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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)
AIRNET COMMUNICATIONS CORPORATION
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
00941P 10 6
(CUSIP Number)
December 10, 1999
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 9 pages
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CUSIP No. 00941P 10 6 13G Page 2 of 9 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS
HVFM-I, L.P.
51-0352975
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
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NUMBER OF 5. SOLE VOTING POWER
SHARES None
BENEFICIALLY --------------------------------------------------
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING 1,742,135(1)
PERSON --------------------------------------------------
WITH
7. SOLE DISPOSITIVE POWER
None
--------------------------------------------------
8. SHARED DISPOSITIVE POWER
1,742,135(1)
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,742,135(1)
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%
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12. TYPE OF REPORTING PERSON
PN
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- ---------------
(1) Includes 1,685,535 shares of common stock held by the Reporting Person,
49,067 shares of common stock issuable upon exercise of a warrant by
the Reporting Person and 7,533 shares of common stock issuable upon
exercise of options granted to J. Douglass Mullins and assignable to
the Reporting Person. Voting and investment power with respect to the
shares is shared with the other Reporting Persons filing hereunder.
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CUSIP No. 00941P 10 6 13G Page 3 of 9 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS
VFAM-I, L.L.C.
51-0357594
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware, U.S.A.
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NUMBER OF 5. SOLE VOTING POWER
SHARES
BENEFICIALLY None
OWNED BY -----------------------------------------------
EACH 6. SHARED VOTING POWER
REPORTING
PERSON 1,742,135(1)
WITH -----------------------------------------------
7. SOLE DISPOSITIVE POWER
None
-----------------------------------------------
8. SHARED DISPOSITIVE POWER
1,742,135(1)
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,742,135(1)
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%
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12. TYPE OF REPORTING PERSON
OO (limited liability company)
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(1) Includes 1,685,535 shares of common stock held by HVFM-I, L.P., 49,067
shares of common stock issuable upon exercise of a warrant by HVFM-I,
L.P. and 7,533 shares of common stock issuable upon exercise of stock
options granted to J. Douglass Mullins and assignable to HVFM-I, L.P.
Voting and investment power with respect to the shares is shared with
the other Reporting Persons filing hereunder.
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CUSIP No. 00941P 10 6 13G Page 4 of 9 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS
J. Douglass Mullins
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5. SOLE VOTING POWER
SHARES 3,500
BENEFICIALLY ------------------------------------------------
OWNED BY 6. SHARED VOTING POWER
EACH 1,742,135(1)
REPORTING ------------------------------------------------
PERSON 7. SOLE DISPOSITIVE POWER
WITH 3,500
------------------------------------------------
8. SHARED DISPOSITIVE POWER
1,742,135(1)
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,745,635(2)
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%
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12. TYPE OF REPORTING PERSON
IN
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(1) Includes 1,685,535 shares of common stock held by HVFM-I, L.P., 49,067
shares of common stock issuable upon exercise of a warrant by HVFM-I,
L.P. and 7,533 shares of common stock issuable upon exercise of stock
options granted to Mr. Mullins and assignable to HVFM-I, L.P. Mr.
Mullins is a member and manager of VFAM-I, L.L.C., the general partner
of HVFM-I, L.P. Voting and investment power with respect to such shares
is shared with the other Reporting Persons filing hereunder. Mr.
Mullins disclaims beneficial ownership of all shares except to the
extent of his pecuniary interest therein.
(2) Includes 3,500 shares of common stock held by Mr. Mullins, 1,685,535
shares of common stock held by HVFM-I, L.P., 49,067 shares of common
stock issuable upon exercise of a warrant held by HVFM-I, L.P. and
7,533 shares of common stock issuable upon exercise of stock options
granted to Mr. Mullins and assignable to HVFM-I, L.P. Mr. Mullins is a
member and manager of VFAM-I, L.L.C., the general partner of HVFM-I,
L.P. Mr. Mullins disclaims beneficial ownership of all shares except to
the extent of his pecuniary interest therein.
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CUSIP No. 00941P 10 6 13G Page 5 of 9 Pages
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1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS
W. Andrew Grubbs
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
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3. SEC USE ONLY
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4. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 5. SOLE VOTING POWER
SHARES 3,500
BENEFICIALLY -----------------------------------------------
OWNED BY
EACH 6. SHARED VOTING POWER
REPORTING 1,742,135(1)
PERSON -----------------------------------------------
WITH 7. SOLE DISPOSITIVE POWER
3,500
-----------------------------------------------
8. SHARED DISPOSITIVE POWER
1,742,135(1)
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9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,745,635(2)
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10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.8%
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12. TYPE OF REPORTING PERSON
IN
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(1) Includes 1,685,535 shares of common stock held by HVFM-I, L.P., 49,067
shares of common stock issuable upon exercise of a warrant by HVFM-I,
L.P. and 7,533 shares of common stock issuable upon exercise of stock
options granted to J. Douglass Mullins and assignable to HVFM-I, L.P.
Mr. Grubbs is a member and manager of VFAM-I, L.L.C., the general
partner of HVFM-I, L.P. Voting and investment power with respect to
such shares is shared with the other Reporting Persons filing
hereunder. Mr. Grubbs disclaims beneficial ownership of all shares
except to the extent of his pecuniary interest therein.
(2) Includes 3,500 shares of common stock held by Mr. Grubbs, 1,685,535
shares of common stock held by HVFM-I, L.P., 49,067 shares of common
stock issuable upon exercise of a warrant held by HVFM-I, L.P. and
7,533 shares of common stock issuable upon exercise of stock options
granted to J. Douglass Mullins and assignable to HVFM-I, L.P. Mr.
Grubbs is a member and manager of VFAM-I, L.L.C., the general partner
of HVFM-I, L.P. Mr. Grubbs disclaims beneficial ownership of all shares
except to the extent of his pecuniary interest therein.
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CUSIP No. 00941P 10 6 13G Page 6 of 9 Pages
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Item 1.
(a) Name of Issuer: AirNet Communications Corporation
(b) Address of Issuer's Principal Executive Offices:
100 Rialto Place
Suite 300
Melbourne, Florida 32901
Item 2.
(a) Name of Person Filing: This statement is being filed jointly
by HVFM-I, L.P. ("HVFM"), VFAM-I, L.L.C. ("VFAM"), J. Douglass
Mullins and W. Andrew Grubbs.
(b) Address of Principal Business Office:
The address of VFAM's and HVFM's principal business office is
1901 South Harbor City Boulevard, Suite 501, Melbourne,
Florida 32901. Mr. Mullins' and Mr. Grubbs' business addresses
are c/o VFAM-I, L.L.C., 1901 South Harbor City Boulevard,
Suite 501, Melbourne, Florida 32901.
(c) Citizenship: VFAM and HVFM are both organized under the laws
of the State of Delaware. Mr. Mullins and Mr. Grubbs are both
citizens of the United States.
(d) Title of Class of Securities: Common Stock, par value $.001
per share.
(e) CUSIP Number: 00941P 10 6
Item 3. Not Applicable.
Item 4. Ownership.
(a) As of December 31, 1999, HVFM is the beneficial owner of
1,742,135 shares of Common Stock, including 1,685,535 shares
held directly by HVFM, 49,067 shares of Common Stock issuable
upon exercise of a warrant held by HVFM and 7,533 shares of
Common Stock issuable upon exercise of options granted to Mr.
Mullins and assignable to HVFM.
As of December 31, 1999, VFAM is the beneficial owner of
1,742,135 shares of Common Stock, including 1,685,535 shares
of Common Stock held by HVFM, 49,067 shares of Common Stock
issuable upon exercise of a warrant by HVFM and 7,533 shares
of Common Stock issuable upon exercise of stock options
granted to Mr. Mullins and assignable to HVFM.
As of December 31, 1999, Mr. Mullins is the beneficial owner
of 1,745,635 shares of Common Stock, including 3,500 shares of
Common Stock held by Mr. Mullins, 1,685,535 shares of Common
Stock held by HVFM, 49,067 shares of Common Stock issuable
upon exercise of a warrant held by HVFM and 7,533 shares of
Common Stock issuable upon exercise of stock options granted
to Mr. Mullins and assignable to HVFM. Mr. Mullins is
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CUSIP No. 00941P 10 6 13G Page 7 of 9 Pages
a member and manager of VFAM, the general partner of HVFM. Mr.
Mullins disclaims beneficial ownership of all shares except to
the extent of his pecuniary interest therein.
As of December 31, 1999, Mr. Grubbs is the beneficial owner of
1,745,635 shares of Common Stock, including 3,500 shares of
Common Stock held by Mr. Grubbs, 1,685,535 shares of Common
Stock held by HVFM, 49,067 shares of Common Stock issuable
upon exercise of a warrant held by HVFM and 7,533 shares of
Common Stock issuable upon exercise of stock options granted
to Mr. Grubbs and assignable to HVFM. Mr. Grubbs is a member
and manager of VFAM, the general partner of HVFM. Mr. Grubbs
disclaims beneficial ownership of all shares except to the
extent of his pecuniary interest therein.
(b) As of December 31, 1999, the 1,742,135 shares of Common Stock
beneficially owned by HVFM constitute 7.8% of the issued and
outstanding shares of Common Stock (based on 22,280,336 shares
of Common Stock issued and outstanding as of the date hereof,
which consists of 22,223,736 shares of Common Stock issued and
outstanding as reported in Issuer's Registration Statement on
Form S-1, dated November 12, 1999 (the "Registration
Statement"), 49,067 shares of Common Stock issuable upon
exercise of warrants held by HVFM and 7,533 shares of Common
Stock issuable upon exercise of options granted to
Mr. Mullins and assignable to HVFM).
As of December 31, 1999, the 1,742,135 shares of Common Stock
beneficially owned by VFAM also constitute 7.8% of the issued
and outstanding shares of Common Stock (based on 22,280,336
shares of Common Stock, including 22,223,736 shares of Common
Stock issued and outstanding as reported in the Registration
Statement, 49,067 shares of Common Stock issuable upon
exercise of warrants held by HVFM and 7,533 shares of Common
Stock issuable upon exercise of options granted to Mr. Mullins
and assignable to HVFM).
As of December 31, 1999, the 1,745,635 shares of Common Stock
beneficially owned by Mr. Mullins constitute 7.8% of the
issued and outstanding shares of Common Stock (based on
22,280,336 shares of Common Stock, including 22,223,736 shares
of Common Stock issued and outstanding as reported in the
Registration Statement, 49,067 shares of Common Stock issuable
upon exercise of warrants held by HVFM and 7,533 shares of
Common Stock issuable upon exercise of options granted to Mr.
Mullins and assignable to HVFM). Mr. Mullins is a member and
manager of VFAM, the general partner of HVFM, and disclaims
beneficial ownership of all such shares except to the extent
of his pecuniary interest therein.
As of December 31, 1999, the 1,745,635 shares of Common Stock
beneficially owned by Mr. Grubbs constitute 7.8% of the issued
and outstanding shares of Common Stock (based on 22,280,336
shares of Common Stock, including 22,223,736 shares of Common
Stock issued and outstanding as reported in the Registration
Statement, 49,067 shares of Common Stock issuable upon
exercise of warrants held by HVFM and 7,533 shares of Common
Stock issuable upon exercise of options granted to Mr. Mullins
and assignable to HVFM). Mr. Grubbs is a member and manager of
VFAM, the general partner of HVFM, and disclaims beneficial
ownership of all such shares except to the extent of his
pecuniary interest therein.
(c) (i) Mr. Mullins has the sole power to vote or to direct
the vote of 3,500 shares of Common Stock. Mr. Grubbs
has the sole power to vote or to direct the vote of
3,500 shares of Common Stock.
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CUSIP No. 00941P 10 6 13G Page 8 of 9 Pages
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(ii) HVFM has shared power to vote or direct the vote of
1,742,135 shares of Common Stock. VFAM has shared
power to vote or to direct the vote of 1,742,135
shares of Common Stock. Mr. Mullins has shared power
to vote or direct the vote of 1,742,135 shares of
Common Stock. Mr. Grubbs has shared power to vote or
direct the vote of 1,742,135 shares of Common Stock.
(iii) Mr. Mullins has the sole power to dispose or to
direct the disposition of 3,500 shares of Common
Stock. Mr. Grubbs has the sole power to dispose or to
direct the disposition of 3,500 shares of Common
Stock.
(iv) HVFM has shared power to dispose or to direct the
vote of 1,742,135 shares of Common Stock. VFAM has
shared power to dispose or to direct the disposition
of 1,742,135 shares of Common Stock. Mr. Mullins has
shared power to dispose or to direct the disposition
of 1,742,135 shares of Common Stock. Mr. Grubbs has
shared power to dispose or to direct the disposition
of 1,742,135 shares of Common Stock.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of more than Five Percent on Behalf of Another
Pursuant to that certain Limited Partnership Agreement dated January
13, 1994 by and between VFAM-I, L.L.C. and Harris Corporation, Harris
Corporation, the limited partner of HVFM, has the right to receive
in-kind distributions of, or the proceeds from the sale of, the
securities held by HVFM and subject to this filing.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are not held for the purpose of or with the effect of changing
or influencing the control of the issuer of the securities and
were not acquired and are not held in connection with or as a
participant in any transaction having that purpose of effect.
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CUSIP No. 00941P 10 6 13G Page 9 of 9 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DATE: February 11, 2000
HVFM-I, L.P.
By: VFAM-I, L.L.C., its General Partner
By: /s/ J. Douglass Mullins
---------------------------------
J. Douglass Mullins, Manager
VFAM-I, L.L.C.
By: /s/ J. Douglass Mullins
----------------------------------------
J. Douglass Mullins, Manager
/s/ J. Douglass Mullins
----------------------------------------
J. DOUGLASS MULLINS
/s/ W. Andrew Grubbs
----------------------------------------
W. ANDREW GRUBBS
