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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, 1999
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 (IRS Employer Identification No.)
of incorporation)
249 Royal Palm Way, Suite 301, Palm Beach, Florida 33480
(Address of principal executive offices and zip code)
(561) 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
Rights to Purchase Series A Junior Preferred Stock
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 / /
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/
The aggregate market value of the voting stock held by non-affiliates of the
registrant was approximately $67,600,000 as of February 23, 2000, 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
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of February 23, 2000, 3,333,000 shares of Common Stock, $.01 par value, of the
Registrant were outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
None. National Wireless Holdings, Inc. hereby amends its Annual Report on Form
10-K for the year ended October 31, 1999, filed with the Commission on January
31, 2000, by adding the information required by Part III (Items 10, 11, 12, 13
and 14).
PART III
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Part III is inserted as follows:
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Terrence S. Cassidy, 57, has been President, Chief Executive Officer and a
director of the Company since its incorporation in August 1993. He has been an
independent financial consultant since 1988. Prior to 1988, he served as a Vice
President and principal of Allen & Company Incorporated, an investment banking
firm, for 15 years with a concentration in communications. Prior to 1973, he
served as co-director of research at Shields & Company, a brokerage firm. Mr.
Cassidy was a director of Preferred Entertainment, Inc. ("Preferred
Entertainment"), an operator of a wireless cable system in Chicago, from August
1993 to January 1995. Mr. Cassidy is a director of Absolute Bank, a Republic of
Georgia bank.
Thomas R. DiBenedetto, 50, has been a director of the Company since October
1993. Since 1992, he has been President of Junction Investors, Ltd., an
investment banking firm based in Boston, Massachusetts. From 1989 until April
1993, he was Chairman of Sioux Falls Cellular Communications, Inc. and, from
1989 to February 1993, Chairman of Oklahoma Cellular, Inc., both cellular
telephone companies. From 1982 to 1992, he was President of Boston International
Group Securities Corporation, a broker-dealer. He has been, since 1985, a
director of Alexanders, Inc., a retailing and real estate company which emerged
from bankruptcy in 1994 pursuant to a plan of reorganization which provides for
full payment to all creditors. He is also a director of Showscan Corporation, a
multi-media entertainment company, and Absolute Bank, a Republic of Georgia
bank.
Louis B. Lloyd, 57, has been a director of the Company since October 1993. Since
December 1994 he has been Chairman of Absolute Bank, a Republic of Georgia
bank. Since April 1996, he has been President of Belfinance Securities, Inc., a
broker-dealer. He was President and Chief Executive Officer of Republic New York
Securities Corporation, a brokerage firm subsidiary of Republic New York
Corporation, from 1991 to 1994. For more than five years prior to joining
Republic, Mr. Lloyd was a Senior Executive Vice President of Shearson Lehman
Brothers in its Worldwide Institutional Equity Trading and Sales Departments.
Since 1992 he has been Co-Chairman of Antigua Enterprises, an apparel company.
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Michael A. McManus, Jr., 56, has been a director of the Company since October
1994. He has been President and CEO of Misonix Inc., a medical device company,
since November, 1998. He was President and Chief Executive Officer of New York
Bancorp Inc. ("NYBI") from 1991 to 1998, a director of NYBI from 1990 to 1998
and a director and Vice Chairman of Home Federal Savings Bank, NYBI's
subsidiary, from 1991 to 1998. He is also a director of Document Imaging System
Corp., Haven Bancorp., and Novavax Inc. He has served in numerous government
capacities, including Assistant to the President of the United States from
1982 to 1985 and as Special Assistant to the Secretary of Commerce during
the Ford Administration.
Michael J. Specchio, 53, has been Chairman and a director of the Company since
September 1993. He has over 20 years of senior executive experience in the
hardwire cable, private cable and wireless cable industries. He was active in
the founding of the Wireless Cable Association and currently serves as a member
of its Board of Directors. Prior to 1995, for more than five years, Mr. Specchio
served as Chief Executive Officer of various of the predecessors of Preferred
Entertainment (now a subsidiary of Sprint Corp.), all engaged in the development
of private wireless cable businesses. From 1992 until May 1994, Mr. Specchio was
Chairman of Preferred Entertainment and, from August 1993 to January 1995, a
director of Preferred Entertainment.
Timothy A. Mathews, 37, has served as the Company's Executive Vice President -
Technology since September 1995. For more than seven years prior to that time,
he served in a variety of managerial capacities for other pay television
companies, including in construction, technical, supervisory, contractor,
marketing and installation capacities. From August 1993 to August 1994, he was
Vice President of Operations of Preferred Entertainment.
Paul J. Sinderbrand, 46, has been Executive Vice President and General Counsel
of the Company since September 1993. He is a partner of Wilkinson, Barker,
Knauer & Quinn, a Washington, D.C. law firm, where he concentrates on
communications law and represents a variety of wireless communications
providers. Prior to 1995, Mr. Sinderbrand was a partner at Sinderbrand &
Alexander, a Washington, D.C. law firm. During his 20 years as a practicing
attorney he has participated in major regulatory proceedings involving wireless
cable television and drafted many regulations which now govern the industry,
including the proposal pursuant to which the FCC established wireless cable
television.
ITEM 11. EXECUTIVE COMPENSATION
The following table sets forth information as to compensation paid
by the Company and its subsidiaries for the fiscal years ended October 31,
1997, 1998 and 1999 to each of the directors and executive officers of the
Company:
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<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
(a) (b) (c) (d) (e) (f)
Name and Principal Position Year Salary($) Bonus($) Long Term All Other
---- ------ ----- Compensation Compensation
Awards ------------
------ ($)
Securities
Underlying
Options(#)
-------
<S> <C> <C> <C> <C> <C>
Terrence S. Cassidy,
President and Chief
Executive Officer 1999 220,000 --- --- ---
1998 220,000 --- --- ---
1997 220,000 200,000 50,000 ---
Michael J. Specchio,
Chairman 1999 180,000 --- --- ---
1998 180,000 --- --- ---
1997 180,000 200,000 50,000 ---
Paul J. Sinderbrand Executive
Vice President and General
Counsel 1999 (1) --- --- ---
1998 (1) --- --- ---
1997 (1) --- --- ---
Timothy Mathews,
Executive Vice
President - Technology 1999 120,000 --- --- ---
1998 120,000 --- --- ---
1997 120,000 --- --- ---
</TABLE>
(1) The Company paid Wilkinson, Barker, Knauer & Quinn, of which Mr.
Sinderbrand is a partner, approximately $18,025 for services rendered to
the Company in fiscal 1998 and approximately $4,785 for services rendered
to the Company in fiscal 1999.
Options Grants and Exercises
No options were granted in fiscal 1999. On August 18, 1999, Timothy
Mathews exercised options to purchase 50,000 shares of the Company's
Common Stock, at an exercise price of $8.50 per share.
Director Compensation
Each director who is not a full-time employee of the Company or one
of its subsidiaries receives $5,000 per year for services rendered as a
director, $500
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for each board meeting attended and $500 for each committee meeting attended.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table lists the number of shares of Common Stock
beneficially owned by those known by the Company to own beneficially 5% or more
of the Common Stock, all the directors, each executive officer listed in the
table under the caption "Executive Compensation" and all directors and executive
officers of the Company as a group. On February 23, 2000, there were 3,333,000
shares of Common Stock outstanding.
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address Beneficial Ownership+ Percent of Class
- ------------------------------------------------- -------------------- ---------
<S> <C> <C>
Terrence S. Cassidy 509,000(1) 15.0%
249 Royal Palm Way, Suite 301
Palm Beach, Florida 33480
Thomas R. DiBenedetto 10,000 *
249 Royal Palm Way, Suite 301
Palm Beach, Florida 33480
Louis B. Lloyd 10,000 *
156 W. 56th Street
New York, New York 10019
Michael A. McManus, Jr. 13,000 *
100 White Plains Road
Bronxville, New York 10708
Michael J. Specchio 283,000(2) 8.4%
233 Garrard Drive
Rantoul, Illinois 61866
Timothy Mathews 50,140 1.5%
233 North Garrard
Rantoul, Illinois 61866
Paul Sinderbrand 50,966 1.5%
2300 N Street NW, Suite 700
Washington, DC 20037-1128
All officers and directors as a group (seven persons) 926,106(1)(2) 27.0%
Astoria Capital Partners, L.P. 404,700(3) 12.1%
</TABLE>
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<TABLE>
<S> <C> <C>
6600 SW 92nd Avenue, Suite 370
Portland, Oregon 97223
Avenir Corporation 277,450(4) 8.3%
1725 K Street, NW Suite 410
Washington, D.C. 20006
Nicholas Applegate Capital Management 168,100(5) 5.0%
600 West Broadway, 29th Floor
San Diego, California 92101
Laurence S. Zimmerman 201,250 (6) 6.0%
156 West 56th Street, Suite 2001
New York, New York 10019
</TABLE>
+ The number of shares beneficially owned is deemed to include shares of the
Company's Common Stock as to which the beneficial owner has or shares either
investment or voting power. Unless otherwise stated, and except for voting
powers held jointly with a person's spouse, the persons and entities named in
the table have voting and investment power with respect to all shares of Common
Stock shown as beneficially owned by them. All information with respect to
beneficial ownership is based on filings made by the respective beneficial
owners with the Securities and Exchange Commission (the "SEC") or information
provided to the Company by such beneficial owners.
* Less than 1%.
(1) Includes 50,000 shares currently issuable upon exercise of an option, and
50,000 shares owned by a family trust, of which Mr. Cassidy disclaims
beneficial ownership of 25,000 shares.
(2) Includes 50,000 shares owned by a family trust and 10,000 shares held by
a foundation for which Mr. Specchio serves as a director, as to all of
which shares Mr. Specchio disclaims beneficial ownership. Also includes
50,000 shares currently issuable upon exercise of an option.
(3) Includes 404,700 shares which Astoria Capital Partners, L.P. ("ACP") has
the sole power to vote or to direct the vote and sole dispositive power, as
reported on its most recent Schedule 13G.
(4) Includes 277,450 shares which Avenir Corporation ("AC") has the sole power
to vote or to direct the vote and sole dispositive power, as reported on
its most recent Schedule 13G.
(5) Includes 168,100 shares which Nicholas Applegate Capital Management
("NACM") has sole power to vote or to direct the vote and sole dispositive
power, as reported on its most recent Schedule 13G.
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(6) Includes, in addition to 42,700 shares owned individually by Laurence S.
Zimmerman, (a) 10,000 shares owned by LHC Communications LLC, of which Mr.
Zimmerman is the sole member, (b) 147,550 shares owned by Kimlar Consulting
Corp., of which Mr. Zimmerman and his spouse are the only stockholders,
directors and officers, and (c) an aggregate of 1,000 shares owned by Mr.
Zimmerman's two minor children.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Any current transactions between the Company, and its officers,
directors and principal stockholders or any affiliates thereof are, and in the
future such transactions will be, on terms no less favorable to the Company than
could be obtained from unaffiliated third-parties.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this report:
1. Exhibit list.
The following exhibits were previously filed as indicated or
are filed herewith.
3.1(1) Certificate of Incorporation and By-laws of Registrant. See
Exhibit 4-3-Exhibit A.
3.1(a)(3) Amendment to By-Laws, dated June 29, 1995.
3.1(a)(9) Amendment to Certificate of Incorporation, dated June 10, 1997.
3.1(b)(9) Amendment to By Laws, dated June 10, 1997.
3.1(c)(14) Amendment to By-Laws, dated February 10, 2000
4(6) Rights Agreement, dated as of December 12, 1996, between
National Wireless Holdings Inc. and Continental Stock Transfer
and Trust Company, as Rights Agent, which includes as Exhibit A
the Form of Certificate of Designations designating the
relative rights, preferences and limitations of the Series A
Junior Preferred Stock, as Exhibit B the Form of Right
Certificate, and as Exhibit C the Summary of Rights to Purchase
Preferred Shares.
4.1(2) Specimen of Common Stock Certificate.
4.2(1) Form of Representative Warrant Agreement with form of
Representative's Warrant attached.
10.1(1) Terrence S. Cassidy Employment Agreement, dated September 22,
1993.
10.3(1) Withdrawn.
10.4(1) Registrant's 1993 Stock Option Plan.
10.6 Withdrawn.
10.28 Withdrawn.
10.29 Withdrawn.
10.30 Withdrawn.
10.33 Withdrawn.
10.34 Withdrawn.
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10.35(4) Withdrawn.
10.36 Withdrawn.
10.37(a)(5) Severance Benefit Agreement, dated December 12, 1996, with
Terrence S. Cassidy.
10.37(b)(5) Severance Benefit Agreement, dated December 12, 1996, with
Michael J. Specchio.
10.38(6) Press Release, dated February 27, 1997.
10.38(7) Consulting Agreement, dated February 28, 1997, with Michael J.
Specchio, Inc.
10.39(8) Consulting Agreement, dated April 1, 1997, between the
registrant and BellSouth Wireless Cable, Inc.
10.40(9) Form of Director Indemnification Agreement.
10.41(a) Withdrawn.
10.41(b) Withdrawn.
10.42(9) 1997 Equity Incentive Plan.
10.43(9) Restated Stockholders Agreement, dated September 10, 1997,
between the Company, Joseph D. Truscelli and Electronic Data
Submission Systems, Inc.
10.45(11) Subscription Agreement, dated March 4, 1998, between the
Company, Joseph D. Truscelli, and Electronic Data Submissions
Systems, Inc.
10.47 Loan Documentation relating to the EDSS Credit Facility.
(a) Restated Loan Agreement12.
(b) Note12.
(c) Amendment No. 113.
(d) Bridge Note13.
21(10) Subsidiaries of Registrant.
(b) Reports on Form 8-K: Not applicable.
A Definitive Proxy Statement for the Annual Meeting of Stockholders to be held
in April 2000 will be filed by amendment.
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(1) - Filed with the initial filing of the Registrant's Registration Statement
on Form S-1, File No. 33-7914.
(2) - Filed with Amendment No. 3 to the Registrant's Registration Statement.
(3) - Filed with Form 10-Q for the Quarter ended July 31, 1995.
(4) - Filed with Form 10-K for the Fiscal Year ended October 31, 1995.
(5) - Filed with Form 8-K dated December 12, 1996.
(6) - Filed with Form 8-K dated February 26, 1997.
(7) - Filed with Form 10-Q for the Quarter ended January 31, 1997.
(8) - Filed with Form 10-Q for the Quarter ended April 30, 1997.
(9) - Filed with Form 10-Q for the Quarter ended July 31, 1997.
(10) - Filed with Form 10-K for the Fiscal Year ended October 31, 1997.
(11) - Filed with Form 10-Q for the Quarter ended January 31, 1998.
(12) - Filed with Form 10-Q for the Quarter ended April 30, 1999.
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(13) - Filed with Form 10-K for the Fiscal Year ended October 31, 1999.
(14) - Filed herewith.
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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: February 25, 2000 /s/ Terrence S. Cassidy
Terrence S. Cassidy, Principal Executive
Officer, Principal Financial Officer and
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
Terrence S. Cassidy Director February 25, 2000
/s/ Thomas R. DiBenedetto
Thomas R. DiBenedetto Director February 25, 2000
/s/ Louis B. Lloyd
Louis B. Lloyd Director February 25, 2000
/s/ Michael A. McManus, Jr.
Michael A. McManus, Jr. Director February 25, 2000
/s/ Michael J. Specchio
Michael J. Specchio Director February 25, 2000
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Exhibit 3.1(c)
NATIONAL WIRELESS HOLDINGS INC.
AMENDMENT TO BY-LAWS
On February 10, 2000 by action of the Board of Directors, Section 2.03
of the Corporation's By-Laws was amended in its entirety to read as follows:
"Section 2.03. ELECTION AND TERM OF DIRECTORS. The Directors shall be
appointed initially by the incorporator. All members of the Board of Directors
shall be classified, with respect to the time for which they each hold office,
into three classes, as nearly equal in number as possible, as determined by the
incorporator or incorporators. One class shall originally be elected for an
initial one year term expiring at the annual meeting of stockholders to be held
in 1998, another class shall be originally elected for an initial two year term
expiring at the annual meeting of stockholders to be held in 1999, and another
class shall be originally elected for an initial three year term expiring at the
annual meeting of stockholders to be held in 2000, with each member of each
class to hold office until a successor is elected and qualified or until his
earlier resignation or removal. Thereafter, at each annual meeting of
stockholders, the successors of the class of directors whose term expires at
that meeting shall be elected to hold office for a three year term until their
successors are elected and qualified or until their earlier resignation or
removal. If the annual meeting for the election of Directors is not held on the
date designated therefor, the Directors shall cause the meeting to be held as
soon thereafter as convenient. At each meeting of the stockholders for the
election of Directors, provided a quorum is present, the Directors shall be
elected by a plurality of the votes validly cast in such election.
Any director may resign at any time upon written notice to the
corporation. Except as the General Corporation Law of the State of Delaware (the
"General Corporation Law") may otherwise require, in the interim between annual
meetings of stockholders or of special meetings of stockholders called for the
election of directors and/or for the removal of one or more directors and for
the filling of any vacancy in that connection, newly created directorships and
any vacancies in the Board of Directors, including unfilled vacancies resulting
from the removal of directors for cause, shall be filled by the vote of a
majority of the remaining directors then in office, although less than a quorum,
or by the sole remaining directors. In the event of a newly created
directorship, any director elected in accordance with the preceding clause shall
hold office for the remainder of the full term of the class of directors having
the longest remaining term at the time of the election and until such director's
successor shall have been elected and qualified. In the event of a vacancy, any
director elected in accordance with the preceding clause shall hold office for
the remainder of the full term of the class of directors in which the vacancy
occurred and until such director's successor shall have been elected and
qualified. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
Except as otherwise provided in or fixed by or pursuant to the
corporation's Certificate of Incorporation, nominations for the election of
directors may be made by the Board of Directors
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or by any stockholder entitled to vote in the election of directors generally.
However, such stockholders may nominate one or more persons for election as
director or directors at a stockholders' meeting only if written notice of
intent to make such nomination or nominations has been given either by personal
delivery or by mail to the Secretary of the Corporation not less than 90 days
before the meeting of stockholders at which such election is held. Each such
notice shall state (a) the name and address of the stockholder who intends to
make the nomination and of the person or persons to be nominated; (b) a
representation that the stockholder is a holder of record of stock of the
Corporation entitled to vote at such meeting and intends to appear in person or
by proxy at the meeting to nominate the person or persons specified in the
notice; (c) a description of all arrangements or understandings between the
stockholder and each nominee and any other person or persons (naming such person
or persons) pursuant to which the nomination or nominations are to be made by
the nominee proposed by such stockholder as would be required to be included in
a proxy statement filed pursuant to the proxy rules of the Securities and
Exchange Commission, had the nominee been nominated, or intended to be
nominated, by the Board of Directors; and (e) the consent of each nominee to
serve as a director of the corporation if so elected. The chairman of the
meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure."
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