements, are and will be, respectively, legally issued, fully paid and
non-assessable.
I consent to the use of this opinion as an exhibit to said Registration
Statement on From S-3, and further consent to the use of our name wherever
appearing in said Registration Statement, including the Prospectus constituting
a part thereof, and in any amendment thereto.
Very truly yours,
David S. Klarman, Esq.
1
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Exhibit 23(a)
Consent of Haskell & White, CPA's
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this 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, appearing in the Annual Report on Form 10-KSB 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
Certified Public Accountants
June 26, 1997
1
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