U.S. WIRELESS CORPORATION
2303 Camino Ramon, Suite 200
San Ramon CA 94583
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on March 2, 2000
To the Shareholders of: U.S. WIRELESS CORPORATION
NOTICE IS HEREBY GIVEN that an annual meeting of Shareholders of U.S. WIRELESS
CORPORATION (the "Company") will be held at the Rihga Royal Hotel New York, 151
West 54th Street, New York, New York, on March 2, at 9:00 a.m. Eastern Standard
Time, for the following purposes:
1. To elect four (4) Directors to the Company's Board of Directors to hold
office for a period of one year or until their successors are duly elected and
qualified; and
2. To transact such other business as properly may be brought before the
meeting or an adjournment thereof.
The close of business on January 4, 2000 has been fixed as the record date for
the determination of shareholders entitled to notice of, and to vote at, the
meeting and any adjournment thereof.
You are cordially invited to attend the meeting. Whether or not you plan to
attend, please complete, date, and sign the accompanying proxy, and return it
promptly in the enclosed envelope to assure that your shares are represented at
the meeting. If you do attend, you may revoke any prior proxy and vote your
shares in person if you wish to do so. Any prior proxy automatically will be
revoked if you execute the accompanying proxy or if you notify the Secretary of
the Company, in writing, prior to the Annual Meeting of Shareholders.
By order of the Board of Directors
David S. Klarman, Secretary
Dated: February 10, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, AND SIGN
THE ENCLOSED PROXY, AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ASSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF MAILED IN
THE UNITED STATES.
<PAGE>
U.S. WIRELESS CORPORATION
2303 Camino Ramon, Suite 200
San Ramon CA 94583
PROXY STATEMENT
FOR
Annual Meeting of Stockholders
To Be Held on March 2, 2000
This proxy statement and the accompanying form of proxy were mailed on February
10, 2000 to the stockholders of record as of January 4, 2000 of U.S. Wireless
Corporation, a Delaware corporation (the "Company"), in connection with the
solicitation of proxies by the Board of Directors of the Company for use at the
Annual Meeting to be held on March 2, 2000 and at any adjournment thereof.
SOLICITATION, VOTING, AND REVOCABILITY OF PROXIES
Shares of the Company's common stock, par value $.01 per share (the "Common
Stock"), represented by an effective proxy in the accompanying form will, unless
contrary instructions are specified in the proxy, be voted FOR the election of
four (4) persons nominated by the Board of Directors as directors.
Any such proxy may be revoked at any time before it is voted. A stockholder may
revoke this proxy by notifying the Secretary of the Company, either in writing
prior to the Annual Meeting or in person at the Annual Meeting, by submitting a
proxy bearing a later date or by voting in person at the Annual Meeting. An
affirmative vote of a plurality of the shares of Common Stock present, in person
or represented by proxy at the Annual Meeting and entitled to vote thereon is
required to elect the Directors. A stockholder voting through a proxy who
abstains with respect to the election of Directors is considered to be present
and entitled to vote on the election of Directors at the meeting, and his
abstention is, in effect, a negative vote; however, a stockholder (including a
broker) who does not give authority to a proxy to vote or who withholds
authority to vote on the election of Directors shall not be considered present
and entitled to vote on the election of Directors. A stockholder voting through
a proxy who abstains with respect to approval of any other matter to come before
the meeting is considered to be present and entitled to vote on that matter, and
his abstention is, in effect, a negative vote; however, a stockholder (including
a broker) who does not give authority to a proxy to vote or who withholds
authority to vote on any such matter shall not be considered present and
entitled to vote thereon.
The Company will bear the cost of the solicitation of proxies by the Board of
Directors. The Board of Directors may use the services of its Executive Officers
and certain Directors to solicit proxies from stockholders in person and by
mail, telegram, and telephone. Arrangements may also be made with brokers,
fiduciaries, custodians, and nominees to send proxies, proxy statements, and
other material to the beneficial owners of the Common Stock held of record by
such persons, and the Company may reimburse them for reasonable out-of-pocket
expenses incurred by them in so doing.
<PAGE>
The Company's Annual Report for the fiscal year ended March 31, 1999 including
audited financial statements is annexed hereto. The Company's quarterly report
on form 10-QSB for the quarter ended September 30, 1999, accompanies this proxy
statement.
The principal executive offices of the Company are located at 2303 Camino Ramon,
Suite 200, San Ramon CA 94583; the Company's telephone number is (925) 327-6200.
Independent Public Accountants
The Board of Directors of the Company has not selected its independent
accountants for the Company for the fiscal year ending March 31, 2000.
Shareholders shall not be asked to approve such selection when made because such
approval is not required. The audit services provided by the Company's auditors
consist of examination of financial statements, services relative to filings
with the Securities and Exchange Commission, and consultation in regard to
various accounting matters. The Company's current auditors are Haskell & White
LLP, Certified Public Accountants, who audited the Company's financial
statements for the years ended March 31, 1997, 1998 & 1999.
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The securities entitled to vote at the meeting are the shares of Common
Stock, par value $.01 per share of the Company. The presence, in person or by
proxy, of a majority of shares entitled to vote will constitute a quorum for the
meeting. Each share of Common Stock entitles its holder to one vote on each
matter submitted to the stockholders. The close of business on January 4, 2000
has been fixed as the record date for the determination of stockholders entitled
to notice of, and to vote at, the meeting and any adjournment thereof. At that
date, 14,414,776 shares of Common Stock were outstanding. Voting of the shares
of Common Stock is on a non-cumulative basis.
The following table sets forth information as of January 4, 2000 with respect to
the beneficial ownership of shares of Common Stock by (i) each person (including
any "group" as that term is used in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended) known by the Company to be the owner of more than 5% of
the outstanding shares of Common Stock; (ii) each Director; and (iii) all
Officers and Directors as a group.
<PAGE>
<TABLE>
<CAPTION>
Name and Address Number and Nature of Shares Percentage of Outstanding
Of Beneficial Owner Beneficially Owned (1) Shares Beneficially Owned
(2)(3)
<S> <C> <C>
Dr. Oliver Hilsenrath
c/o U.S. Wireless Corporation 5,356,304 (4) 34%
2303 Camino Ramon, Suite 200
San Ramon, CA 94583
Barry West
c/o U.S. Wireless Corporation 53,333 (5) *
2303 Camino Ramon, Suite 200
San Ramon, CA 94583
Irwin Gross
c/o U.S. Wireless Corporation 226,333 (5)(6) *
2303 Camino Ramon, Suite 200
San Ramon, CA 94583
Dennis Francis
c/o U.S. Wireless Corporation 86,667 (7) *
2303 Camino Ramon, Suite 200
San Ramon, CA 94583
Louis Golm
c/o U.S. Wireless Corporation
2303 Camino Ramon, Suite 200
San Ramon, CA 94583 *(8) *
Janvrin Holdings Limited (9)
Jardine House 753,600 5%
1 Wesley Street
St. Helier, Jersey JE4 8UD
Officers and Directors as a group
(6 persons) (3)-(8) 6,256,237 38%
</TABLE>
* Less then 1%.
(1) Unless otherwise noted, all of the shares shown are held by individuals or
entities possessing sole voting and investment power with respect to such
shares. Shares not outstanding but deemed beneficially owned by virtue of
the right of a person to acquire them within 60 days, whether by the
exercise of options or warrants, are deemed outstanding in determining the
number of shares beneficially owned by such person or group.
(2) The "Percentage of Outstanding Shares Beneficially Owned" is calculated by
dividing the "Number and Nature of Shares Beneficially Owned" by the sum of
(i) the total outstanding shares of Common Stock of the Company, and (ii)
the number of shares of Common Stock that such person has the right to
acquire within 60 days, whether by exercise of options or warrants. The
"Percentage of Outstanding Shares Beneficially Owned" does not reflect
shares beneficially owned by virtue of the right of any person, other than
the person named and affiliates of the person, to acquire them within 60
days, whether by exercise of options or warrants.
(3) Does not include (i) the shares of Common Stock issuable upon the
conversion of the shares of the 70,000 shares of Series A Preferred stock
or the shares of Series A Preferred Stock issuable in accordance with the
dividend on said shares or the shares of Common Stock into which those
dividend shares may be convertible, (ii) the shares of Common Stock
issuable upon conversion of the 60,000 shares of the Series B Preferred
Stock, or (iii) of any shares of Common Stock issuable underlying any
outstanding warrants or options issued by the Company.
<PAGE>
(footnotes continued from previous page)
(4) All shares are held in corporate names for the benefit of the Hilsenrath
family. Includes 1,500,000 shares of Common Stock, issuable upon the
exercise of a vested option granted pursuant to Dr. Hilsenrath's employment
agreement and shares issued in connection with the Labyrinth merger, of
which 793,152 are not vested and subject to a vesting schedule. See
"Certain Relations and Related Transactions - Merger of Labyrinth."
(5) Includes 33,333 shares issuable upon the exercise of the portion of option
currently vested and exercisable, which accounts for 1/3 of the shares
underlying the option granted. The option vests at 1/3 intervals per year.
(6) Does not include (i) 3,000,000 shares issuable upon the conversion of
30,000 shares of Series B Preferred Stock purchased by Global Technologies,
Inc., a company of which Mr. Gross is the Chief Executive Officer and
Chairman of the Board, and which Mr. Gross disclaims beneficial ownership
and (ii) 32,000 shares held in trust for the benefit of Mr. Gross'
children, which Mr. Gross disclaims beneficial ownership. Includes 50,000
shares underlying an option granted to Ocean Castle Partners, LLC, of which
Irv Gross is the Managing Member and sole shareholder. See "Certain
Relationships and Related Transactions."
(7) Includes 66,666 shares issuable upon the excuse of the portion of options
currently vested and exercisable, equal to 2/3 of the shares underlying the
option granted. The options vest at 1/3 intervals per year.
(8) Does not include an option to purchase 50,000 shares of Common Stock
vesting at the rate of 1/3 per year during Mr. Golm's term as a member of
the Board of Directors.
(9) Includes 367,200 shares subject to a vesting schedule in connection with
the Labyrinth merger. See "Certain Relations and Related Transactions -
Merger of Labyrinth."
Certain Reports
No person, who during the fiscal year ended March 31, 1999 was a Director,
Officer, or beneficial owner of more than ten percent of the Company's Common
Stock (which is the only class of securities of the Company registered under
Section 12 of the Securities Exchange Act of 1934 (the "Act") (a "Reporting
Person"), failed to file on a timely basis reports required by Section 16 of the
Act during the most recent fiscal year or prior years. The foregoing is based
solely upon a review by the Company of (i) Forms 3 and 4 during the most recent
fiscal year as furnished to the Company under Rule 16a-3(d) under the Act; (ii)
Forms 5 and amendments thereto furnished to the Company with respect to its most
recent fiscal year; and (iii) any representation received by the Company from
any reporting person that no Form 5 is required, except as described herein.
It is expected that the following will be considered at the meeting and
that action will be taken thereon:
I. ELECTION OF DIRECTORS
The Board of Directors currently consists of five members, of which
four members are elected by the holders of Common Stock and one member by
holders of the Company's Series B Preferred Stock, for a term of one year or
until their successors are duly elected and qualified.
An affirmative vote of a plurality of the shares of Common Stock,
present in person or represented by proxy, at the Annual Meeting and entitled to
vote thereon is required to elect four of the Directors. All proxies received by
the Board of Directors will be voted for the election as Directors of the
nominees listed below if no direction to the contrary is given. In the event any
nominee is unable to serve, the proxy solicited hereby may be voted, in the
discretion of the proxies, for the election of another person in his stead. The
Board of Directors knows of no reason to anticipate this will occur.
The following table sets forth, as of February 2, 2000, the four
nominees for election as Directors of the Company and the fifth director, which
has been elected by the holders of the Series B Preferred Stock:
<PAGE>
<TABLE>
<CAPTION>
Position with Company; Director
Name Principal Occupation and Age Since
<S> <C> <C>
Dr. Oliver Hilsenrath1,2 President, CEO and Director; 42 1996
Barry West1 Director; 54 1998
Dennis Francis1,2 Director, 48 1997
Irwin Gross2,3 Director, 56 1999
Louis Golm2 Director, 58 2000
</TABLE>
- -----------------------------------
(1) Member of Audit Committee
(2) Member of Compensation Committee.
(3) Elected by the holders of Series B Preferred Stock.
The Directors of the Company are elected annually by the stockholders, and
the Officers of the Company are appointed annually by the Board of Directors.
Each Director and Officer will hold office until the next annual meeting of
stockholders or until his successor is elected and qualified.
Dr. Oliver Hilsenrath has served as President, Chief Executive Officer and
Director of the Company since July 31, 1996. Since its inception, Dr. Hilsenrath
was a co-founder and served from 1992 through 1996 as Senior Vice President of
Technology of Geotek Communications, Inc. Prior to that, Dr. Hilsenrath served
as Chief Engineer of the secure communications division of RAFAEL, Israel. Dr.
Hilsenrath received his Ph.D. in information theory from Technion -
Polytechnical Institute of Israel and has worked in the wireless communications
industry for 20 years.
Barry West has served as a Director of the Company since May 1998. Since
March 1996, Mr. West has served as Vice President and Chief Technology Officer
of Nextel Communications, Inc. Prior to that, Mr. West served in various senior
positions with British Telecom for more than thirty-five years, most recently as
Director of Value-Added Services and Corporate Marketing at Cellnet, a cellular
communications subsidiary of British Telecom.
Dennis Francis was elected to the Company's Board in December 1997.
Previously, from December 1996, he served as a consultant to the Company,
providing technical support services. Mr. Francis currently serves as Vice
President - New Wireless Technical Support with AT&T. He has also has served for
over five years as Executive Vice President and Chief Technology Officer of
Vanguard Cellular Systems, Inc., a cellular communications service provider. Mr.
Francis is the current chairman of the Nortel Technology Officers Council and
has served on the Chief Technology Officers Council of the Cellular
Telecommunications Industry Association for four years. Mr. Francis graduated
from the University of Texas at Arlington, Texas with a B.S. in Industrial
Engineering.
Irwin Gross was elected on April 6, 1999 by unanimous written consent of
the stockholders of the Company's Series B Preferred Stock to be the Company's
Series B Preferred Stock elected Director. Mr. Gross has served as Chief
Executive Officer and Chairman of the Board of Directors of Global Technologies,
Inc. (formerly Interactive Flight Technologies, Inc.) since September 1998. He
was the founder and had been a director of ICC Technologies, Inc, which designs
innovative climate control systems, from May 1984 until July 1998. In 1998 ICC
Technologies merged with Rare Medium Inc., an internet services company. In
1998, he also founded Ocean Castle Partners, LLC, of which he is now the
Managing Member. Mr. Gross is currently the Chairman of the Board of The Network
Connection and a member of the Board of Orbit R/F. In addition, Mr. Gross had
served as the Chief Executive Officer of ICC from February 1994 to February
1998. Mr. Gross also serves on the board of directors of several charitable
organizations. Mr. Gross has a Bachelor of Science degree in Accounting from
Temple University and a Juris Doctorate from Villanova University.
<PAGE>
Louis Golm was appointed to the Company's Board in January 2000 to fill the seat
vacated by the retirement of David Tamir. Mr. Golm also serves as member of the
board of Digital Link Corporation as well as Vice Chairman of the board of
Clariti Telecommunications. From 1997 to 1999 Mr. Golm served as President of
AirTouch International, where he was responsible for creating and initiating a
new satellite-based wireless capability in North America, Globalstar. Previous
to this, he served for three years as President and Chief Executive Officer of
AT&T-Japan. Other positions held within AT&T include Vice President of Business
Network Sales for AT&T Business Communications Services (1991 - 1994) and Vice
President for the Eastern Sales Region of AT&T Business Sales Division (1988 -
1990). Mr. Golm graduated from the University of Denver with a Bachelor of
Science in Business Administration. He also has a Masters of Business
Administration from the University of Denver as well as a Masters of Science in
Management from The Massachusetts Institute of Technology.
All Directors hold office until the next annual meeting of stockholders or until
their successors are duly elected and qualified. Vacancies on the Board of
Directors may be filled by the remaining Directors. Officers are appointed
annually by, and serve at the discretion of, the Board of Directors. Prior to
this annual meeting, David Tamir resigned from the Board. Acting to fill the
vacant Board seat in accordance with Section 1 of Article XI of the Company's
Bylaws and in accordance with Section 223 of the Delaware Corporation Law, the
Board appointed Mr. Louis Golm to replace David Tamir.
As permitted under Delaware Corporation Law, the Company's certificate of
incorporation eliminates 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, stockholders 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. The inclusion of this provision in the Company's certificate
of incorporation may reduce the likelihood of derivative litigation against
Directors and other types of shareholder litigation. In addition, the Company
has executed indemnification agreements with all officers and directors
providing indemnification to the fullest extent of the law.
Board Meetings, Committees, and Compensation
During the fiscal year ended March 31, 1999, there were 4 meetings of the Board
of Directors, which were held by telephonic conference. Action was taken on 7
occasions by unanimous written consents of the Board of Directors, which
consents were obtained in lieu of meetings. The Company does not pay its
Directors for attendance at meetings of the Board of Directors.
The Board of Directors recommends that you vote "FOR" the nominees for
Directors.
<PAGE>
EXECUTIVE COMPENSATION
Summary of Cash and Certain Other Compensation
The following provides certain information concerning all Plan and Non-Plan (as
defined in Item 402 (a)(ii) of Regulation S-B) compensation awarded to, earned
by, or paid by the Company during the year ended March 31, 1999, 1998, and 1997
to each of the named Executive Officers of the Company.
Summary Compensation Table
<TABLE>
<CAPTION>
Annual Compensation
(a) (b) (c) (d) (e) (f)
Name and Principal Year Salary ($) Bonus ($) Options/ SARS Other Annual
Compensation
Position
<S> <C> <C> <C> <C> <C>
Dr. Oliver Hilsenrath 1999 160,000 - - $1,620(1)
President and
Chief Executive Officer
1998 160,000 - - $1,620(1)
1997 106,667(2) - 1,500,000(3) $5,572(4)
David Klarman 1999 120,000 - - -
Vice President,
General Counsel and Secretary
1998 120,000 - 100,000 -
1997 - 150,000 -
Ravi Rajapakse 1999 130,000 - - -
Vice President
of Software Design
1998 100,000 - - -
1997 30,000 (2) - 100,000(5) -
</TABLE>
(1) Represents the payment of $1,620 per annum for a life insurance and
disability policy for the benefit of Dr. Hilsenrath's beneficiaries. See
"Employmnet and Consulting Agreements".
(2) Reflects the portion of the year worked.
(3) Pursuant to his employment agreement, Dr. Hilsenrath received an option
to purchase 1,500,000 shares of Common Stock. See "Employment and Consulting
Agreements."
<PAGE>
(footnotes continued from previous page)
(4) Includes (i) the payment of $509 per month for automobile allowance and
(ii) the payment of approximately $1,500 for a life insurance and disability
policy for the benefit of Dr. Hilsenrath's beneficiaries. See "Employment and
Consulting Agreements."
(5) Pursuant to their employment agreements, Mr. Klarman and Mr. Rajapakse
received options to purchase 100,000, 150,000, respectively, shares of Common
Stock, vesting over the term of their initial employment agreements, 1/3 each
year. See "Employment and Consulting Agreements."
AGGREGATED OPTION/SAR EXERCISE IN LAST FISCAL YEAR
AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
(a) (b) (c) (d) (e)
Value of
Number of Unexercised
Unexercised In-The-Money Options/SARs
Options/SARs at FY-End ($)
Shares Acquired on FY-End (#) Exercisable/
Exercise (#) Value Realized ($) Exercisable/ Unexercisable (1)
Name Unexercisable
<S> <C> <C> <C> <C>
Dr. Oliver Hilsenrath - - 1,500,000/0 0/0
David Klarman - - 200,000/0 0/0
Ravi Rajapakse - - 66,666/33,334 0/0
</TABLE>
(1) Based upon the closing price for the Common Stock on March 31, 1999
($1.68), as reported the Nasdaq Stock Market.
Employment and Consulting Agreements
Employment Agreements
In April 1997, the Company amended the five-year employment agreement it entered
into originally with Dr. Hilsenrath in July 1996. The agreement, as amended,
provides for an annual salary of $160,000 and increases of 15% per annum for
each year remaining in the original five-year term. Upon execution, the Company
granted Dr. Hilsenrath an option to purchase 1,500,000 shares of Common Stock at
an exercise price of $2.00 per share. The Company provides Dr. Hilsenrath with
an automobile allowance. In addition, the Company shall maintain during the full
term hereof and at its sole cost and expense, a life insurance policy on Dr.
Hilsenrath in the face amount of $1,000,000 payable to his designee. This policy
also includes provisions for the payment of up to 18 months of salary to Dr.
Hilsenrath in the event that he is disabled. Upon the conclusion of this
agreement, all right, title and interest in the policy shall be transferred to
Dr. Hilsenrath, and he shall be responsible for any premiums due after such
transfer. The agreement restricts Dr. Hilsenrath from competing with the Company
for a period of two years after the termination of his employment. The agreement
provides for severance compensation to be paid to Dr. Hilsenrath if his
employment with the Company is terminated or if there is a decrease in his
responsibilities or duties following a change in control of the Company. The
severance compensation shall be made in one payment equal to three times the
aggregate annual compensation paid to Dr. Hilsenrath during the preceding
calendar year. In the event the Company wishes to obtain Key Man life insurance
on the life of Dr. Hilsenrath, he agrees to cooperate with the Company in
completing any applications necessary to obtain such insurance and in promptly
submitting to such physical examinations and furnishing such information as any
proposed insurance carrier may request.
<PAGE>
In August 1999, the Company entered into a three year employment agreement with
David S. Klarman, the Company's Vice President and General Counsel. Pursuant to
the Agreement, Mr. Klarman receives a salary of $140,000 per annum, was granted
an option to purchase 75,000 shares of Common Stock at an exercise price of
$2.75 per share, subject to a three year vesting schedule. The employment
agreement provides that Mr. Klarman will be Vice President, General Counsel and
Secretary of the Company. The agreement provides for severance compensation to
be paid to Mr. Klarman if his employment with the Company is terminated or if
there is a decrease in his responsibilities or duties following a change in
control of the Company.
In January 1997, Ravi Rajapaske entered into a three-year employment agreement
with Labyrinth. The agreement was amended in January 1998, in accordance with
the merger of Labyrinth with and into the Company, pursuant to which the
agreement was assigned to the Company and Mr. Rajapakse became Vice President of
Software Design. Mr. Rajapakse receives a salary of $130,000 per annum, and was
granted an option to purchase 100,000 shares of Common Stock at an exercise
price of $2.15 per share, as adjusted, subject to a three year vesting schedule.
The amended employment agreement provides for the exchange of his 20,000
restricted shares of Labyrinth's common stock for 183,600 shares of the
Company's Common Stock, subject to a vesting schedule. Additionally, the amended
agreement provides for the extension of the agreement on a yearly basis until
all the shares have vested. See "Certain Relationships and Related Transactions
- - Merger of Labyrinth"
In January 2000, the Company entered into a three-year employment agreement with
Jan Klein. Pursuant to the Agreement, Mr. Klein receives a salary of $135,000
per annum and was granted an option to purchase 125,000 shares of Common Stock,
of which the exercise price for 100,000 shares is $2.75 per share and the
exercise price for 25,000 shares is $11.20 per share, of which 25,000 are vested
and 100,000 are subject to a three-year vesting schedule. The employment
agreement provides that Mr. Klein will be the Vice President - Business and
Market Development of the Company. The agreement provides for severance
compensation to be paid to Mr. Klein if his employment with the Company is
terminated or if there is a decrease in his responsibilities or duties following
a change in control of the Company. Mr. Klein formerly worked with the Company
as a consultant with DaVinci Solutions, LLC, of which he is a member. The
options that were previously granted to DaVinci Solutions, LLC in exchange for
services have been assigned, amended and incorporated into Mr. Klein's
employment and option agreements with the Company.
In January 2000, the Company entered in to an Employment and Consulting
Agreement with Dr. Faris Al-Salihi and Dr. Al-Salihi's consulting firm Watco
LLC, wherein Watco LLC shall provide network design services and Dr. Al-Salihi
shall assume the position of the Company's Vice President - Network Design.
Pursuant to the terms of the Employment and Consulting Agreement, Watco shall
receive the following compensation: (i) for a period of six months Watco shall
receive fees based upon actual out-of-pocket costs, and additional 20% of said
costs for overhead and (ii) thereafter, Watco shall receive fees based upon
competitive market rates, as negotiated between the Company and Watco. Pursuant
to the terms of the Employment and Consulting Agreement, Dr. Al-Salihi shall
receive an option to purchase 50,000 shares of the Company's Common Stock, at an
exercise price of $7.50, vesting in equal annual denominations over three years,
during the term of employment.
<PAGE>
Consulting Agreements
The Company has engaged various consultants to provide expertise in specific
areas of services required by the Company. Presently, the Company has engaged
consultants to provide services and expertise in various areas including,
investor relations, public relations, business development, and marketing.
Compensation for these services includes retainer fees, with some consultants
receiving stock options, which vest according to time and/or the attainment of
certain goals.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In April 1999, the Company granted an option to Ocean Castle Partners, LLC in
exchange for consulting and financial advisory services. Ocean Castle Partners,
LLC is wholly-owned by Irv Gross, who also serves as its Managing Member. In
exchange for these services the Company granted Ocean Castle Partners, LLC an
option to purchase 50,000 shares of Common Stock at any time until March 31,
2002 for $2.50 per share.
1999 Private Placement
In April 1999, the Company commenced a private placement offering of its
securities, in which it sold 60,000 shares of the Company's Series B Preferred
Stock, of which 30,000 shares were sold to Global Technologies, Inc. (formally
Interactive Flight Technologies, Inc.), a company in which Irwin Gross is the
Chief Executive Officer and Chairman of the Board. The holders of the 60,000
shares of the Series B Preferred Stock have the right to elect one member to the
Company's board of director. The Series B Preferred Stockholders elected Irwin
Gross as their appointee.
In addition, the Company sold an aggregate of 405,000 shares of Common Stock at
$1.00 per share to its officers, directors and employees, which is equal to the
conversion price of the shares of Series B Preferred Stock.
<PAGE>
Mantra Technologies, Inc. Restructuring
In February 1999, the board of the Company approved the recapitalization and
restructuring of Mantra Technologies, Inc. including the issuance of an
aggregate of 33% of the outstanding shares of Mantra to its management team,
subject to a vesting schedule.
Merger of Labyrinth
In March 1998, the Company consummated the merger of its 51% owned subsidiary,
Labyrinth Communication Technologies Group, Inc. ("Labyrinth"), into the
Company. In December 1997, the stockholders of the Company 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, subject to a vesting schedule,
as follows: (i) 20% of the shares issued shall vest one year from issuance; (ii)
an additional 40% shall vest upon the successful completion and operation of the
RadioCamera in its first major market; and (iii) the remaining 40% shall vest
when the Company reaches sales of $15,000,000. In addition to the above vesting
schedule, the management of Labyrinth is subject to an additional vesting
schedule, in accordance with their employment contracts, whereby the shares
underlying (i)-(iii) above vest at the rate of 1/3 each year. As of the date
hereof the first two milestones have been met.
See "Executive Compensation-Employment and Consulting Agreements" for a
discussion of the compensation arrangements the Company has with its Executive
Officers and consultants.
FINANCIAL INFORMATION
A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
MARCH 31, 1999 WAS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION AND WILL BE
FURNISHED WITHOUT THE ACCOMPANYING EXHIBITS TO STOCKHOLDERS, WITHOUT CHARGE,
UPON WRITTEN REQUEST THEREFOR SENT TO DAVID S. KLARMAN, SECRETARY, U.S. WIRELESS
CORPORATION, 2303 CAMINO RAMON, SUITE 200, SAN RAMON CA 94583. EACH SUCH REQUEST
MUST SET FORTH A GOOD FAITH REPRESENTATION THAT AS OF JANUARY 4, 2000, THE
PERSON MAKING THE REQUEST WAS THE BENEFICIAL OWNER OF SHARES OF THE COMPANY'S
COMMON STOCK ENTITLED TO VOTE AT THE ANNUAL MEETING OF STOCKHOLDERS.
II. OTHER BUSINESS
As of the date of this proxy statement, the only business which the Board of
Directors intends to present, and knows that others will present, at the Annual
Meeting is that herein set forth. If any other matter is properly brought before
the Annual Meeting or any adjournments thereof, it is the intention of the
persons named in the accompanying form of proxy to vote the proxy on such
matters in accordance with their judgment.
<PAGE>
Shareholder Proposals
Proposals of shareholders intended to be presented at the Company's 2000 Annual
Meeting of Shareholders must be received by the Company on or prior to November
2, 2000 to be eligible for inclusion in the Company's proxy statement and form
of proxy to be used in connection with the 2000 Annual Meeting of Shareholders.
By Order of the Board of Directors,
David S. Klarman
Secretary
February 10, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN YOUR
PROXY PROMPTLY IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF IT IS MAILED
IN THE UNITED STATES OF AMERICA.
<PAGE>
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 0-24742
U.S. WIRELESS CORPORATION
(Exact Name of Small Business Issuer as Specified in Its Charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 13-3704059
-------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
</TABLE>
2303 Camino Ramon, Suite 200, San Ramon, California 94583
(Address of Principal Executive Offices)
(925) 327-6200
(Issuer's Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year,
If Changed Since Last Report)
Check whether the issuer (1) filed all documents and reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes
[X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: Common Stock, par value $.01 per
share, 14,175,481 shares outstanding as of September 30, 1999.
<PAGE>
U.S. WIRELESS CORPORATION AND SUBSIDIARY
CONTENTS
Page
<TABLE>
<CAPTION>
Number
PART I - FINANCIAL INFORMATION
ITEM I - FINANCIAL STATEMENTS
<S> <C> <C> <C>
Consolidated balance sheets as of September 30, 1999 (unaudited)
and March 31, 1999 2
Consolidated statements of operations (unaudited) for the three and six months
ended September 30, 1999 and September 30, 1998 3
Consolidated statements of cash flows (unaudited) for the six months
ended September 30, 1999 and September 30, 1998 4
Notes to financial statements 5-7
ITEM II - MANANGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 8-9
PART II - OTHER INFORMATION 10
SIGNATURE 11
</TABLE>
<PAGE>
U.S. WIRELESS CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
As of September 30, 1999 and March 31, 1999
<TABLE>
<CAPTION>
Sept. 30, March 31,
1999 1999
------------------ --------------
(Unaudited) (Note 1)
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 8,200,125 $5,788,288
Stock subscription - 2,300,000
Due from affiliate 101,419 -
Investment in joint venture 58,630 58,630
Investment in affiliate 146,125 -
Other current assets - -
----------------- --------------
Total Current Assets 8,506,299 8,149,241
----------------- --------------
EQUIPMENT, IMPROVEMENTS AND FIXTURES, net of accumulated
depreciation and amortization (Note 3) 368,754 381,617
----------------- --------------
OTHER ASSETS
Security deposits 25,035 25,035
----------------- --------------
Total other assets 25,035 25,035
----------------- --------------
Total assets $8,900,088 $8,555,893
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued expenses $343,987 $335,543
Obligations under capital leases, current 28,177 34,486
---------------- --------------
Total current liabilities 372,164 370,029
Obligations under capital leases, noncurrent 4,632 4,632
---------------- --------------
Total liabilities 376,796 374,661
---------------- --------------
MINORITY INTEREST IN SUBSIDIARY - 76,434
---------------- --------------
STOCKHOLDERS' EQUITY:
Series A preferred stock convertible, $.01 par value, 300,000 shares authorized;
70,000 shares issued and outstanding at September 30, 1999 and March 31, 1999
700 700
Series B preferred stock, $.01 par value, 60,000 and 50,000 shares authorized and issued
and outstanding respectively at September 30, 1999 and March 31, 1999 600 500
Common stock, $.01 par value, 40,000,000 shares authorized; issued and outstanding at
September 30, 1999 14,175,481 shares and at March 31, 1999, 13,556,188 141,756 135,563
Additional paid-in capital 34,296,854 32,504,598
Unearned Compensation - (244,958)
Accumulated deficit (25,916,618) (24,291,605)
---------------- --------------
TOTAL STOCKHOLDERS' EQUITY 8,523,292 8,104,798
---------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $8,900,088 $8,555,893
================ ==============
</TABLE>
See accompanying notes to consolidated condensed financial statements
<PAGE>
U.S. WIRELESS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
-------------------------------- --- -----------------------------------
Sept. 30, Sept. 30, Sept. 30, Sept. 30,
1999 1998 1999 1998
---------------- ---------------- ---------------- --------------
<S> <C> <C> <C> <C>
Net Sales $ - $ - $ - $ -
---------------- ---------------- ---------------- --------------
Costs and expenses:
Operating expenses 2,346,306 2,346,069 941,448 1,227,456
---------------- ---------------- ---------------- --------------
Loss before other income and minority
interest in net loss
of continuing subsidiaries (2,346,306) (2,346,069) (941,448) (1,227,465)
Other income:
Interest income 244,977 167,857 127,851 133,452
---------------- ---------------- ---------------- --------------
Loss before minority interest in
net loss of Minority interest in
net income (loss) of subsidiaries
- 24,856 - (381)
---------------- ---------------- ---------------- --------------
Net loss $(2,101,329) $ (2,153,356) $ (813,597) $ (1,094,394)
============= ============= =============== ==============
Basic and diluted loss per common
equivalent share:
Loss before minority interest
in net loss of subsidiaries $ (.15) $ (.17) $ (.06) $ (.08)
Minority interest in net loss
of subsidiaries - - - -
---------------- ---------------- ---------------- --------------
Basic and diluted net loss $ (.15) $ (.17) $ (.06) $ (.08)
============= ============= ============ ===============
Weighted average number of common
shares outstanding 14,079,945 12,978,682 14,188,731 13,556,301
============= ============= ============== ===============
</TABLE>
See accompanying notes to consolidated condensed financial statements
<PAGE>
U.S. WIRELESS CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Increase (Decrease) in Cash
<TABLE>
<CAPTION>
Six Months Ended
Sept. 30, Sept. 30,
1999 1998
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net loss ................................................................. $(2,101,329) $(2,153,356)
Adjustments to reconcile net loss to cash (used) for operating activities:
Depreciation .......................................................... 91,000 125,000
Minority interest in net losses of subsidiaries ....................... - (24,856)
Amortization of unearned compensation ................................. 244,958 258,240
Increase (Decrease) from changes in assets and liabilities:
(Increase) in inventory ................................................ - (29,285)
Decrease in other current assets 2,323 -
(Increase) in due from affiliate ....................................... (101,419) -
Accounts payable and accrued expenses .................................. 19,785 (25,787)
Decrease in minority interest .......................................... 76,434 -
----------- -----------
Net cash (used) for operating activities ....................... (1,768,248) (1,850,044)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of equipment, improvements and fixtures ................... (61,186) (257,006)
----------- -----------
Net cash provided by investing activities ...................... (61,186) (257,006)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on capital lease obligations ................................. (6,309) (12,618)
Receipt of stock subscription ......................................... 2,300,000 -
Proceeds from issuance of preferred stock ............................. 1,000,000 5,389,312
Net proceeds from issuance of common shares ........................... 1,093,705 25,359
(Increase) in investment in affiliate .................................. (146,125) -
----------- -----------
Net cash provided by financing activities ................................ 4,241,271 5,402,053
----------- -----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ..................... 2,411,837 3,295,003
Cash, beginning of period ................................................ 5,788,288 2,285,750
----------- -----------
Cash, end of period ...................................................... $ 8,200,125 $ 5,580,753
=========== ===========
Supplemental disclosure of cash flow information:
Interest paid - -
Taxes paid - 1,248
</TABLE>
See accompanying notes to consolidated condensed financial statements
<PAGE>
U.S. WIRELESS CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements
have been prepared in accordance with generally accepted
accounting principles for the interim financial information
and the instructions to Form 10-QSB. Accordingly, they do not
include all the information and footnotes required by
generally accepted accounting principles for complete
financial statements. In the opinion of management, the
interim financial statements include all adjustments
considered necessary for a fair presentation of the Company's
financial position, results of operations and cash flows for
the six months ended September 30, 1999. These statements are
not necessarily indicative of the results to be expected for
the full fiscal year. These statements should be read in
conjunction with the financial statements and notes thereto
included in the Company's annual report Form 10-KSB for the
fiscal year ended March 31, 1999 as filed with the Securities
and Exchange Commission.
NOTE 2 - ORGANIZATION:
Consolidation of Labyrinth Communication Technologies Group, Inc.
In January 1998, the Company consummated the consolidation of
its subsidiary, Labyrinth with and into the Company. In
accordance with exchange offers submitted to the stockholders
of Labyrinth representing 49% minority interest in Labyrinth,
the Company exchanged 4,498,200 shares of its common stock for
490,000 shares of common stock of Labyrinth. The shares of
Common Stock issued in accordance with the exchange, are
subject to a vesting schedule.
In accordance with the provisions of Accounting Principles
Board ("APB") Opinion No. 16 and interoperations thereof, this
acquisition of minority interest was accounted for using the
purchase method of accounting.
Principles of Consolidation
The consolidated financial statements for the six months ended
September 30, 1999 include the accounts of the Company as well
as the Company's wholly owned subsidiary US Wireless
International, Inc. (USWI). The consolidated financial
statements for the year ended March 31, 1999 include the
accounts of the Company and Mantra. All significant
intercompany balances and transactions have been eliminated in
consolidation.
In July 1999, the Company formed U.S. Wireless International,
Inc.("USWI"), a foreign corporation to develop and operate its
overseas operations. Upon the formation of USWI, the Company
transferred its ownership interest in the joint venture
company, Wireless Technologies, Inc. ("WTI") formed with Anam
Instruments, Inc. to USWI. On July 19, 1999, the joint venture
consummated a $5 million investment from HanKang Restructuring
Fund, a Korean government-sponsored fund managed by Scudder
Kemper Investments. The WTI investment will be used to
complete the development and speed the U.S. deployment of
RadioCamera(TM), the Company's wireless caller location
system.
<PAGE>
U.S. WIRELESS CORPORATION AND SUBSIDARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 3 - EQUIPMENT, IMPROVEMENTS AND FIXTURES:
Equipment, improvements and fixtures, net at September 30,
1999 and March 31, 1999 consisted of the following:
<TABLE>
<CAPTION>
Sept. 30, March 31,
1999 1999
------------------ ------------------
<S> <C> <C>
Furniture, fixtures and equipment $ 895,959 $ 817,822
Less: accumulated depreciation and amortization (527,205) (436,205)
------------------ ------------------
$ 368,754 $ 381,617
============== ===============
</TABLE>
NOTE 4 - STOCK OPTIONS:
As of September 30, 1999 the Company has granted options to
purchase shares of Common Stock to officers, directors,
employees and consultants. The options granted to officers,
directors and employees for the most part vest over three
years, expire five years from the date of the grant and have
exercise prices ranging from $2 to $5 per share. Options
granted to consultants have varied vesting provisions,
including deliverables and time. Some do not have any vesting
provisions. As of September 30, 1999, there were options to
purchase up to an aggregate of approximately 5,000,000 shares
of Common Stock granted to executive officers, directors,
employees and consultants, subject to various vesting
schedules of which the right to purchase 3,900,000 shares were
vested and exercisable. Options to purchase 203,000 shares
have been exercised as of September 30, 1999.
The value of the options granted was established by the
difference between the exercise price and the fair market
value of the options issued on the dates of grant, were
accounted for as unearned compensation and amortized and
expensed over the related vesting periods. During each of the
three month periods ended September 30, 1999 and 1998,
$115,538 and $129,120 of unearned compensation were amortized
to expense respectively. For the six months ended September
30, 1999, $244,958 of unearned compensation was amortized to
expense. The balance of unearned compensation at September 30,
1999 was reduced to zero as reflected in the accompanying
balance sheet.
NOTE 5 - PRIVATE PLACEMENT
In March 1999, the Company commenced an undertaking to raise
additional capital in a private placement offering of its
securities. In April 1999, the Company received stockholders
approval for the offering. As of September 30, 1999 the
Company raised proceeds of $6,905,000 through the sale of
60,000 shares of the Company's newly created Series B
Preferred Stock and an aggregate of 554,254 shares of Common
Stock to certain investors, of which 405,000 shares were sold
to the Company's officers, directors and employees.
<PAGE>
U.S. WIRELESS CORPORATION AND SUBSIDARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 6 - YEAR 2000 COMPUTER ISSUE:
The Company does not believe that the impact of the year 2000
computer issued will have a significant impact on its
operations of 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 entity's failure to ensure year 2000 capability would
not have an adverse effect on the Company.
<PAGE>
U.S. WIRELESS CORPORATION AND SUBSIDIARY
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
Statements contained herein 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 risk and
uncertainties which could cause actual results to differ materially from those
projected.
Three months ended September 30, 1999 compared to the three months ended
September 30, 1998:
Consolidated operating expenses were $941,448 for the three months ended
September 30, 1999, compared to $1,227,465 for the three months ended September
30, 1998. Decreased operating expenses were primarily attributable to better
cost control by the Company and the costs of the development of the CDMA
RadioCamera being primarily borne by, WTI, the Company's international joint
venture.
Six months ended September 30, 1999 compared to the six months ended September
30, 1998:
Consolidated operating expenses were $2,346,306 during the six months ended
September 30, 1999, compared to $2,346,069 for the six months ended September
30, 1998. Operating expenses on a year to date basis were not significantly
different from the comparative period.
Capital Resources
At September 30, 1999, the Company reported working capital of $8,134,135. The
Company had $8,200,125 in cash and cash equivalents. Such amounts resulted
primarily from sales of the Company's securities in its 1999 private placement
offering in which the Company raised an aggregate of $6,905,000. During the
three months ended September 30, 1999, the Company earned no revenues from
operations.
Although the Company incurred a net loss of $2,101,329 during the six months
ended September 30, 1999, such amount includes $91,000 of depreciation expense.
As result of the above, the Company experienced a net increase in cash of
approximately $2,411,837 during the six months ended September 30, 1999.
Based on management's estimates, the Company's capital resources are expected to
meet cash requirements through at least March 31, 2000 for the continuation of
the Company's research, development and field trial operations. The Company will
require additional capital in order to implement its business strategy of
rolling out a nationwide network of the RadioCamera system. The Company is
assessing and evaluating the timing and resource requirements necessary to
implement this plan. Additionally, the Company continues the development of an
internet services platform that will interface with the nationwide location
"caches" enabling the Company and other vendors to build and offer applications
based on location sensitive applications.
<PAGE>
U.S. WIRELESS CORPORATION AND SUBSIDIARY
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND
RESULTS OF OPERATIONS
The Company is presently engaged in the testing of its AMPS, TDMA CDMA and iDEN
RadioCamera systems. Further, the Company is conducting field trials in several
major cities for its RadioCamera System and the Company is scheduled to build
additional field trial operations during the balance of this year. In addition,
the Company is developing an internet services platform that would allow
potential customers to visually monitor, locate and track a group of
subscribers.
The Company's strategy is to build a nationwide network, which will require
additional financing, capital expenditures, management and employees. The
Company expects that it will be required to purchase significant equipment and
have a significant increase in the number of Company employees during the next
twelve months.
If the Company's timetable for the continued develop, marketing, and building of
the Company's proposed nationwide location network exceeds current estimates,
the Company may require additional capital resources. The primary continuing
expenses associated with the testing and development of the RadioCamera and
Location Fingerprinting systems are expected to include officer, employee and
consultant salaries, the costs associated with manufacturing prototypes and the
costs of the Company's field operations.
Year 2000
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 an adverse impact on
the Company's operations. Furthermore, there can be no assurance that another
entity's failure to ensure year 2000 capability would not have an adverse effect
on the Company.
<PAGE>
PART II. Other Information
ITEM 1. Legal Proceeding: None
ITEM 2. Changes in Securities and Use of Proceeds:
1999 Private Placement
In March 1999, the Company commenced an undertaking to raise additional capital
in a private placement offering of its securities. In April 1999, the Company
received stockholders approval for the offering. As of June 30, 1999 the Company
raised proceeds of $6,405,000 through the sale of 60,000 shares of the Company's
newly created Series B Preferred Stock and 405,000 shares of Common Stock to the
Company's Employees. In July 1999, the Company consummated a placement of an
additional $500,000 through the sales of 149,254 shares of Common Stock,
increasing the offering proceeds to $6,905,000. The proceeds of the offering are
being used for general working capital purposes.
ITEM 3. Defaults Upon Senior Securities: None
ITEM 4. Submission of Matters to a Vote of Security Holders: None
ITEM 5. Other Information: None
ITEM 6. Exhibits and Reports on Form 8-K:
Exhibit 27.01 - Financial Data Schedule
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
U.S. Wireless Corporation
(Registrant)
November 10, 1999 By: \s\ Dr. Oliver Hilsenrath
Date Dr. Oliver Hilsenrath
Chief Executive Office
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
EXHIBIT 27.01
FINANCIAL DATA SCHEDULE
ARTICLE 5 OF REGULATION S-X
This schedule contains summary financial information extracted from the
financial statements for the three months ended September 30, 1999 and is
qualified in its entirety by reference to such statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> 6-mos
<FISCAL-YEAR-END> mar-31-2000
<PERIOD-END> sep-30-1999
<CASH> 8,200,125
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 8,506,299
<PP&E> 895,959
<DEPRECIATION> (527,205)
<TOTAL-ASSETS> 8,900,088
<CURRENT-LIABILITIES> 372,164
<BONDS> 0
0
1,300
<COMMON> 141,756
<OTHER-SE> 8,380,236
<TOTAL-LIABILITY-AND-EQUITY> 8,900,088
<SALES> 0
<TOTAL-REVENUES> 244,977
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 2,346,306
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (2,101,329)
<INCOME-TAX> 0
<INCOME-CONTINUING> (2,101,329)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (2,101,329)
<EPS-BASIC> (.15)
<EPS-DILUTED> (.15)
</TABLE>
