PROSPECTUS
180,000 Shares
Wireless One, Inc.
Common Stock
($0.01 par value per share)
This Prospectus relates to the offer and sale of 180,000 shares (the
"Shares") of common stock, $0.01 par value per share (the "Common Stock"),
of Wireless One, Inc. (the "Company"), which may be offered from time to
time (the "Offering") by the selling shareholders described herein (the
"Selling Shareholders").
The Common Stock is traded on the Nasdaq National Market under the
symbol "WIRL." Shares may be sold from time to time by the Selling
Shareholders on the Nasdaq National Market or such principal securities
exchange on which the Common Stock is then trading, or in negotiated
transactions or otherwise. The Shares will be sold at prices prevailing at
the time of such sales, or at prices related to the current market prices
or at negotiated prices. From time to time the Selling Shareholders may
engage in short sales, or short sales against the box, of the Shares.
Brokers executing orders are expected to charge normal commissions, and the
proceeds to the Selling Shareholders will be net of brokerage commissions.
See "Plan of Distribution." The Company will not receive any proceeds from
the sale of the Shares. Information regarding the Selling Shareholders is
set forth herein under the heading "Selling Shareholders." All expenses of
registration incurred in connection with this offering are being borne by
the Company. All selling and other expenses incurred by the Selling
Shareholders will be borne by the Selling Shareholders.
On March 21, 1997, the last reported sales price of the Common
Stock on the Nasdaq National Market was $3.875 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 2 FOR A DISCUSSION
OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN
EVALUATING AN INVESTMENT IN THE COMMON STOCK.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OR THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is March 24, 1997.
THE COMPANY
The Company acquires, develops, owns and operates wireless cable
television systems, primarily in small to mid-size markets in the
southeastern United States. The Company's markets are currently located in
Texas, Louisiana, Mississippi, Tennessee, Kentucky, Alabama, Georgia,
Arkansas, North Carolina, South Carolina and Florida.
Wireless cable programming is transmitted via microwave frequencies
from a headend to a small receive-site antenna at each subscriber's
location, and generally requires a direct unobstructed line-of-sight
("LOS") from the central transmitting antenna to an antenna at the
subscriber's location. The Company targets small to mid-size markets with
a significant number of LOS households that are unpassed by traditional
hard-wire cable. Many of the households in the Company's markets,
particularly in rural areas, also have limited access to local off-air
VHF/UHF programming from ABC, NBC, CBS and Fox affiliates, and typically do
not have access to subscription television service except via satellite
television operators, whose equipment and subscription fees are generally
are more costly than those of wireless cable, and which are unable to
retransmit local off-air channels. The Company believes a significant
number of households passed by cable in many of its rural markets are
served by local cable operators with lower quality service and limited
reception and channel lineups. As a result, the Company believes that its
wireless cable television service is an attractive alternative to existing
television choices for both passed and unpassed households.
The Company was organized as a Delaware corporation in October 1995.
The Company's executive offices are located at 11301 Industriplex
Boulevard, Suite 4, Baton Rouge, Louisiana 70809-4115, and its telephone
number at such address is (504) 293-5000.
RISK FACTORS
Prospective investors should carefully consider the following factors,
in addition to other information contained in this Prospectus, regarding an
investment in the Common Stock offered hereby.
Substantial Indebtedness of the Company; Need for Additional Financing;
Certain Covenants
The Company has incurred substantial indebtedness and expects that it
and its subsidiaries will incur substantial additional indebtedness in the
future. On a combined basis, since its inception the Company has sustained
substantial net losses and therefore has been unable to cover fixed
charges. The Company does not anticipate being able to generate net income
until after 2001, and there can be no assurance that other factors, such
as, but not limited to, economic conditions, the inability to raise
additional financing or disruption in operations, will not result in
further delays in generating positive net income. Losses may increase as
operations in additional markets are commenced or acquired. Many factors,
some of which will be beyond the Company's control (such as prevailing
economic conditions), may affect its performance.
In order to finance the capital expenditures and related expenses needed
for subscriber growth and system development, the Company will require
substantial investment on a continuing basis. The Company will need to
obtain additional financing in late 1997 in order to continue to complete
the launch of markets, to add subscribers in its new and existing markets
and to cover ongoing operating losses and debt service requirements. The
amount and timing of the Company's future capital requirements will depend
upon a number of factors, many of which are not within the Company's
control, including programming costs, capital costs, marketing expenses,
staffing levels, subscriber growth, churn rates and competitive conditions.
There can be no assurance that the Company's future capital requirements
will not increase as a result of unexpected developments with respect to
its markets. For example, the Company's capital costs may increase due to
a need to implement digital technology in certain markets to meet
competitive demands. There can be no assurance that the Company's future
capital requirements will be met or will not increase as a result of future
acquisitions, if any. Certain financing agreements entered into by the
Company restrict its ability to incur additional indebtedness. Failure to
obtain any required additional financing could adversely affect the growth
of the Company and, ultimately, could have a material adverse effect on the
Company.
Limited Operating History; Lack of Profitable Operations; Negative Cash
Flow; Early Stage Company
Other than the Company's limited operating history in those markets in
which it has commenced operations, it has no wireless cable operations.
Prospective investors, therefore, have limited historical financial
information about the Company upon which to base an evaluation of the
Company's performance and the investment in the Common Stock offered
hereby. Since its inception, the Company has sustained substantial net
losses and negative consolidated EBITDA due primarily to start-up costs,
interest expense and charges for depreciation and amortization arising from
the development of its wireless cable systems. The Company expects to
continue to experience negative consolidated EBITDA through at least the
third quarter of 1998, and may continue to do so thereafter while it
develops and expands its wireless cable systems, even if additional
individual systems of the Company become profitable and generate positive
system EBITDA. Prospective investors should be aware of the difficulties
encountered by enterprises in the early stages of development, particularly
in light of the intense competition characteristic of the subscription
television industry. There can be no assurance that realization of the
Company's business plan, including an increase in the number of subscribers
or the launch of additional wireless cable systems, will result in
profitability or positive consolidated EBITDA for the Company in future
years.
Need to Manage Growth and Ability to Successfully Integrate TruVision
Successful implementation of the Company's business plan will require
management of rapid growth, which will result in an increase in the level
of responsibility for management personnel. To manage its growth
effectively, the Company will be required to continue to implement and
improve its operating and financial systems and controls and to expand,
train and manage its employee base. There can be no assurance that the
management, systems and controls currently in place, or to be implemented,
will be adequate for such growth, or that any steps taken to hire personnel
or to improve such systems and controls will be sufficient. Additionally,
there can be no assurance that the Company will be able to integrate
successfully the properties obtained pursuant to its merger with TruVision
Wireless, Inc. ("Truvision"), which was completed in July 1996 (the
"TruVision Transaction"), with its existing and contemplated operations.
Inability to Consummate the Acquisitions
Historically, the Company has grown through the acquisition of other
companies involved in the wireless cable business and the acquisition of
various assets, including channel rights, for use in its operations. The
Company may enter into similar transactions in the future. The
consummation of any acquisition is subject to certain conditions the
satisfaction of which, in some cases, is beyond the Company's control,
including obtaining FCC approvals and third-party consents. There can be
no assurance that the Company will be able to obtain such approvals and
consents, and failure to do so could have a material adverse effect on the
Company's ability to consummate pending or future acquisitions or on the
Company's operations. In addition, there can be no assurance that the FCC
will approve the applications relating to the lease rights that the Company
has acquired or may acquire in such acquisitions, although the approval of
such applications may not be condition to completing the acquisitions.
There can be no assurance that binding agreements will be entered into with
respect to any transactions in which the Company signs a letter of intent,
or that in the case of purchase and sale agreements, such transactions will
be consummated. See "--Uncertainty of Ability to Obtain FCC
Authorizations."
Uncertainty of Ability to Obtain FCC Authorizations
Wireless cable systems transmit programming over some or all of the 33
MDS and instructional television fixed service ("ITFS") channels that are
licensed by the FCC. Generally, the Company believes that a minimum of 12
wireless cable channels is necessary to offer a commercially viable
wireless cable service in its markets. All of the channels comprising a
wireless cable system must operate from the same transmitter site so that
subscribers may receive a clear picture on all channels offered. In some
of its markets, the Company does not currently have the right to operate a
sufficient number of channels from the same transmitter site, and in
certain other markets, the Company contemplates relocating all of its
channels to a new transmitter site. In these markets, the Company is
dependent upon (i) the grant of pending applications for new licenses or
for modification of existing licenses, and (ii) the grant of applications
for new licenses and license modification applications which have not yet
been filed with the FCC. Certain pending applications cannot be granted by
the FCC until interference agreements with nearby license holders are
secured. Several of the Company's pending ITFS applications are the
subject of competing applications. There can be no assurance that any or
all of these applications will be granted by the FCC. Although the Company
does not believe that the denial of any single application will adversely
affect the Company, the denial of several of such applications,
particularly if concentrated in one or a few of the Company's markets,
could have a material adverse effect on the ability of the Company to serve
such market or markets.
In certain cases, FCC approval may be dependent upon the Company's
ability to engineer its use of a wireless cable channel to avoid
interference with the reception of another channel that has been licensed
or for which an application is pending. In addition, intervening license
grants and/or auctions of MDS channels may adversely affect some of the
Company's planned applications due to interference considerations. No
assurance can be given that the Company will be able to engineer all of its
channels so as to avoid interference. See "--Interference Issues."
In addition, there is no limit on the time that may elapse between the
filing of an application with the FCC for a modification or a new license
and action thereon by the FCC. Delay by the FCC in processing applications
could delay or materially adversely affect the Company's plans with respect
to one or more of its markets. If modification of an unbuilt station
license is anticipated, it is frequently necessary to obtain from the FCC
an extension of the period specified in the license for construction of the
station. In such case, absent FCC grant of such an extension, the license
will expire. There can be no assurance that the FCC will grant an
extension in any particular instance. In addition, FCC licenses must be
renewed every ten years and, while such renewals generally have been
granted on a routine basis in the past, there is no assurance that licenses
will continue to be renewed routinely in the future. The failure of the
Company's channel lessors to renew their respective licenses or of the FCC
to grant such extensions could have a material adverse effect on the
Company.
The FCC recently concluded an auction for each of 493 BTAs. Auction
winners obtained the exclusive right to apply for all available MDS
channels in such BTAs, subject to compliance with interference standards
and other rules. The Company and TruVision were the winning bidders for
FCC authorizations in 66 BTA Markets. As is the case with other MDS and
ITFS applications, in some of the BTA Markets the Company presently lacks
the right to use a site for the location of a transmission facility. In
some instances, it may be necessary for the Company to obtain the consent
of other parties to the acceptance of interference. There can be no
assurance that the Company will be able to secure a transmission site,
obtain all necessary interference consents or secure FCC approval of its
applications. Furthermore, even though the Company was the successful
bidder in the BTA Markets, the Company may not acquire sufficient channel
rights to have a viable system in each of those Markets. See "--
Interference Issues."
Government Regulation
The wireless cable industry is extensively regulated by the FCC. The
FCC governs, among other things, the issuance, renewal, assignment and
modification of licenses necessary for wireless cable systems to operate
and the time afforded license holders to construct their facilities. The
FCC imposes fees for certain applications and licenses, and mandates that
certain amounts of educational, instructional or cultural programming be
transmitted over certain of the channels used by the Company's existing and
proposed wireless cable systems. The FCC also has the authority, in
certain circumstances, to revoke and cancel licenses and impose monetary
fines for violations of its rules. No assurance can be given that new
regulations will not be imposed or that existing regulations will not be
changed in a manner that could have a material adverse effect on the
wireless cable industry as a whole and on the Company in particular. In
addition, wireless cable operators and channel license holders are subject
to regulation by the Federal Aviation Administration ("FAA") with respect
to construction, marking and lighting of transmission towers and to certain
local zoning regulations affecting the construction of towers and other
facilities. There also may be restrictions imposed by local authorities,
neighborhood associations and other similar organizations limiting the use
of certain types of reception equipment used by the Company and new taxes
imposed by state and local authorities. Certain states, including Florida,
have legislated that no resident of a multiple dwelling unit ("MDU") should
be denied access to programming provided by hard-wire cable systems,
notwithstanding the fact that the MDU entered into an exclusive agreement
with a non-hard-wire cable video program distributor. It is possible that
such laws will be enacted in other states in the future. In several
courts, mandatory access laws have been held unconstitutional. Such laws
could increase the competition for subscribers in MDUs. Future changes in
the foregoing regulations or other regulations applicable to the Company or
its business could have a material adverse effect on the Company's results
of operations and financial condition.
Interference Issues
Under current FCC regulations, a wireless cable operator may install
receive-site equipment and serve any point where its signal can be
received. Interference from other wireless cable systems can limit the
ability of a wireless cable system to serve any particular point. In
licensing ITFS and MDS stations, a primary concern of the FCC is avoiding
situations where proposed station signals are predicted to cause
interference to the reception of previously proposed station signals. The
Company's business plan involves moving the authorized transmitter sites of
various of its MDS and ITFS licensed stations and obtaining the grant of
licenses for new stations that the Company will use in its wireless cable
systems. The FCC's interference protection standards may make one or more
of these proposed relocations or new grants unavailable. In that event, it
may be necessary to negotiate interference agreements with the licensees of
the stations which would otherwise block such relocations or grants. There
can be no assurance that the Company will be able to obtain all necessary
interference agreements with terms acceptable to the Company. In the event
that the Company cannot obtain interference agreements required to
implement the Company's plans for a market, the Company may have to curtail
or modify operations in the market, which could have a material adverse
effect on the growth of the Company. In addition, while the Company's
leases with MDS and ITFS licensees require their cooperation, it is
possible that one or more of the Company's channel lessors may hinder or
delay the Company's efforts to use the channels in accordance with the
Company's plans for the particular market.
Competition
The subscription television industry is highly competitive. Wireless
cable systems face or may face competition from several sources, such as
traditional hard-wire cable systems, DBS systems, satellite master antenna
television ("SMATV") systems, other wireless cable systems and other
alternative methods of distributing and receiving video programming.
Furthermore, premium movie services offered by cable television systems
have encountered significant competition from the home video cassette
recorder ("VCR") industry. In areas where several local off-air VHF/UHF
broadcast channels can be received without the benefit of subscription
television, hard-wire and wireless cable systems also have experienced
competition from the availability of broadcast signals generally and have
found market penetration to be more difficult. In addition, within each
market, the Company must compete with others to acquire, from the limited
number of wireless cable channel licenses issued or issuable, rights to a
minimum number of wireless cable channels needed to establish a
commercially viable system. Legislative, regulatory and technological
developments may result in additional and significant competition,
including competition from a proposed new wireless service known as local
multipoint distribution service ("LMDS"). In some areas, exchange
telephone companies offer video programming services via radio
communications without regulation of rates or services, offer hardwire or
fiber optic cable service for hire by video programmers and provide
traditional cable service subject to local franchising requirements.
In its markets that have operational systems, the Company initially has
targeted its marketing to households that are unpassed by traditional hard-
wire cable and that have limited access to local off-air VHF/UHF
programming. Certain of the hard-wire cable companies operating in the
Company's markets currently offer a greater number of channels to their
customers than the Company offers. DBS providers currently offer a
substantially greater number of channels than hard-wire or wireless cable
providers with a high picture quality. Aggressive price competition or the
passing of a substantial number of presently unpassed households by any
existing or new subscription television service could have a material
adverse effect on the Company's results of operations and financial
condition.
New and advanced technologies for the subscription television industry,
such as DBS, LMDS, digital compression and fiber optic networks, are in
operation or are in various stages of development. As they are developed,
these new technologies could have a material adverse effect on the demand
for wireless cable services. Many actual and potential competitors have
greater financial, marketing and other resources than the Company. There
can be no assurance that the Company will be able to compete successfully
with existing competitors or new entrants in the market for subscription
television services.
Dependence on Channel Leases; Need for License Extensions; Loss of Licenses
by Lessors
The Company is dependent on leases with unaffiliated third parties for
substantially all of its wireless cable channel rights. The use of
wireless cable channels by the license holders is subject to regulation by
the FCC, and the Company is dependent upon the continuing compliance by
channel license holders with applicable regulations, including the
requirement that ITFS license holders must meet certain educational use
requirements in order to lease transmission capacity to wireless cable
operators.
The Company's channel leases typically cover four ITFS channels and/or
one to four MDS channels each. Under a policy adopted by the FCC, the term
of the Company's ITFS channel leases cannot exceed ten years from the time
the lessee begins using the channel. The remaining initial terms of most
of the Company's ITFS channel leases are approximately five to ten years.
There is no restriction on the length of MDS channel leases, which
frequently extend beyond the term of the underlying MDS license. However,
in the event an MDS license is not renewed or is otherwise terminated, the
authorization will no longer be valid, and the Company will have no rights
under its lease to transmit on channels that are subject to such nonrenewed
or terminated license.
ITFS licenses generally are granted for a term of ten years and are
subject to renewal by the FCC. Existing MDS licenses generally will expire
on May 1, 2001 unless renewed. BTA authorizations expire ten years from
the grant thereof, unless renewed. FCC licenses also specify construction
deadlines which, if not met, could result in the loss of the license.
Requests for additional time to construct a channel may be filed and are
subject to review pursuant to FCC rules. Certain of the Company's channel
rights are subject to pending extension requests, and it is anticipated
that additional extensions will be required. There can be no assurance
that the FCC will grant any particular extension request or license renewal
request. The termination or non-renewal of a channel lease or of a channel
license, or the failure to grant an application for an extension of the
time to construct an authorized station, would result in the Company being
unable to deliver programming on the channels authorized pursuant thereto.
TruVision contracts with Mississippi EdNet Institute, Inc. ("EdNet") for
the commercial use of 20 ITFS channels in each of its markets in the state
of Mississippi (the "EdNet Agreement"). The term of the EdNet Agreement is
10 years from the date of issuance of certain construction permits, each of
which was granted in 1992. The Company anticipates that, pursuant to the
EdNet Agreement, the lease term will terminate on or about April 1, 2002,
unless renewed prior thereto. The commercial use of these channels
represents the majority of the Company's channels in Mississippi and the
termination of, or inability to renew, the EdNet Agreement would have a
material adverse effect on the Company's operations in its Mississippi
markets. Under the EdNet Agreement, the Company must, at its sole expense,
(i) install, operate and maintain a system sufficient to serve 95% of the
population of the licensed geographic area of Mississippi, (ii) provide,
install and maintain up to 1,100 standard receive sites, up to 11 studio
transmitter links, up to 11 electronic classrooms (each at a cost of up to
$20,000) and pay up to $1.5 million for 11 duplex, two-channel links, (iii)
acquire and install a minimum of five 10-watt transmitters per transmit
site and (iv) apply for CARS Band microwave authorizations to EdNet use,
among other obligations. The Company must complete and have operations in
such system by July 1, 1998. The Company has granted EdNet a security
interest in all of its Mississippi equipment, transmitters and rights to
use certain wireless cable channels (the "EdNet System") in order to secure
the Company's performance under the EdNet Agreement. In the event of a
default by the Company under the EdNet Agreement, EdNet will have the right
to operate the EdNet System and derive all income from its operation. If
EdNet assumes the operation of the EdNet System, the Company will be
required to assign its interest in the EdNet Agreement and the EdNet System
or to forfeit its interests in such assets. Although the Company does not
believe that the termination of or failure to renew a single channel
lease, other than that with EdNet, would materially adversely affect the
Company, several of such terminations or failures to renew in one or more
markets that the Company actively serves could have a material adverse
effect on the Company. In addition, the termination, forfeiture,
revocation or failure to renew or extend an authorization or license held
by the Company's lessors could have a material adverse effect on the
Company.
Dependence on Program Suppliers
In connection with its distribution of television programming, the
Company is dependent on fixed-term contracts with various program suppliers
such as CNN, ESPN and HBO. Although the Company has no reason to believe
that any such contracts will be canceled or will not be renewed upon
expiration, if such contracts are canceled or not renewed, the Company will
have to seek program material from other sources. There can be no
assurance that other program material will be available to the Company on
acceptable terms or at all or, if so available, that such material will be
acceptable to the Company's subscribers. The likelihood that program
material will be unavailable to the Company is significantly mitigated by
the Cable Television Consumer Protection and Competition Act of 1992 (the
"1992 Cable Act") and various FCC regulations issued thereunder which,
among other things, impose limits on exclusive programming contracts and
generally prohibit cable programmers, in which a cable operator has an
attributable interest (a "vertically integrated cable operator"), from
discriminating against cable competitors with respect to the price, terms
and conditions of the sale of programming. Only a few of the major cable
television programming services carried by the Company are not directly or
indirectly owned by a vertically integrated cable operator. The program
access provisions of the 1992 Cable Act are the subject of a legal
challenge and, if the challenged provisions were found to be
unconstitutional or unlawful, program suppliers might raise their prices or
make their program material unavailable to the Company.
Difficulties and Uncertainties of a New Industry
Wireless cable is a new industry with a short operating history.
Potential investors should be aware of the difficulties and uncertainties
that are normally associated with new industries, such as lack of consumer
acceptance, difficulty in obtaining financing, increasing competition,
advances in technology and changes in laws and regulations. There can be
no assurance that the wireless cable industry will develop or continue as a
viable or profitable industry.
Physical Limitations of Wireless Cable Transmission
Wireless cable programming is transmitted via microwave frequencies
from a headend to a small receive-site antenna at each subscriber's
location. Reception of wireless cable programming generally requires a
direct, unobstructed LOS from the headend to the subscriber's receive-site
antenna. Therefore, in communities with tall trees, hilly terrain, tall
buildings or other obstructions in the transmission path, wireless cable
transmission can be difficult or impossible to receive at certain
locations. Consequently, the Company may not be able to supply service to
certain potential subscribers. While in certain instances the Company
intends to employ low power repeaters to overcome LOS obstructions, there
can be no assurance that it will be able to secure the necessary FCC
authorizations. Based on the Company's installation and operating
experience, the Company believes that its signal can be received directly
by approximately 80% of the households within the Company's signal pattern
in the markets currently in operation. The Company also estimates that its
signals in its other markets will be receivable by an average of
approximately 70% of the households within the Company's expected signal
patterns for such markets. The terrain in most of the Company's Markets is
generally conducive to wireless cable transmission. In addition to
limitations resulting from terrain, in limited circumstances extremely
adverse weather can damage transmission and receive-site antennas, as well
as other transmission equipment.
Dependence on Existing Management
The Company is dependent in large part on the experience and knowledge
of existing management. The loss of the services of one or more of the
Company's current executive officers could have a material adverse effect
upon the Company. The Company has employment agreements with and is
dependent on certain senior managers. Such employment agreements provide,
among other things, that the executive will not compete with the Company or
its subsidiaries within a specified area during the period of employment
and for two years thereafter. The Company has recently added new members
to its management team. The Company believes that it will require
additional management personnel as it commences operations in new markets.
The failure of the Company to attract and retain such personnel could have
a material adverse effect on the Company.
Control by Principal Stockholders
Affiliates of The Chase Manhattan Corporation ("Chase"), Heartland and
Mississippi Wireless T.V., L.P. ("MWTV") collectively beneficially own
48.7% of the outstanding Common Stock on a fully diluted basis. These
stockholders are parties to a stockholders agreement (the "Stockholders
Agreement"), pursuant to which they have agreed to vote their Common Stock
so that the Board of Directors of the Company will have up to nine members,
up to three of whom will be designated by Heartland, up to two of whom will
be designated by the affiliates of Chase and Baseball Partners,
collectively, and one of whom may be designated by the former TruVision
stockholders other than Chase Venture Capital Associates, L.P. ("CVCA").
The parties to the Stockholders Agreement have effective control over the
election of the Company's Board of Directors and generally exercise control
over the Company's affairs. Such concentration of ownership could also
have the effect of delaying, deterring or preventing a change in control of
the Company that might otherwise be beneficial to stockholders.
Possible Volatility of Common Stock Price
The trading price of the Common Stock could be subject to wide
fluctuations in response to variations in the Company's quarterly operating
results, changes in earnings estimates by analysts, conditions in the
wireless cable industry, regulatory trends or general market or economic
conditions. In addition, in recent years the stock market has experienced
extreme price and volume fluctuations. These fluctuations have had a
substantial effect on the market prices for many emerging growth companies,
often unrelated to the operating performance of the specific companies.
Such market fluctuations could adversely affect the market price for the
Common Stock.
Shares Eligible for Future Sale
As of December 31, 1996, the Company had a total of 19,265,169 shares of
Common Stock outstanding (assuming the exercise of (i) the 1995 Warrants,
(ii) the 1996 Warrants, (iii) warrants issued to Gerard, Klauer & Mattison
L.L.C. upon consummation of the Heartland Transaction and (iv) certain
director, management and employee options). Of these shares 5,653,472
shares are freely transferable by persons other than affiliates of the
Company without restriction or registration under the Securities Act
(including the 180,000 shares offered hereby, the shares issuable upon
exercise of certain director, management and employee options and the
944,059 shares issuable upon exercise of the 1995 and 1996 Warrants). All
Shares sold pursuant to this Prospectus will be freely transferable by
persons other than affiliates of the Company without restriction or
registration under the Securities Act. The remaining shares (except for
shares issuable upon the exercise of director, management and employee
options) are "restricted securities" as that term is defined by Rule 144
under the Securities Act and may not be sold other than pursuant to an
effective registration statement under the Securities Act or pursuant to an
exemption from such registration requirement. Sales of a substantial number
of shares of Common Stock in the public market or under Rule 144 or
otherwise, or the perception that such sales could occur, could adversely
affect the prevailing market price of the Common Stock.
Certain Provisions of the Company's Certificate of Incorporation and By-
laws and the DGCL
The Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") and By-laws (the "By-laws") and the
Delaware General Corporation Law (the "DGCL") contain provisions which may
have the effect of delaying, deterring or preventing a future takeover or
change in control of the Company unless such takeover or change in control
is approved by the Company's Board of Directors. Such provisions may also
render the removal of directors and management more difficult. The
Company's Certificate of Incorporation and By-laws provide for, among other
things, a classified Board of Directors serving staggered terms of three
years, removal of directors only for cause and only by the affirmative vote
of the holders of a majority of the voting power of the then outstanding
voting capital stock of the Company, voting together as a single class,
exclusive authority of the Board of Directors to fill vacancies on the
Board of Directors (other than in certain limited circumstances), advance
notice requirements for stockholder nominations of candidates for election
to the Board of Directors and certain other stockholder proposals,
restrictions on who may call a special meeting of stockholders and a
prohibition on stockholder action by written consent. Amendments to
certain provisions in the Certificate of Incorporation require the
affirmative vote of the holders of at least 80% of the total votes eligible
to be cast in the election of directors, voting together as a single class.
In addition, the Company's Board of Directors has the ability to authorize
the issuance of up to 10 million shares of preferred stock in one or more
series and to fix the voting powers, designations, preferences and
relative, participating, optional and other special rights and
qualifications, limitations or restrictions thereof without stockholder
approval, which ability could be used to deter, delay or prevent a change
in control of the Company. The DGCL also contains provisions preventing
certain stockholders from engaging in business combinations with the
Company, subject to certain exceptions.
Forward-Looking Statements
The Prospectus contains certain forward-looking statements concerning
the Company's operations, economic performance and financial condition,
including in particular, the integration of the Company's recent and
pending acquisitions into the Company's existing operations. Such
statements are subject to various risks and uncertainties. Actual results
could differ materially from those currently anticipated due to a number of
factors, including those identified under "Risk Factors" and elsewhere in
this Prospectus.
Certain documents incorporated by reference in this Prospectus contain
both statements of historical fact and "forward-looking statements" within
the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. Examples of forward-looking statements include: (i)
projections of revenue, earnings, capital structure and other financial
items, (ii) statements of the plans and objectives of the Company or its
management, (iii) statements of future economic performance of the Company
and (iv) assumptions underlying statements regarding the Company or its
business. Important factors, risks and uncertainties that could cause
actual results to differ materially from any forward-looking statements
("Cautionary Statements") are disclosed in certain documents incorporated
by reference herein. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are
expressly qualified in their entirety by the Cautionary Statements.
SELLING SHAREHOLDERS
In connection with the consummation of the TruVision Transaction, the
Company issued 180,000 shares to Vision Communications, Inc. ("VCI"), a
corporation controlled by Henry M. Burkhalter, the Company's President and
Vice Chairman of its Board of Directors, in satisfaction of certain
contractual arrangements between TruVision and Mr. Burkhalter. In
addition, the Company entered into a registration rights agreement with
certain of its shareholders, including VCI (the "Registration Rights
Agreement"), pursuant to which the Company agreed, among other things, to
bear all expenses with respect to the registration of the Shares and to
indemnify each Selling Shareholder against certain liabilities, including
liabilities arising under the federal securities laws.
Thereafter, VCI transferred 32,400 of the shares to William J. Van
Devender in satisfaction of a contractual arrangement between VCI and Mr.
Van Devender related to a change in control of VCI, and in December 1996,
VCI distributed the remaining 147,600 shares to its shareholders.
Mr. Burkhalter was the Chairman of the Board, President and Chief
Executive Officer of TruVision prior to the consummation of the TruVision
Transaction and is currently the President of the Company and Vice Chairman
of the Company's Board of Directors. As part of the TruVision Transaction,
the Company assumed non-qualified stock options issued by TruVision to Mr.
Burkhalter, which, as assumed by the Company, cover 78,015 shares of Common
Stock, are fully vested and have a weighted exercise price of $6.82 per
share. MWTV received 1,702,406 shares of Common Stock pursuant to the
TruVision Transaction. Mr. Burkhalter is the President and controlling
shareholder of Wireless TV, Inc. ("WTV"), which is the general partner of
and has the power to vote and dispose of all shares of Common Stock held by
MWTV. Mr. Burkhalter is also party to the Stockholders Agreement, pursuant
to which the parties thereto agreed, among other things, to vote their
Common Stock so that the holders of a majority of the shares issued to the
former owners of TruVision (as long as such shares are held by such former
owners) can designate one member of the Board of Directors. Mr. Burkhalter
currently has the power to vote a majority of such shares and serves on the
Company's Board of Directors as the designee of the former owners of
TruVision.
Mr. Van Devender is currently a director of the Company. In connection
with the TruVision Transaction, VanCom, Inc. ("VanCom"), a corporation
controlled by Mr. Van Devender, was issued 42,560 shares of Common Stock.
VanCom is a party to the Stockholders Agreement, and Mr. Van Devender
currently serves on the Company's Board of Directors as a designee of
Chase.
The table below sets forth certain information regarding the beneficial
ownership of Common Stock by each Selling Shareholder prior to the offering
of the Shares and as adjusted to give effect to the sales of all Shares.
The Shares are being registered to permit secondary trading of the Shares,
and the Selling Shareholders may offer the Shares for sale from time to
time. See "Plan of Distribution."
<TABLE>
<CAPTION>
Beneficial Ownership Beneficial Ownership
as of December 31, 1996 After the Offering
----------------------- Number of ----------------------
Number Percentage Shares Offered Number Percentage
Selling Stockholder of Shares of Class Hereby(1) of Shares of Class
- ------------------------ --------- ---------- -------------- --------- ----------
<S> <C> <C> <C> <C> <C>
Henry M. Burkhalter(2) 1,884,339 11.1% 91,630 1,792,709 10.5%
c/o TruVision
1080 River Oaks Drive
Suite A150
Jackson, Mississippi 39208
Eugene Blailock 177 * 177 0 ---
5133 Forest Hill Road
Jackson, Mississippi 39212
Gregory Kitchens 14,967 * 14,967 0 ---
P. O. Box 217
Utica, Mississippi 39175
William Deviney 6,288 * 6,288 0 ---
P. O. Box 6717
Jackson, Mississippi 39212
Alan Kitchens 3,675 * 3,675 0 ---
P. O. Box 849
Hazelhurst, Mississippi 39083
Paul Hopping 4,569 * 3,144 5,825(3) ---
640 Lakeland Drive East
Suite C
Jackson, Mississippi 39208
Ms. Susan Clark Joy, 3,144 * 3,144 0 ---
as Trustee for the Susan
Clark Joy Living Trust
2758 North Nelson Street
Arlington, Virginia 22207
Kathy G. Burkhalter(4) 1,884,339 11.1% 12,288 1,792,709 10.5%
4331 North Honeysuckle Lane
Jackson, Mississippi 39211
Stacey G. Roberts 12,288 * 12,288 0 *
117 Bedford Road
Hattiesburg, Mississippi 39402
William J. Van Devender(5) 74,960 * 15,344 42,560 *
Fellowship of Christian --- --- 1,334 --- ---
Athletes
P.O. Box 449
Ridgeland, MS 39158-0449
First Baptist Church of --- --- 6,720 --- ---
Jackson
P.O. Box 250
Jackson, MS 39205
Jackson Prep School --- --- 4,334 --- ---
Foundation
c/o Development Office
1880 Lakeland Drive
Jackson, MS 39216
Mississippi Museum of Art --- --- 1,334 --- ---
201 Pascagoula Street
Jackson, MS 39201
St. Andrew's Espiscopal --- --- 3,334 --- ---
School
370 Old Agency Road
Ridgeland, MS 39157
_________________
*Less than 1.0%
(1) Includes only shares of which the Selling Shareholder is the record
holder.
(2) Shares beneficially owned by Mr. Burkhalter include 1,702,406 shares of
Common Stock owned by MWTV and 12,288 shares owned by his wife, Kathy M.
Burkhalter, all of which shares Mr. Burkhalter may be deemed to
beneficially own. Mr. Burkhalter disclaims beneficial ownership of any
such shares of Common Stock. In addition, Mr. Burkhalter owns currently
exercisable options to acquire 78,015 shares of Common Stock.
(3) Includes 4,400 shares that Mr. Hopping purchased subsequent to December
31, 1996 but prior to the date of this Prospectus.
(4) Mrs. Burkhalter is the wife of Henry M. Burkhalter and may be deemed to
beneficially own all shares of Common Stock beneficially owned by Mr.
Burkhalter. Mrs. Burkhalter disclaims beneficial ownership of all
shares of Common Stock, except the 12,288 shares of which she is the
record holder and which are offered hereby.
(5) Shares beneficially owned by Mr. Van Devender include shares owned by
VanCom, a corporation controlled by Mr. Van Devender. VanCom is a
limited partner of MWTV and has a right to 22.9167% of allocations and
distributions of MWTV. No Common Stock owned by MWTV is included for
Mr. Van Devender as VanCom does not have the right to vote or dispose of
such Common Stock.
PLAN OF DISTRIBUTION
The Selling Shareholders have advised the Company that the Shares may be
sold from time to time by the Selling Shareholders, or by pledgees, donees,
transferees or other successors in interest, on the Nasdaq National Market
(or any national securities exchange or U.S. automated interdealer
quotation system of a registered national securities association on which
shares of the Common Stock are then listed), or in negotiated transactions
or otherwise. The Shares will be sold at prices and at terms then
prevailing or at prices related to the then current market prices, or at
negotiated prices. The Company has been advised that the Selling
Shareholders may effect sales of the Shares directly, or indirectly by or
through agents or broker-dealers and that the Shares may be sold by one or
more of the following methods: (a) a block trade in which the broker-dealer
so engaged will attempt to sell the shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction;
(b) purchases by a broker-dealer as principal and resale by such broker-
dealer for its account pursuant to this prospectus; (c) an exchange
distribution in accordance with the rules of such exchange; and (d)
ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales, broker-dealers engaged by the
Selling Shareholders may arrange for other broker-dealers to participate in
the resales.
In connection with distributions of the Shares or otherwise, the Selling
Shareholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales
of the Shares in the course of hedging the positions they assume with
Selling Shareholders. The Selling Shareholders may also sell shares short
and redeliver the shares to close out such short positions. The Selling
Shareholders may also enter into option or other transactions with broker-
dealers which require the delivery to the broker-dealer of the shares
registered hereunder, which the broker-dealer may resell or otherwise
transfer pursuant to this prospectus. The Selling Shareholders may also
loan or pledge the Shares to a broker-dealer and the broker-dealer may sell
the Shares so loaned or upon a default the broker-dealer may effect sales
of the pledged Shares pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Shareholders in amounts
to be negotiated in connection with the sale. Such broker-dealers and any
other participating broker-dealers may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended (the "Act"),
in connection with such sales and any such commission, discount or
concession may be deemed to be underwriting discounts or commissions under
the Act. In addition, any securities covered by this prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this prospectus.
All costs, expenses and fees in connection with the registration of the
shares will be borne by the Company. Commissions and discounts, if any,
attributable to the sales of the Shares will be borne by the Selling
Shareholders.
LEGAL MATTERS
The legality of the Common Stock offered hereby will be passed upon for
the Company by Jones, Walker, Waechter, Poitevent, Carrere & Denegre
L.L.P., New Orleans, Louisiana.
EXPERTS
The consolidated financial statements and schedule of Wireless One, Inc.
and subsidiaries as of December 31, 1994 and 1995 and for the period from
February 4, 1993 (inception) through December 31, 1993 and the years ended
December 31, 1994 and 1995 and the financial statements of Heartland
Division as of December 31, 1993 and 1994 and for the years ended December
31, 1992 and 1993, the period from January 1, 1994 to August 18, 1994 and
the period from August 19, 1994 to December 31, 1994 are incorporated by
reference in this Prospectus and in the Registration Statement in reliance
upon the reports of KPMG Peat Marwick LLP, independent certified public
accountants, incorporated by reference herein and in the Registration
Statement and upon the authority of said firm as experts in accounting and
auditing.
The report of KPMG Peat Marwick LLP covering the financial statements of
Heartland Division contains an explanatory paragraph that refers to a
business combination in 1994 accounted for as a purchase involving assets
comprising a portion of Heartland Division. As a result of the
acquisition, financial information of Heartland Division for periods after
August 18, 1994 is presented on a different cost basis than that for
periods before August 18, 1994 and, therefore, such information is not
comparable.
The financial statements of TruVision Wireless, Inc., Madison
Communications, Inc. and Beasley Communications, Inc., and BarTel, Inc.
incorporated by reference in this Prospectus have been audited by Arthur
Andersen LLP, independent public accountants, as indicated in their reports
with respect thereto and are incorporated herein by reference in reliance
upon the authority of such firm as experts in accounting and auditing in
giving such reports.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith, files, reports, proxy statements and
other information with the Commission. Such reports, proxy statements and
other information may be inspected by anyone without charge at the Public
Reference Section of the Commission at Room 1024, Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of
the Commission located at 7 World Trade Center, Suite 1300, New York, New
York 10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois
60661. A Registration Statement on Form S-3 under the Securities Act,
including amendments thereto, relating to the Common Stock offered hereby
has been filed by the Company with the Commission. This Prospectus does
not contain all of the information set forth in the Registration Statement
and the exhibits and schedules thereto. For further information with
respect to the Company and the Common Stock offered hereby, reference is
made to such Registration Statement and exhibits and schedules filed as a
part thereof. Copies of all or any portion of the Registration Statement
may be obtained from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates.
Additionally, the Commission maintains a web site (http://www.sec.gov) that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission,
including the Company. The Company's Common Stock is quoted on the Nasdaq
National Market, and such reports, proxy statements and other information
regarding the Company can be inspected at the offices of Nasdaq Operations,
1735 K Street, N.W., Washington, D.C. 20006.
Statements made in this Prospectus as to the contents of any contract,
agreement or other document referred to are not necessarily complete, but
such statements are complete in all material respects for the purposes
herein made. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement, reference is
made to the exhibit for a more complete description of the matter involved,
and each such statement shall be deemed qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are by this reference incorporated
in and made a part of this Prospectus: (i) the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995 (File No. 0-26836);
(ii) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1996, June 30, 1996 and September 30, 1996; (iii) the
Company's Current Reports on Form 8-K dated August 14, 1996, October 1,
1996 and November 1, 1996, (iv) the Index to Financial Statements and the
Financial Statements of Heartland Division and Bartel, Inc. set forth in
the Company's prospectus included in Registration Statement No. 333-5109 at
effectiveness and (v) the description of the Company's capital stock set
forth in its Registration Statement under the Exchange Act on Form 8-A
filed with the Commission September 25, 1995.
All reports and other documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the offering of the
Common Stock offered hereby shall be deemed to be incorporated by reference
herein and to be part of this Prospectus from their respective dates of
filing. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded to the extent that a statement contained herein or in any other
document subsequently filed which also is or is deemed to be incorporated
by reference herein modifies or supersedes such statement. Any statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company hereby undertakes to provide without charge to each person
to whom this Prospectus is delivered, upon a written or oral request, a
copy of any or all of the documents that are incorporated herein by
reference (other than exhibits to such documents, unless such exhibits are
specifically incorporated by reference into such documents). Requests
should be directed to Wireless One, Inc., Attention: Secretary, 11301
Industriplex Boulevard, Suite 4, Baton Rouge, Louisiana 70809-4115;
Telephone No. (504) 293-5000.
No dealer, salesman or other person has Prospectus
been authorized to give any information
or make any representation not contained
in this Prospectus and, if given or made,
such information or representation must
not be relied upon as having been
authorized by the Company. This Prospectus
does not constitute an offer to buy any of
the securities offered hereby in any
jurisdiction to any person to whom it is
unlawful to make such offer in such
jurisdiction.
================================= WIRELESS ONE, INC.
180,000 Shares
Common Stock
($0.01 par value per share)
Table of Contents
The Company.....................2
Risk Factors....................2
Selling Shareholders...........10
Plan of Distribution...........12
Legal Matters..................12
Experts........................12
Available Information..........13
Incorporation of Certain
Documents by Reference.......13 March 24, 1997
</TABLE>
