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FORM 10-K/A
AMENDMENT NO. 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 1997
Commission file number 0-23598
NATIONAL WIRELESS HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3735316
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(State or other jurisdiction of incorporation) (IRS Employer Identification No.)
249 Royal Palm Way, Suite 301, Palm Beach, Florida 33480
(Address of principal executive offices and zip code)
(407) 822-9933
(Registrant's telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act: Common Stock, $.01
Par Value
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statement
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X .
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The aggregate market value of the voting stock held by non-affiliates of
the registrant was approximately $34,500,000 as of January 26, 1998 based upon
the last sales price per share of the Registrant's Common Stock, as reported on
the Nasdaq Small Cap Market on such date. As of January 26, 1998, 3,283,000
shares of Common Stock, $.01 par value per share, of the Registrant were
outstanding.
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TABLE OF CONTENTS
The Table of Contents is replaced in its entirety as follows:
TABLE OF CONTENTS
Page
Part I
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Item 1. Business 3
Item 2. Properties 10
Item 3. Legal Proceedings 10
Item 4. Submission of Matters to a Vote of Security Holders 10
Part II
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Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters 11
Item 6. Selected Financial Data 11
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 12
Item 8. Consolidated Financial Statements 15
Item 9. Changes in and Disagreements
on Accounting and Financial Disclosure 16
Part III
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Item 10. Directors and Executive Officers of the Registrant 16
Item 11. Executive Compensation 16
Item 12. Security Ownership of Certain Beneficial Owners and
Management 16
Item 13. Certain Relations and Related Transactions 16
Part IV
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Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K 17
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PART III
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Part III is inserted as follows:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
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The information required by this item with respect to the executive
officers and directors of the Company is incorporated herein by reference to the
sections entitled "Executive Officers of the Company and Election of Directors"
in the Company's definitive proxy statement for its Annual Meeting of
Stockholders to be held in April 1998.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item with respect to executive
compensation is incorporated herein by reference to the section entitled
"Executive Compensation" in the Company's definitive proxy statement for its
Annual Meeting of Stockholders to be held in April 1998.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item with respect to executive
compensation is incorporated herein by reference to the section entitled
"Security Ownership of Directors and Executive Officers" in the Company's
definitive proxy statement for its Annual Meeting of Stockholders to be held in
April 1998.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference
to the section entitled "Certain Transactions" in the Company's definitive proxy
statement for its Annual Meeting of Stockholders to be held in April 1998.
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SIGNATURES
The Signatures section is replaced in its entirety as follows:
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
NATIONAL WIRELESS HOLDINGS INC.
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(Registrant)
Date: January 29, 1998 By: /s/ Terrence S. Cassidy
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Terrence S. Cassidy, Principal Executive Officer,
Principal Financial Officer and
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Principal Accounting Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Title Date
/s/ Terrence S. Cassidy
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Terrence S. Cassidy Director January 29, 1998
/s/ Thomas R. DiBenedetto
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Thomas R. DiBenedetto Director January 29, 1998
/s/ Louis B. Lloyd
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Louis B. Lloyd Director January 29, 1998
/s/ Michael A. McManus, Jr.
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Michael A. McManus, Jr. Director January 29, 1998
/s/ Michael J. Specchio
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Michael J. Specchio Director January 29, 1998
