As filed with the Securities and Exchange Commission on August 28, 1998
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)
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Delaware 5945 13-3704059
(State of (Primary standard industrial I.R.S. employer
Incorporation) classification code) identification No.
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2303 Camino Ramon
San Ramon, California 94583
(Address and telephone number of Principal Offices)
Dr. Oliver Hilsenrath, Chief Executive Officer
2303 Camino Ramon
San Ramon, California 94583
(925) 327-6200
(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
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Title of each class Proposed maximum Proposed maximum aggregate Amount of
of securities Amount to be Registered offering price Offering price(1) registration fee
to be registered per Share (1)
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Common Stock, 3,202,857 $2.0625 $ 6,605,893 $2,278
$.01 par value
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Common Stock, 338,982 $2.0625 $ 699,150 $ 241
$.01 par value(2)
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Common Stock, 110,000 $4.00 $ 440,000 $ 152
$.01 par value(3)
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Common Stock, 110,000 $5.00 $ 550,000 $ 190
$.01 par value(3)
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Totals........... $2,861
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(1) Total estimated solely for the purpose of determining the registration
fee, based on the closing price ($2.0625) reported by a market maker on August
28, 1998.
(2) Shares of Common Stock issuable upon the conversion of shares of the
Company's Series A Preferred Stock, par value $.01 per share, together with such
indeterminate number of shares as may be issuable by reason of the 6% dividend,
which is payable in cash or shares of Series A Preferred Stock. See "Selling
Securityholders."
(3) Represents shares of Common Stock being sold by a certain selling
Securityholder, issuable upon exercise of options, together with such
indeterminate number of securities as may be issuable by reason of anti-dilution
provisions contained therein. See "Selling Securityholders."
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-
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CROSS REFERENCE SHEET
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Item in Form S-3 Prospectus Caption
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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 Securityholders
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
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-iii-
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Subject to Completion Dated August 31, 1998
PROSPECTUS
3,761,839 SHARES
U.S. Wireless Corporation
COMMON STOCK
This Prospectus covers the sale of up to 3,761,839 shares (the "Shares") of
common stock, par value $.01 per share (the "Common Stock"), of which 338,982
shares are issuable upon the conversion of 50,000 shares of the Company's Series
A Preferred Stock (the "Series A Shares") and 220,000 shares are issuable upon
the exercise of options granted to the placement agent of the Company's recent
private placement offering. The shares offered herein have been issued pursuant
to the Company's private offerings, inclusive of the shares sold in the
Company's private offering in June 1998. The Series A Shares carry a 6%
dividend, payable in cash or kind at the Company's option, have no voting rights
and carry a $20 liquidation preference. Each share is convertible into
approximately 6.78 shares of Common Stock, commencing 90 days from issuance. The
dividend is payable on the earlier of conversion or redemption. The Series A
Shares are redeemable by the Company at any time, at a redemption price of
$20.00 per share plus accrued interest, upon the earlier of (i) three years from
issuance and (ii) the closing price for the Common Stock being $8.00 per share,
for any consecutive 30 day period, ending on the date that the Company gives
notice of redemption to the holders. The Company shall give the holders 20 days'
prior notice, during which time the shares of Series A Shares shall be
convertible into shares of Common Stock.
The holders of the shares of Common Stock, Series A Preferred Stock and
options are sometimes referred to herein as the "Selling Securityholders". The
shares of Common Stock 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 Securityholders.
See "Plan of Distribution."
The Company's Common Stock is quoted on the Nasdaq SmallCap Stock Market
("Nasdaq") under the symbol "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.
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 August ___, 1998.
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The Selling Securityholders will be required to represent that they
have knowledge of Regulation M 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. The
Commission maintains a World Wide Web site that contains reports, proxy, and
information statements, and other information regarding registrants, including
the Company, that file electronically with the Commission. The address of the
Commission's site is http://www.sec.gov.
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, 1998; and
2. The Company's Quarterly Report on Form 10-QSB for the quarter ended June
30, 1998; and
3. A description of the Company's securities is contained in the Company's
registration statement on Form 8-A filed October 27, 1994; and
4. 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, Attn: Director
of Corporate Communications, 2303 Camino Ramon, San Ramon, California 94583,
telephone (925) 327-6200.
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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, and should be read in conjunction with,
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, 1998 and quarterly report on Form 10-QSB for the quarter ended
June 30, 1998. Statements contained in this Prospectus which are not historical
facts are forward looking statements as defined under the Private Securities
Litigation Reform Act of 1995. These forward looking statements include
statements with respect to plans, projections or future performance of the
Company and are subject to risks and uncertainties which could cause actual
results to differ materially from those projected.
General
U.S. Wireless Corporation ("US Wireless" or the "Company") designs,
develops and markets wireless network infrastructure products for the emerging
wireless location services marketplace. The Company's RadioCamera and location
fingerprinting technology, is designed to provide "Geolocation," data, or the
ability to pinpoint the geographic location of a mobile telephone subscriber
anywhere within a wireless network. The Company's initial focus is targeted at
the emerging "Enhanced 9-1-1" ("E9-1-1") marketplace, in accordance with a
Federal Communications Commission ("FCC") mandate (requiring the location of
cellular subscriber for emergency services), a subset of the wireless location
services industry. The Company believes that the market for location sensitive
value added services shall mature by the development and implementation of
Geolocation capabilities. Such additional services may include "Enhanced 4-1-1"
information services ("E4-1-1"), geographic sensitive billing, database
management, network management services, asset/vehicle location and tracking and
a variety of other applications.
The Company's products are based upon management's extensive experience
in array processing (antenna radio signal processing) as well as the Company's
proprietary location radio frequency fingerprinting technology ("LRF
technology"). The Company's initial product, the RadioCamera(TM), is designed to
add functionality to wireless networks by providing Geolocation capabilities.
The Company has completed the basic design and development of the
RadioCamera for the analog ("AMPS") standard and has commenced the development
of TDMA and CDMA modifications for the RadioCamera in order to offer Geolocation
data for these standards. In July 1998 the Company received a license from
Qualcomm Incorporated to use its IS-95 CDMA technology for developing
modifications to the RadioCamera for this digital standard. The agreement also
provides for Qualcomm's engineering cooperation and the right to a commercial
license upon the completion of the CDMA RadioCamera. The agreement also enables
Qualcomm to a commercial cross-license of U.S. Wireless' technology for the
integration of a location capability within its CDMA infrastructure products.
Since the initial development of the RadioCamera, the Company has
conducted and continues to conduct extensive lab and outdoor field trials to
refine its performance in various environments, including metropolitan, urban,
suburban and rural. The Company is currently conducting beta trials within the
Western Wireless network in Billings, Montana; the Bell Atlantic Mobile wireless
network in Baltimore, Maryland; and on two Company operated test sites in
Oakland, California. The Company has demonstrated "end to end" functionality,
from the location of the caller, to the delivery of the location information at
the pubic safety access points ("PSAP") in a trial operated in Billings Montana.
The Company has presented multiple live "real-time" trials demonstrating the
Company's wireless caller location and tracking technology in all of its test
sites across the country. These trials demonstrate caller detection and location
processing for multiple calls simultaneously, using multiple sites at each
location, resulting with the location and tracking of all calls on a Company
developed mapping display.
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The Company believes that its Geolocation solution has a distinct
competitive advantage over other location-based technologies for the following
reasons: (i) it adapts to current wireless infrastructure and does not require
alteration to either traditional base station infrastructure or mobile telephone
hand sets; (ii) it requires only one base station site to process the caller's
signal and location; (iii) it provides tracking capabilities and initial
location recognition; (iv) it thrives in metropolitan/urban environments where
direct line of site to base stations is limited or unavailable; and (v) it
sharply surpasses the cost performance and time to market requirements of the
FCC mandate.
The demand for wireless communications services has grown significantly
during the past decade. Today, there are approximately 55 million cellular
telephone users, representing almost 20% of the United States population. With
so many people carrying wireless telephones, emergency calls from wireless
handsets to 9-1-1 have increased dramatically. In 1996, the average daily number
of wireless calls to emergency 9-1-1 totaled approximately 83,000 nationwide. By
the turn of the century, this number is expected to top 130,000 calls per day,
approaching the number of 9-1-1 calls initiated from traditional wireline
networks. PSAPs are reporting an increasing number of challenges that impede
their ability to assist people in emergencies when receiving 9-1-1 calls from
wireless telephones.
1998 Private Placement
In June 1998 the Company consummated a private equity financing,
aggregating in excess of $5 million through Gerard Klauer Mattison & Co., Inc.,
New York, New York, as its placement agent. The Company offered shares of a
series of preferred stock, the Series A Preferred Stock and shares of Common
Stock. The placement agent received a commission of $150,000 and options to
purchase 220,000 shares of Common Stock, one-half at $4.00 per share and the
balance at $5.00 per share. The securities sold in this offering are a part of
the securities registered for resale in this offering.
Labyrinth Consolidation
In March 1998 the Company consummated the merger of Labyrinth
Communication Technologies Group, Inc. ("Labyrinth") with and into the Company,
pursuant to its December 1997 stockholders meeting, at which the stockholders
approved a proposal to acquire the remaining 49% of Labyrinth in exchange for an
aggregate of 4,498,200 shares of the Company's Common Stock. The issuance of the
shares is subject to a vesting schedule, as follows: (i) 20% of the shares
issued vest one year from issuance; (ii) an additional 40% vest upon the
successful completion and operation of the RadioCamera in its first major
market; and (iii) the remaining 40% vest when the Company reaches sales of
$15,000,000. In addition to the above vesting schedule, the prior management of
Labyrinth are subject to an additional vesting schedule, in accordance with
their employment contracts and restricted share agreements, which were
simultaneously amended in accordance with the exchange offer, whereby the shares
underlying (i)-(iii) above vest at the rate of 1/3 each year.
The Company's principal executive offices are located at 2303 Camino
Ramon, San Ramon, California 94583, telephone: (510) 830-8801, facsimile (510)
830-8821. The Company's home page can be located on the World Wide Web at
http://www.uswcorp.com.
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The Offering
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Common Stock Outstanding 13,895,170 Shares
Prior to the Offering (1)
Common Stock To Be 14,115,170 Shares
Outstanding After the
Offering (2)
Risk Factors This offering involves a high degree of risk. See "Risk Factors."
Use of Proceeds All of the proceeds of this offering will be paid to the respective
Selling Securityholders 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
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(1) Includes (i) 338,982 shares of Common Stock issuable upon conversion of
the Series A Preferred Stock and (ii) the 3,714,846 shares of Common Stock
issued, subject to vesting schedules, in accordance with the Labyrinth
consolidation. Does not include (i) shares issuable upon the exercise of options
granted to employees, directors and consultants, subject to various vesting
schedules (ii) 220,000 shares of Common Stock issuable upon the exercise of
options granted to the placement agent of the Company's 1998 Private Placement
or (iii) shares of Common Stock underlying shares of Series A Preferred Stock
issuable in accordance with its dividend . See "Summary -1998 Private Placement"
and "-Labyrinth Consolidation."
(2) Includes (i) 338,982 shares of Common Stock underlying the Series A
Preferred Stock (ii) the 3,714,846 shares of Common Stock, subject to vesting
schedules, in accordance with the Labyrinth consolidation and (iii) 220,000
shares issuable upon the exercise of options granted to the placement agent of
the Company's 1998 Private Placement. Does not included shares issuable upon the
exercise of options granted to employees, directors and consultants, subject to
various vesting schedules. See "Summary - 1998 Private Placement."
(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. Development Stage Company; No Revenues from Operations. The
Company is a development stage company with no revenues from operations. Its
activities to date have consisted of its formation, obtaining financing, and the
research, development and testing of the Company's RadioCamera and location
fingerprinting technology for its anticipated commercial rollout. 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. Emerging Market for Location Technologies: Market Uncertainty.
Presently there is a limited market for location-based technologies within the
wireless industry. With the FCC mandate requiring Geolocation of cellular
subscribers dialing 911, there is the planned emergence of a market for
location-based technologies for wireless systems. There can be no assurances
that the FCC mandate will not be revised or amended, eliminating the necessity
for Geolocation information or that there will develop additional markets for
value added services based upon location-based information. The Company is
therefore developing a product and technology for which there is no clear market
size and no assurances as to when and if one will develop. The success of the
Company's product lines, if any, shall be contingent on their acceptance in the
market place. Though the Company 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.
3. Development of Business; Need for Additional Financing. The Company
has not generated any operating revenues to date and does not anticipate
generating any substantial revenues during the next 12 months, therefore, its
cost of operations must be borne solely from its financing activities. The
Company could require additional capital if the operating timetable for the
development, manufacturing, marketing and sales of its products is unable to
meet the Company's costs of operations. In the event that the emergence of the
market for location-based technologies is delayed, the Company may need to seek
additional funding to continue its operations. The primary expense of the
Company is the salaries of its employees, 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 6-12 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.
<PAGE>
4. 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
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 the
telecommunication industry or implement or change its product lines to meet new
demands within the industry. Competitors may develop products and/or
technologies equal to or better than those marketed by the Company.
5. Competition. The emerging market for location-based technologies is
highly competitive, with many companies engaging in the technological
development of product lines which may presently or which may in the future
compete with those of the Company. The Company believes that the initial
deployment of location systems within the industry will shape the competitive
marketplace and its players. There can be no assurances that the Company will be
successful in entering the marketplace or, if successful, maintain a share
therein. 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.
6. Protection of Intellectual Property. The Company has filed numerous
patent applications and anticipates filing continuations and additional patents
in the future. Dr. Hilsenrath and all employees of the Company have agreed to
and upon the filing of all patents, assign any and all rights, title and
interest to said patents to 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.
7. Government Regulations. The wireless communications industry is
regulated by the Federal Communications Commission ("FCC"). The FCC regulates,
monitors and grants rights to the use of radio waves 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, commencing in April 1998, wireless service providers
must initiate action to comply with Phase I, and develop the ability to provide
callback numbers and cell or sector origination information to any qualified
PSAP within their coverage zone who requests such information. The service
provider must commence providing such information to qualified requesting PSAPs
within six months of the PSAP's request. 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.
<PAGE>
8. 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 and senior management. Due to the technical nature of the Company's
research and development, all executive officers and senior management of the
Company are required to enter into employment agreements with the Company
containing non-disclosure and non-compet 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.
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 officers and directors to the Company or any of its shareholders for damages
for breaches of their fiduciary duty as officers and/or directors. As a result
of the inclusion of such provision, shareholders may be unable to recover
damages against officers and/or 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 officers and directors and recently amended its
by-laws to provide indemnification to the fullest extent of the law. The
inclusion of this provision in the Company's Certificate of Incorporation,
by-laws and the indemnification agreements may reduce the likelihood of
derivative litigation against directors and other types of shareholder
litigation.
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 13,556,188
shares of Common Stock outstanding and 50,000 shares of Series A Preferred
Stock. The Company, assuming the exercise of the options to purchase 220,000
shares of Common Stock and the conversion of the 50,000 shares of Series A
Preferred Stock into 338,982 shares of Common Stock, which shares are registered
from resale hereunder, shall have 14,115,170 shares of Common Stock outstanding.
Of the 13,556,188, approximately 8.5 million shares are "restricted securities",
with the balance freely tradable. Of such shares, 3,714,846 are subject to
vesting in accordance with the Labyrinth consolidation (See "Summary - Labyrinth
Consolidation") and the majority of the balance has been held for more than one
year and therefore may be sold pursuant Rule 144 under the Act. 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 and 1,000,000
shares of Preferred Stock of which 400,000 have been designated as Series A
Preferred Stock and the balance subject to designation of rights and preferences
to be determined by the Company's Board of Directors. Inasmuch as the Company
may use authorized but unissued shares of Common Stock or Preferred 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.
<PAGE>
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 is required to maintain (i) net tangible assets of at least
$2,000,000 or a market capitalization of $35 Million or Net Income of $500,000,
(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 (vi) 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.
15. Year 2000 Problem. The Company does not believe that the impact of
the year 2000 computer issue will have a significant impact on its operations or
financial position. Furthermore, the Company does not believe that it will be
required to significantly modify its internal computer systems or products
currently under development. However, if internal systems do not correctly
recognize date information when the year changes to 2000, there could be adverse
impact on the Company's operations. Furthermore, there can be no assurance that
another entities failure to ensure year 2000 capability would not have an
adverse effect on the Company.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of shares of
Common Stock offered hereby. The proceeds from the exercise of the options
granted to Gerard Klauer Mattison & Co., Inc. will be used for general working
capital and used primarily to fund corporate growth and expansion. In the event
the options to purchase 220,000 shares of Common Stock are exercised in full,
the proceeds to the Company would be $990,000. 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 SECURITYHOLDERS
The following table sets forth certain information at August
28, 1998 and as adjusted to reflect the sale of the shares of Common Stock by
the Selling Securityholders.
<TABLE>
<CAPTION>
Name and Address of Stockholder Shares of Common Shares Offered Shares Owned After Percentage of Shares
Stock Owned Prior Offering Owned After
To the Offering Offering (1)
- ------------------------------------------------------------------------------------------------------------------------------------
Eric T. Singer
<S> <C> <C> <C> <C>
72 Hicks St. 35,000 35,000 -- --
New York, NY 11207
###-##-####
Bill Mattison IRA
3330 Bridge Gate Dr. 58,823 58,823 -- --
Jupiter, FL 33477
###-##-####
- ------------------------------------------------------------------------------------------------------------------------------------
Mattison Family Trust
3350 Bridge Gate Dr. 58,823 58,823 -- --
Jupiter, FL 33477
11-6441299
- ------------------------------------------------------------------------------------------------------------------------------------
Sterling Capital LLC
350 Park Ave., 14th flr. 47,058 47,058 -- --
New York, NY 10022
Tax Id. 83-0312967
- ------------------------------------------------------------------------------------------------------------------------------------
Needham Capital
350 Park Ave., 14th flr. 11,764 11,764 -- --
New York, NY 10022
Tax Id. 04-3247754
- ------------------------------------------------------------------------------------------------------------------------------------
Alan Edelson
720 Alsace Circle 11,764 11,764 -- --
Buffalo Grove, IL 60089
###-##-####`
- ------------------------------------------------------------------------------------------------------------------------------------
Penrush Ltd.
c\o Sterling Capital LLC 23,529 23,529 -- --
350 Park Ave., 14th flr.
New York, NY 10022 U.K.
- ------------------------------------------------------------------------------------------------------------------------------------
Birdie Capital Corporation
47 Valley Lane West 23,529 23,529 -- --
North Woodmere, NY 11581
- ------------------------------------------------------------------------------------------------------------------------------------
Alpine Spectrum Investors LLC
1285 Ave of the Americas 169,491 (2) 169,491 -- --
New York, New York
<PAGE>
- ------------------------------------------------------------------------------------------------------------------------------------
Hyperion Global Science & Technology Fund
c\o The Exchange Tower 90,000 90,000 -- --
130 King Street, W. Suite 2200
Toronto, Ontario M5X 1B1 Canada
- ------------------------------------------------------------------------------------------------------------------------------------
CIBC Global Technology Fund
c\o The Exchange Tower 380,000 90,000 -- --
130 King Street, W. Suite 2200
Toronto, Ontario M5X 1B1 Canada
- ------------------------------------------------------------------------------------------------------------------------------------
P.R. Zaykowski & Co., L.P
169 Warren Street 23,529 23,529 -- --
Brooklyn, NY 11201
- ------------------------------------------------------------------------------------------------------------------------------------
Athena Venture Fund
310 University Ave., Suite 202 169,491 (2) 169,491 -- --
Palo Alto, CA 94301
- ------------------------------------------------------------------------------------------------------------------------------------
Robert Harrow
C\o GKM 7,500 7,500 -- --
529 5th Ave
New York, NY 10017
- ------------------------------------------------------------------------------------------------------------------------------------
Gerard Klauer Mattison & Co., Inc. 220,000(3) 220,000(3)
529 5th Ave
New York, NY 10017
- ------------------------------------------------------------------------------------------------------------------------------------
HDS Capital Ltd.
C\o Todtman Nachamie Hendler & Spizz 250,000 250,000 -- --
425 Park Avenue
New York, NY 10022
- ------------------------------------------------------------------------------------------------------------------------------------
CBA Capital Ltd.
C\o Todtman Nachamie Hendler & Spizz 250,000 250,000 -- --
425 Park Avenue
New York, NY 10022
- ------------------------------------------------------------------------------------------------------------------------------------
CDMI Capital Corp.
C\o Todtman Nachamie Hendler & Spizz 250,000 250,000 -- --
425 Park Avenue
New York, NY 10022
- ------------------------------------------------------------------------------------------------------------------------------------
USBR Capital Corp.
C\o Todtman Nachamie Hendler & Spizz 211,538 211,538 -- --
425 Park Avenue
New York, NY 10022
- ------------------------------------------------------------------------------------------------------------------------------------
<PAGE>
Karlin Investments Corp.
28 Hagvura Street, Karnei Shamron, Israel 80,000 80,000 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Asdark Inc.
Avenida Sameul Lewis
Y Calle 56,
Edificio Tila 40,000 40,000 -- --
Panama, Panama
- ------------------------------------------------------------------------------------------------------------------------------------
Visconti Ltd.
20 Hatamar Street, Ginot Shomron, Israel 360,000 360,000 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Central Advisers Ltd.
111 Arlozorov Street, Tel-Aviv, Israel. 360,000 360,000 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Anthony Kristal
c\o Yamit Hotel,
79 Hayarkon Street,
Tel Aviv Isra1 50,000 150,000 -- --
- ------------------------------------------------------------------------------------------------------------------------------------
Jack Wizman 100,000 100,000 -- --
3 Mason, Ervin, CA 92718
- ------------------------------------------------------------------------------------------------------------------------------------
Collinsville Holdings, Inc.
H. R. Sassoon 100,000 100,000 -- --
211 Henderson Road, #06-03
Henderson Industrial Park
Singapore, 0315
- ------------------------------------------------------------------------------------------------------------------------------------
Igal Tabori 200,000 200,000 -- --
13 Rozanis Street, Tel-Baruch, Tel Aviv 69018
- ------------------------------------------------------------------------------------------------------------------------------------
Yakov Knaani 80,000 80,000 -- --
10 Hagadna Street
Binyamina 30500.
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Does not include (i) stocks issuable upon exercise of outstanding options
granted to employees, management or consultants, subject to various vesting
schedules (ii) 338,982 shares of Common Stock issuable upon conversion of the
50,000 shares of Series A Preferred Stock and 220,000 shares issuable upon the
exercise of options granted to a selling security holder.
References the number of shares of Common Stock in which the 25,000 shares
of Series A Preferred Stock are convertible into, commencing 90 days from
issuance. The shares of Series A Preferred Stock carry a 6% dividend, payable by
the Company on cash or shares of Series A Preferred Stock. Does not include the
shares of Common Stock issuable upon the conversion of shares of Series A
Preferred Stock, as may be issued in accordance with the dividend.
Includes 220,000 shares of Common Stock issuable upon the exercise of
options of which 110,000 shares are issuable at an exercise prices of $4.00 and
$5.00 per share.
<PAGE>
Plan of Distribution for the Securities of the Selling Securityholders
This Prospectus covers the offering of 3,761,839 shares of Common Stock, of
which 338,982 shares are issuable upon the conversion of 50,000 shares of the
Company's Series A Preferred Stock and 220,000 shares are issuable upon the
exercise of options granted to the placement agent of the Company's recent
private offering owned by the Selling Securityholders. See "Selling
Securityholders." 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 conversion of the
Series A Preferred Stock and upon 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 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 have
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, Regulation M in
connection with transactions in such securities, which provisions may limit the
timing of purchases and sales of Company securities by the Selling
Securityholders.
<PAGE>
Reports to Shareholders
The Company has adopted March 31 as its fiscal year end. The Company
furnishes 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, 1998 and 1997 included in Form 10-KSB for the Company's fiscal
year ended March 31, 1998, 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
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. The address of the
site is http://www.sec.gov.
<PAGE>
II-1
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
<TABLE>
<CAPTION>
<S> <C>
Registration Fee $ 2,861.00
Accounting Fees 5,000.00(1)
Printing and Electronic Filing Fees 2,500.00(1)
Nasdaq Additional Listing Fees 7,500.00
Miscellaneous 1,500.00(1)
-------------
Total $ 19,361.00(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.
<PAGE>
Item 16. Exhibits.
The following exhibits are hereby filed with the Commission with the
Company's Registration Statement on 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.
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 26th day of August, 1998.
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 08/26/98
Dr. Oliver Hilsenrath President and director Date
\s\ Dennis Francis Director 08/26/98
Dennis Francis Date
\s\ Barry West Director 08/26/98
Barry West Date
\s\ David Tamir Director 08/26/98
David Tamir Date
</TABLE>
II-4
Exhibit 5.0
Opinion of David S. Klarman, Esq.
U.S. WIRELESS CORPORATION
2303 Camino Ramon, Suite 200
San Ramon, CA 94583
August 27, 1998
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 3,761,839 shares of Common Stock to be sold by certain Selling
Securityholders, of which 220,000 shares are issuable upon the exercise of
options granted to certain Selling Securityholders and 338,982 shares issuable
upon conversion of the shares of Series A Preferred Stock, as may be adjusted
for the issuance of additional shares upon payment of the dividend in shares of
Series A Preferred Stock. 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 3,202,857 shares of Common Stock have been legally issued, fully paid
and non-assessable.
The 50,000 shares of Series A Preferred Stock and the 338,982 shares of
Common Stock when issued upon conversion of the shares of Series A Preferred
Stock, shall be legally issued, fully paid and non-assessable.
The 220,000 shares of Common Stock, when issued and paid for in accordance
with the terms of the option agreements, are and will be 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
Vice President and General Counsel
Exhibit 23(a)
Consent of Haskell & White LLP
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 June 5, 1998, except for Note 11, which is as of June 25, 1998,
appearing in the Annual Report on Form 10-KSB of U.S. Wireless Corporation and
Subsidiaries for the year ended March 31, 1998 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
August 27, 1998
1
