<PAGE>
As filed with the Securities and Exchange Commission on August 16, 1999
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NATIONAL WIRELESS HOLDINGS INC.
(Exact name of registrant as specified in its charter)
Delaware 13-3735316
(State or Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
249 ROYAL PALM WAY - SUITE 301
PALM BEACH, FLORIDA 33480
(Address of principal executive offices)
1993 STOCK OPTION PLAN
(Full title of the Plans)
TERRENCE S. CASSIDY
President
NATIONAL WIRELESS HOLDINGS INC.
249 Royal Palm Way - Suite 301
Palm Beach, Florida 33480
(561) 822-9933
(Name, address and telephone number, including area code, of agent for service)
with a copy to:
JAMES KARDON, Esq.
Hahn & Hessen LLP
350 Fifth Avenue
New York, New York 10118
(212) 946-0226
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Amount Maximum Aggregate Amount of
Title of Securities To Be Offering Price Offering Registration
To Be Registered Registered Per Share Price Fee
=============================================================================================================
<S> <C> <C> <C> <C>
Common Stock issuable
upon exercise of options
outstanding under certain
employee benefit plans 50,000 shares(1) $8.50(2) $425,000(3) $125.38
=============================================================================================================
</TABLE>
(1) Pursuant to the Registrant's Shareholder Rights Plan adopted in
December 1996, one Series A Preferred Stock purchase right is attached
to each share of Common Stock.
(2) In accordance with Rule 457(h) promulgated under the Securities Act of
1933, as amended ("Securities Act"), the exercise price payable for the
shares of Common Stock issuable upon exercise of outstanding options
granted pursuant to Benefit Plans and registered hereunder is as
follows: $8.50 (50,000 shares).
(3) The proposed maximum aggregate offering price is the sum of the
exercise prices of the options granted under 1993 Stock Option Plan
registered hereunder and outstanding as of August 3, 1999, in
accordance with Rule 457(h) promulgated under the Securities Act.
---------------------
In accordance with the provisions of Rule 462 promulgated under the
Securities Act, the Registration Statement will become effective upon filing
with the Securities and Exchange Commission.
---------------------
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
Item 2. Registrant Information and Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance
with Rule 428 under the Securities Act and the Note to Part I of the
Instructions to Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended ("Exchange Act"), are incorporated by reference
in this Registration Statement:
(1) Annual Report on Form 10-K for the year ended October 31,
1998;
(2) Quarterly Report on Form 10-Q filed June 14, 1999.
(3) Quarterly Report on Form 10-Q filed March 17, 1999.
(4) The description of the Company's (i) Common Stock contained in
the Company's registration statement on Form 8-A under the
Exchange Act (Filed March 8, 1994) and (ii) Series A Preferred
Stock Purchase Rights contained in the Company's Registration
Statement on Form 8-A, under the Exchange Act (Filed January
29, 1999).
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the respective date of filing of such documents. Any statement
contained in a document incorporated by reference herein is modified or
superseded for all purposes to the extent that a statement contained in this
Registration Statement or in any other subsequently filed document that is
incorporated by reference modifies or replaces such statement.
-3-
<PAGE>
Item 4. Description of Securities.
The Common Stock of the Registrant is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that such person is or was a director, officer, employee, or
agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit, or
proceeding if such person acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, had no
reasonable cause to believe that such person's conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that such person did not act in good faith and in a
manner that such person reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that such person's conduct was
unlawful.
In the case of an action by or in the right of the corporation, Section
145 empowers a corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action in
any of the capacities set forth above against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection with the
defense or settlement of such action or suit if such person acted in good faith
and in a manner such person reasonably believed to be in and not opposed to the
best interests of the corporation, except that indemnification is not permitted
in respect of any claim, issue, or matter as to which such person is adjudged to
be liable to the corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses that the Court of Chancery or such other court deems
proper. Section 145 further provides: that a Delaware corporation is required to
indemnify a director, officer, employee, or agent against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
with any action, suit, or proceeding or in defense of any claim, issue, or
matter therein as to which such person has been successful on the merits or
otherwise; that
-4-
<PAGE>
indemnification provided for by Section 145 shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled; that
indemnification provided for by Section 145 shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a
director, officer, employee, or agent and shall inure to the benefit of such
person's heirs, executors, and administrators; and empowers the corporation to
purchase and maintain insurance on behalf of a director or officer against any
such liability asserted against such person in any such capacity or arising out
of such person's status as such whether or not the corporation would have the
power to indemnify him against liability under Section 145. A Delaware
corporation may provide indemnification only as authorized in the specific case
upon a determination that indemnification of the director, officer, employee or
agent is proper in the circumstances because he has met the applicable standard
of conduct. Such determination is to be made (i) by the board of directors by a
majority vote of a quorum consisting of directors who were not party to such
action, suit, or proceeding, or (ii) if such a quorum is not obtainable, or,
even if obtainable a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion, or (iii) by the stockholders.
The Registrant's By-Laws and Article Tenth of its Certificate of
Incorporation, as amended, provide for indemnification of directors and officers
of the Registrant to the fullest extent permitted by law, as now in effect or
later amended. Article VI of the Registrant's By-Laws provides that expenses
incurred by an officer or director in defending a civil or criminal action,
suit, or proceeding may be paid by the Registrant in advance of final
disposition upon receipt of an undertaking by or on behalf of such person to
repay such amount if it ultimately is determined that such person is not
entitled to be indemnified by the Registrant.
The Registrant currently provides liability insurance for each director
and certain officers for certain losses arising from claims or charges made
against them while acting in their capacities as directors or officers of the
Registrant.
Article Ninth of the Registrant's Certificate of Incorporation, as
amended, eliminates the personal liability of the directors of the Registrant to
the fullest extent permitted by the provisions of Section 102 of the Delaware
General Corporation Law, as the same may be amended and supplemented.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description
----------- -----------
4.1 Form of stock option agreement between the Registrant
and the option holder.
4.2 Schedule of Option Grants (filed herewith).
-5-
<PAGE>
5.1 Opinion of Hahn & Hessen LLP (filed herewith)
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountant for Registrant (filed herewith)
23.2 Consent of Hahn & Hessen LLP (included in Exhibit
5.1) (filed herewith)
24.1 Power of Attorney (included on the signature page
hereto)
Item 9. Undertakings.
(a) 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;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement
(or the most recent 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the Registration Statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, 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 that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
-6-
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing procedures, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
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 Registrant 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 Securities Act and will be governed by the final
adjudication of such issue.
-7-
<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
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on this 13th day of
August, 1999.
NATIONAL WIRELESS HOLDINGS INC.
By: /s/ Terrence S. Cassidy
-------------------------------------------
Terrence S. Cassidy
President and Chief Executive Officer
-8-
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Terrence S. Cassidy and Michael J.
Specchio his true and lawful attorneys-in-fact and agents, each acting alone,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all amendments to
this Registration Statement, including post-effective amendments, and to file
the same, with all exhibits thereto, and all documents in connection therewith,
with the Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, and hereby ratifies and
confirms all that said attorneys-in-fact and agents, each acting alone, or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ Terrence S. Cassidy
- ------------------------------------
Terrence S. Cassidy Director August 5, 1999
/s/ Thomas R. DiBenedetto
- ------------------------------------
Thomas R. DiBenedetto Director August 5, 1999
/s/ Louis B. Lloyd
- ------------------------------------
Louis B. Lloyd Director August 5, 1999
/s/ Michael A. McManus, Jr.
- ------------------------------------
Michael A. McManus, Jr. Director August 5, 1999
/s/ Michael J. Specchio
- ------------------------------------
Michael J. Specchio Director August 5, 1999
-9-
<PAGE>
EXHIBITS
Exhibit No. Description
----------- -----------
4.1 Form of stock option agreement between the Registrant
and the option holder (filed herewith).
4.2 Schedule of Option Grants (filed herewith).
5.1 Opinion of Hahn & Hessen LLP (filed herewith)
23.1 Consent of PricewaterhouseCoopers LLP, independent
accountant for Registrant (filed herewith)
23.2 Consent of Hahn & Hessen LLP (included in Exhibit
5.1) (filed herewith)
24.1 Power of Attorney (included on the signature page
hereto)
-10-
<PAGE>
Exhibit 4.1
NATIONAL WIRELESS HOLDINGS INC.
STOCK OPTION AGREEMENT
THIS AGREEMENT, made and entered into as of the 15th day of September,
1994 (the "Date of Grant") between NATIONAL WIRELESS HOLDINGS INC., a Delaware
corporation (herein called the "Corporation"), and Timothy Mathews (herein
called the "Optionee").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, under the terms and conditions hereinafter stated, the
Corporation hereby grants to the Optionee pursuant to the National Wireless
Holdings Inc. 1993 Stock Option Plan (the "Plan") an option (the "Option") to
purchase 50,000 shares of the Corporation's common stock, $.01 par value per
share ("Common Stock") at an exercise price of $8.50 per share, subject to
adjustment as provided in Paragraph 8 hereof.
NOW, THEREFORE, the Corporation and the Optionee agree as follows:
1. TERM. The term of the Option shall commence on September 15, 1994,
and shall terminate at 5:00 P.M., E.S.T., on September 15, 1999.
2. EXERCISE. The Option may be exercised in whole or in part in
accordance with the following schedule: up to 10,000 shares upon and after the
date hereof; up to an additional 10,000 shares upon and after one year from the
date hereof; up to an additional 10,000 shares upon and after two years from the
date hereof; up to an additional 10,000 shares upon and after three years from
the date hereof; and up to the balance of 10,000 shares upon and after four
years from the date hereof. The method for exercise described in this Paragraph
shall be the sole method of such exercise. The Optionee may exercise the Option
by delivery to the Corporation of written notice providing: (i) the name of the
Optionee; (ii) the address to which Common Stock certificates are to be mailed;
(iii) an identification of the Option being exercised by reference to the date
first written above; and (iv) the number of shares of Common Stock subject to
such Option. Such notice shall be accompanied by a certified check payable to
the Corporation in the amount of the product of $8.50 times the number of shares
with respect to which the Option is being exercised, and shall be delivered in
person or shall be sent by registered mail, return receipt requested, to the
President of the Corporation. The Option shall be considered exercised on the
date the notice and payment are delivered to the President of the Corporation or
deposited in the mail, as the case may be. As promptly as practicable after
receipt of such notice and payment, the Corporation shall deliver to the
Optionee a certificate or certificates for the number of shares of Common Stock
with respect to which the Option has been so executed, issued in the Optionee's
name. Such delivery shall be deemed effected for all purposes when a
<PAGE>
stock transfer agent of the Corporation shall have deposited such certificate or
certificates in the United States mail, addressed to the Optionee, at the
address specified in the notice.
3. TRANSFERABILITY OF OPTIONS. The Option shall not be transferable by
the Optionee otherwise than by will or under the laws of descent and
distribution. The Option shall be exercisable during the lifetime of the
Optionee only by the Optionee, the Optionee's guardian or the Optionee's legal
representative.
4. TERMINATION OF AFFILIATION. The Option shall terminate ninety (90)
days following the date that the Optionee ceases to be an employee of the
Corporation. In the event of the death of the Optionee, the executors,
administrators or any person or persons to whom the Option may be transferred by
will or by the laws of descent and distribution shall have the right to exercise
the Option only within the period of one year next succeeding the Optionee's
death.
5. REQUIREMENTS OF LAW. The Corporation shall not be required to sell
or issue Common Stock under the Option if the issuance of such Common Stock
would constitute a violation by the Optionee or the Corporation of any
provisions of any state or federal law, rule or regulation. In addition, in
connection with the Securities Act of 1933 (as now in effect or hereafter
amended), upon exercise of the Option, the Corporation shall not be required to
issue such Common Stock unless the Corporation has received evidence
satisfactory to it to the effect that the Optionee will not transfer such shares
except pursuant to a registration statement in effect under such Act, or unless
an opinion of counsel to the Corporation has been received by the Corporation to
the effect that such registration is not required. Any determination in this
connection by the Corporation shall be final, binding and conclusive. In the
event the shares issuable on exercise of the Option are not registered under the
Securities Act of 1933, the Corporation may imprint the following legend or any
other legend which counsel for the Corporation considers necessary or advisable
to comply with the Securities Act of 1933:
"The shares of stock represented by this certificate have not
been registered under the Securities Act of 1933 or under the securities laws of
any state and may not be sold or transferred except upon such registration or
upon receipt by the Corporation of an opinion of counsel satisfactory to the
Corporation, in form and substance satisfactory to the Corporation, that
registration is not required for such sale or transfer."
The Corporation may, but shall in no event be obligated to, register
any securities covered hereby pursuant to the Securities Act of 1933 (as now in
effect or as hereafter amended); and in the event any shares are so registered
the Corporation may remove any legend on certificates representing such shares.
The Corporation shall not be obligated to take any other affirmative action in
order to cause the exercise of the Option or the issuance of shares pursuant
thereto to comply with any state or federal law, rule or regulation.
6. NO RIGHTS AS STOCKHOLDER. The Optionee shall have no rights as a
stockholder with respect to Common Stock covered by the Option until the date of
issuance to the Optionee of a stock certificate for such Common Stock; and,
except as otherwise provided in Paragraph 9 hereof, no adjustment for dividends
or otherwise shall be made if the record date thereof is prior to the date of
issuance of such certificate.
-2-
<PAGE>
7. EMPLOYMENT OBLIGATION. The granting of the Option shall not impose
upon the Corporation any obligation to employ or become affiliated with or
continue to employ or be affiliated with the Optionee. The right of the
Corporation to terminate the employment of or its affiliation with the Optionee
or any other person shall not be diminished or affected by reason of the fact
that the Option has been granted to the Optionee.
8. CHANGES IN THE CORPORATION'S CAPITAL STRUCTURE. The existence of the
Option shall not affect in any way the right or power of the Corporation or its
stockholders to make or authorize any or all adjustments, recapitalization,
reorganizations or other changes in the Corporation's capital structure or its
business, or any merger or consolidation of the Company, or any issue of bonds,
debentures, preferred or prior preference stock ahead of or affecting Common
Stock or the rights thereof, or the dissolution or liquidation of the
Corporation, or any sale or transfer of all or any part of its assets or
business or any other corporate act or proceeding, whether of a similar
character or otherwise. Except as hereinafter expressly provided, the issuance
by the Corporation of shares of Common Stock of any class, for cash or property,
or for labor or services, either upon direct sale or upon the exercise of rights
or warrants to subscribe therefor, or upon conversion of shares or obligations
of the Corporation convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with respect to, the
number, class or price of shares of Common Stock then subject to the Option.
(a) CAPITAL READJUSTMENTS. If the Corporation effects a
subdivision or consolidation of shares or other capital readjustment, the
payment of a stock dividend, or other increase or reduction of the number of
shares of Common Stock outstanding, without receiving compensation therefor in
money, services or property, the number, class and per share option price of
Common Stock subject to the Option hereunder shall be appropriately adjusted in
such a manner as to entitle the Optionee to receive upon exercise of the Option,
for the same aggregate cash consideration, the same total number and class of
shares as the Optionee would have received had the Optionee exercised the Option
in full immediately prior to the event requiring the adjustment.
(b) MERGERS, ETC. If (i) the Corporation is a party to a
merger, consolidation or similar transaction (whether or not the Corporation is
the surviving corporation), or the Corporation is liquidated, or the Corporation
sells or otherwise disposes of substantially all its assets, and (ii) in such
transaction the holders of Common Stock exchange their Common Stock for shares
of stock or for other securities (the "Transaction Securities") of the
Corporation or another corporation, receive additional Common Stock or other
securities, or surrender a portion of their Common Stock, then:
(1) Except as provided in Paragraph 8(b)(2) hereof,
the Optionee shall be entitled, in lieu of the Option, to an Option or Options
to purchase Transaction Securities in an amount (if any) equal to the
Transaction Securities that the Optionee would have received if the Optionee had
exercised the Option in full and held the shares of Common Stock to which the
Option related at the time of such transaction. The option price per share or
other unit of such Transaction Securities shall be determined by dividing the
option price per share of Common Stock subject to the Option by the number of
shares or other units (or the fraction of a share or
-3-
<PAGE>
other unit) of Transaction Securities into which each share of Common Stock is
converted or for which Common Stock is exchanged in such transaction.
(2) Notwithstanding any other provision hereof, the
Board of Directors of the Corporation may cancel the Option as of the effective
date of any transaction described in clause (i) of this Paragraph 8(b); provided
that (A) notice of such cancellation shall have been given to the Optionee at
least thirty (30) days before the effective date of such transaction, and (B)
the Optionee shall have the right to exercise the Option in full during the
thirty (30) day period immediately preceding the effective date of such
transaction.
9. WITHHOLDING AND REPORTING. The Corporation's obligation to deliver
shares of Common Stock or to make any payment upon the exercise of the Option
shall be subject to applicable federal, state and local tax withholding and
reporting requirements.
10. SUBJECT TO PLAN. The Option is subject to all the terms,
conditions, limitations and restrictions contained in the Plan, which shall be
controlling in the event of any conflicting or inconsistent provisions.
11. INTERPRETATION OF AGREEMENT; GOVERNING LAW. The Option granted
pursuant hereto is not intended to be an "incentive stock option" within the
meaning of the Internal Revenue Code of 1986, as amended. This Agreement shall
be construed and enforced in accordance with, and governed by, the laws of the
State of New York.
NATIONAL WIRELESS HOLDINGS INC.
By: /s/ Terrence S. Cassidy
--------------------------------------
Terrence S. Cassidy, President
The optionee hereby accepts and agrees to be bound by all terms and
conditions hereof.
/s/ Timothy Mathews
- -------------------------------------
Timothy Mathews
Date: September 15, 1994
-4-
<PAGE>
Exhibit 4.2
NATIONAL WIRELESS HOLDINGS INC
1993 Stock Option Plan
August 3, 1999
<TABLE>
<CAPTION>
Name of Option Holder(1) Date of Grant No of Shares Exercise Price Total Exercise Price
- ----------------------------- ----------------- ---------------- ----------------- --------------------
<S> <C> <C> <C> <C>
Mathews, Timothy 9/15/94 50,000 $8.50 $425,000
</TABLE>
- ---------------
(1) Other options granted under this Benefit Plan have not been registered
hereunder.
<PAGE>
Exhibit 5.1
HAHN & HESSEN LLP
350 Fifth Avenue
New York, NY 10118
August 13, 1999
NATIONAL WIRELESS HOLDINGS INC.
249 Royal Palm Way - Suite 301
Palm Beach, FL 33480
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as counsel to you in connection with the offering by
National Wireless Holdings Inc. (the "Company"), of up to 50,000 shares of the
Company's Common Stock, $.01 par value per share (the "Shares") and Series A
Preferred Stock Purchase Rights associated with the Shares, pursuant to an
option (the "Registered Option") outstanding under the Company's 1993 Stock
Option Plan.
In such capacity, we have examined, among other documents, the plan and
the form of the Stock Option Agreement between the Company and the grantee of
the Registered Option, copies of the Certificate of Incorporation, as amended,
and By-Laws, as amended, of the Company, and copies of resolutions adopted by
the Company's Board of Directors relating to the authorization and sale of the
Shares. We have assumed that the Stock Option Agreement between the Company and
the grantee of the Registered Option is in the same form as the form of Stock
Option Agreement we examined. In addition, we have examined and relied upon, to
the extent we deemed such reliance proper, certificates of officers and
directors of the Company, certificates of certain public officials and such
other records and documents as we have considered necessary and proper in order
that we may render the opinion hereinafter set forth. We have assumed the
authenticity of such Certificate of Incorporation, as amended, By-Laws, as
amended, resolutions, certificates, records and other documents examined by us
and the correctness of all statements of fact contained therein, and nothing has
come to our attention that indicates that such documents and other items are not
authentic or correct. With respect to such examination, we have assumed the
genuineness of all signatures appearing on all documents presented to us as
originals and the conformity to originals of all documents presented to us as
conformed or reproduced documents. We have not examined the certificates for the
Shares other than specimens thereof.
We express no opinion as to the applicability of, compliance with or
effect of federal law or the law of any jurisdiction other than the General
Corporation Law of the State of Delaware. For purposes of our opinion set forth
below, we have assumed that the per share consideration paid for the Shares will
exceed the par value of a share of Common Stock and that there will be
<PAGE>
an adequate number of shares of authorized Common Stock available for issuance
at the time of the issuance of any Shares.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, when issued and delivered against payment therefor, as
contemplated by the Stock Option Agreement, will be validly issued and fully
paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the use of our name as your counsel, and to all
references made to us in the Registration Statement. In giving this consent, we
do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act, or the rules and regulations
promulgated thereunder.
It is understood that this opinion is to be used only in connection
with the issuance and sale of the Shares while the Registration Statement is in
effect.
This opinion is being delivered to you solely for your benefit and may
not be relied upon in any manner by any other person.
Very truly yours,
/s/ Hahn & Hessen LLP
----------------------------
HAHN & HESSEN LLP
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-8 of our report dated December 17, 1998 relating to the
financial statements which are included in the National Wireless Holdings
Inc. Annual Report on Form 10-K for the year ended October 31, 1998.
/s/ PRICEWATERHOUSECOOPERS LLP
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PRICEWATERHOUSECOOPERS LLP
New York, New York
August 13, 1999
