<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 7, 1999
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
AIRNET COMMUNICATIONS CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
DELAWARE 3663 59-3218138
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
</TABLE>
100 RIALTO PLACE
SUITE 300
MELBOURNE, FLORIDA 32901
(407) 953-6600
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
------------------------
GERALD Y. HATTORI
AIRNET COMMUNICATIONS CORPORATION
100 RIALTO PLACE
SUITE 300
MELBOURNE, FLORIDA 32901
(407) 953-6600
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------
COPIES TO:
<TABLE>
<S> <C>
JOHN G. IGOE, ESQ. PHILIP J. BOECKMAN, ESQ.
EDWARDS & ANGELL, LLP CRAVATH, SWAINE & MOORE
250 ROYAL PALM WAY 825 EIGHTH AVENUE
PALM BEACH, FL 33480 NEW YORK, NY 10019
(561) 833-7700 (212) 474-1000
</TABLE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effectiveness of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-87693
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
TITLE OF EACH CLASS OF AMOUNT TO BE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) REGISTRATION FEE(2)
<S> <C> <C>
- -----------------------------------------------------------------------------------------------------------------
Common Stock, par value $.001 per share.................... $6,325,000 $1,669.80
- -----------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee and
computed under Rule 457(o) under the Securities Act of 1933.
(2) The Company previously registered an aggregate of $82,225,000 of shares of
Common Stock on Registration Statement on Form S-1, as amended (File No.
333-87693), for which a total filing fee of $22,859 was previously paid.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE
SECURITIES ACT OF 1933.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement relates to the public offering of Common Stock
of the Registrant contemplated by the Registration Statement on Form S-1, as
amended, File No. 333-87693 (the "Prior Registration Statement"), and is being
filed for the sole purpose of registering additional securities of the same
class as were included in the Prior Registration Statement. This Registration
Statement incorporates by reference the contents of the Prior Registration
Statement.
CERTIFICATION
The Registrant hereby certifies to the Securities and Exchange Commission
that (i) it has instructed its bank to pay the SEC the filing fee set forth on
the cover page of this Registration Statement by a wire transfer of such amount
to the SEC's account at Mellon Bank as soon as practicable (but no later than
the close of business on December 7, 1999), (ii) it will not revoke such
instructions, (iii) it has sufficient funds in the relevant account to cover the
amount of such filing fee and (iv) it will confirm receipt of such instructions
by its bank during the bank's regular business hours no later than December 7,
1999.
ITEM 16. EXHIBITS
A. EXHIBITS:
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S>
5.1 Opinion of Edwards & Angell, LLP regarding legality of the
Common Stock.
23.1 Consent of Edwards & Angell, LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Ernst & Young LLP.
*24.1 Power of Attorney.
</TABLE>
- ---------------
* Incorporated by reference from the Prior Registration Statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Melbourne, State of
Florida, on December 6, 1999.
AIRNET COMMUNICATIONS CORPORATION
By: *
------------------------------------
Name: R. Lee Hamilton, Jr.
Title: President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on December 6, 1999.
<TABLE>
<C> <S>
* Director, President and Chief Executive Officer
- ---------------------------------------------
R. Lee Hamilton, Jr.
/s/ GERALD Y. HATTORI Vice President of Finance, Chief Financial Officer,
- --------------------------------------------- Treasurer and Secretary
Gerald Y. Hattori
* Director
- ---------------------------------------------
Joel P. Adams
* Director
- ---------------------------------------------
James W. Brown
* Director
- ---------------------------------------------
Robert M. Chefitz
* Director
- ---------------------------------------------
Richard G. Coffey
Director
- ---------------------------------------------
Bruce R. DeMaeyer
* Director
- ---------------------------------------------
Milo D. Harrison
* Director
- ---------------------------------------------
J. Douglass Mullins
*By: /s/ GERALD Y. HATTORI
--------------------------------------
Gerald Y. Hattori, Attorney-in-Fact
</TABLE>
The Power of Attorney granted by each director and Mr. Hamilton as
President and CEO was included in the Prior Registration Statement and filed as
an exhibit thereto.
2
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF DOCUMENT
------- -----------------------
<C> <S>
5.1 Opinion of Edwards & Angell, LLP regarding legality of the
Common Stock.
23.1 Consent of Edwards & Angell, LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Ernst & Young LLP.
*24.1 Power of Attorney.
</TABLE>
- ---------------
* Incorporated by reference from the Prior Registration Statement.
<PAGE> 1
EXHIBIT 5.1
December 7, 1999
AirNet Communications Corporation
100 Rialto Place, Suite 300
Melbourne, FL 32901
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-1 filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"),
by AirNet Communications Corporation, a Delaware corporation (the "Company"),
with the Securities and Exchange Commission on December 7, 1999 (the "462(b)
Registration Statement"), relating to the registration under the Securities Act
of $6,325,000 of shares of the Company's Common Stock, $.001 par value per share
(the "Shares").
In connection with this opinion, we are familiar with the corporate
proceedings of the Company and we have examined the Certificate of Incorporation
of the Company and the Registration Statement on Form S-1 (No. 333-87693), filed
initially with the Securities and Exchange Commission under the Securities Act
on September 24, 1999, as thereafter amended (the "Initial Registration
Statement"), relating to the above-mentioned proposed public offering. In
addition, we have examined such corporate records, certificates and other
documents, and reviewed such questions of law, as we have deemed necessary or
advisable in order to enable us to render the opinion contained herein.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted to
us as originals, the conformity to unsigned documents of all documents submitted
to us as certified or photostatic copies and the authenticity of the originals
of such documents.
We assume that appropriate action will be taken, prior to the offer and
sale of the Shares, to register and qualify the Shares for sale under all
appropriate State "Blue Sky" and securities laws. Based upon the foregoing, we
are of the opinion that, upon consummation of the proposed initial public
offering, the Shares, when issued and delivered in the manner and for the
consideration stated in the Prospectus constituting a part of the Initial
Registration Statement, will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an Exhibit to the Rule 462(b)
Registration Statement and to the use of our name in the 462(b) Registration
Statement, the Initial Registration Statement incorporated by reference therein,
any amendments thereto, and the Prospectus constituting a part thereof.
Very truly yours,
/s/ EDWARDS & ANGELL, LLP
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
dated December 7, 1999 of AirNet Communications Corporation on Form S-1 of our
report dated September 22, 1999, (October 22, 1999 as to the last paragraph of
Note 11, and November 11, 1999 as to Note 12), included in the Prospectus which
is part of Amendment No. 2 of Registration Statement No. 333-87693 on Form S-1.
DELOITTE & TOUCHE LLP
Certified Public Accountants
Orlando, Florida
December 6, 1999
<PAGE> 1
EXHIBIT 23.3
CONSENT
We consent to the reference to our firm under the captions "Experts" and
"Selected Financial Data" and to the use of our report dated March 6, 1998, with
respect to the financial statements of AirNet Communications Corporation
included in Amendment No. 2 to the Registration Statement Form S-1 (No.
333-87693) dated November 12, 1999 and related Prospectus of AirNet
Communications Corporation for the registration of its common stock.
We also consent to the incorporation by reference therein of our report
dated March 6, 1998 with respect to the financial statements of AirNet
Communications Corporation as of December 31, 1997 and for the years ended
December 31, 1997 and 1996 included in this Registration Statement dated
December 7, 1999 filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Orlando, Florida
December 6, 1999
