<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2000
Commission File Number: 000-28217
AIRNET COMMUNICATIONS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 59-3218138
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
100 Rialto Place, Suite 300, Melbourne, Florida 32901
(Address of Principal Executive Offices) (Zip Code)
(321) 953-6600
(Registrant's Telephone Number, Including Area Code)
Indicate by check [X] 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 the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at August 10, 2000
----- ------------------------------
Common stock, par value $.001 23,658,940
<PAGE> 2
AIRNET COMMUNICATIONS CORPORATION
INDEX
Page No.
PART I. FINANCIAL INFORMATION:
Item 1. Financial Statements
Condensed Balance Sheets....................................... 3
Condensed Statements of Operations............................. 4
Condensed Statements of Cash Flows............................. 5
Notes to Condensed Financial Statements........................ 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations..................................... 8
PART II. OTHER INFORMATION:
Item 1. Legal Proceedings.............................................. 10
Item 2. Changes in Securities and Use of Proceeds...................... 10
Item 4. Submission of Matters to a Vote of Securities Holders.......... 11
Item 5. Other Information.............................................. 11
Item 6. Exhibits and Reports on Form 8-K............................... 11
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
AIRNET COMMUNICATIONS CORPORATION
CONDENSED BALANCE SHEETS
(IN THOUSANDS)
<TABLE>
<CAPTION>
UNAUDITED AUDITED
JUNE 30, 2000 DECEMBER 31, 1999
------------- -----------------
<S> <C> <C>
Assets
Cash and cash equivalents $ 70,844 $100,423
Accounts receivable, net 9,533 10,122
Note receivable 9,015 --
Inventories 25,814 15,978
Other 611 500
-------- --------
Total current assets $115,817 $127,023
-------- --------
Property and equipment, net 5,872 3,968
Long term notes receivable 1,575 --
Other long-term assets 28 22
-------- --------
Total assets $123,292 $131,013
======== ========
Liabilities and Stockholders' Equity
Accounts payable $ 6,455 $ 6,464
Accrued expenses 3,234 2,101
Current portion of capital lease obligations 279 540
Customer deposits 2,958 5,234
Deferred revenues 13,349 8,209
-------- --------
Total current liabilities 26,275 22,548
Capital lease obligations 421 202
Stockholders' equity 96,596 108,263
-------- --------
Total liabilities and stockholders' equity $123,292 $131,013
======== ========
</TABLE>
See Notes to Condensed Financial Statements.
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AIRNET COMMUNICATIONS CORPORATION
CONDENSED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000 JUNE 30, 1999
------------- ------------- ------------- -------------
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net revenues $ 8,188 $ 2,215 $ 15,253 $ 4,373
Cost of revenues 5,253 1,455 9,881 2,912
----------- -------- ----------- --------
Gross profit 2,935 760 5,372 1,461
Operating expenses:
Research and development 6,915 3,459 12,993 7,194
Sales and marketing 2,089 865 4,564 1,756
General and administrative 1,162 580 2,287 1,142
Stock-based compensation 109 74 218 120
----------- -------- ----------- --------
Total costs and expenses 10,275 4,978 20,062 10,212
----------- -------- ----------- --------
Loss from operations (7,340) (4,218) (14,690) (8,751)
Other income, net 1,118 19 2,463 93
----------- -------- ----------- --------
Net loss $ (6,222) $ (4,199) $ (12,227) $ (8,658)
Preferred dividends (1) -- 1,704 -- 3,398
----------- -------- ----------- --------
Net loss attributable to common stockholders $ (6,222) $ (5,903) $ (12,227) $(12,056)
=========== ======== =========== ========
Net loss per share attributable to common
stockholders - basic and diluted $ (0.26) $ (14.48) $ (0.52) $ (31.97)
Weighted average shares used in calculating basic
and diluted loss per common share 23,554,966 407,788 23,454,678 377,072
</TABLE>
(1) All accumulated dividends were cancelled when the Company closed on its
initial public offering in December 1999. This is a non-cash item.
See Notes to Condensed Financial Statements.
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AIRNET COMMUNICATIONS CORPORATION
CONDENSED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999
------------- -------------
(UNAUDITED)
<S> <C> <C>
Operating activities
Net cash used in operating activities $(27,054) $(3,153)
-------- -------
Cash flows from investing activities:
Purchases of property and equipment (2,391) (351)
-------- -------
Net cash used in investing activities (2,391) (351)
-------- -------
Cash flows from financing activities:
Net proceeds from issuance of long-term borrowings -- 6,000
Principal payments on capital lease obligations (454) (359)
Proceeds from issuance of common stock 321 15
-------- -------
Net cash (used in) provided by financing activities (133) 5,656
-------- -------
Increase (decrease) in cash and cash equivalents (29,578) 2,152
Cash and cash equivalents at beginning of period 100,422 7,580
-------- -------
Cash and cash equivalents at end of period $ 70,844 $ 9,732
======== =======
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 42 $ 33
======== =======
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Property and equipment acquired under capital lease obligations $ 412 $ 545
======== =======
Issuance of warrants in connection with bridge financing $ -- $ 243
======== =======
</TABLE>
See Notes to Condensed Financial Statements.
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<PAGE> 6
AirNet Communications Corporation
NOTES TO CONDENSED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE DATA)
1.) BASIS OF PRESENTATION
The accompanying condensed financial statements are unaudited, but in the
opinion of management, reflect all adjustments (consisting only of normal
recurring adjustments) necessary to fairly state the Company's financial
position, results of operations, and cash flows as of and for the dates and
periods presented. The financial statements of the Company are prepared in
accordance with generally accepted accounting principles as adopted in the
United States for interim financial information, the instructions to Form 10-Q
and Rule 10-01 of Regulation S-X.
These unaudited condensed financial statements should be read in conjunction
with the Company's audited financial statements and footnotes included in the
Company's Form 10-K filing on March 29, 2000 and the Company's Registration
Statement on Form S-1 declared effective by the Securities and Exchange
Commission on December 6, 1999. The results of operations for the six-month
period ended June 30, 2000 are not necessarily indicative of the results for the
entire year ending December 31, 2000.
2.) ACCOUNTS AND NOTES RECEIVABLE
Accounts receivable consist of:
June 30, 2000 December 31, 1999
------------- -----------------
(Unaudited)
Trade receivable $ 11,348 $11,637
Less: allowance for doubtful accounts (1,815) (1,515)
-------- -------
$ 9,533 $10,122
======== =======
Notes Receivable consist of:
June 30, 2000 December 31, 1999
------------- -----------------
(Unaudited)
Current $ 9,015 --
Non-current 1,575 --
------- ----
$10,580 $ --
======= ====
The Company's receivables are principally concentrated in the telecommunications
industry.
3.) INVENTORIES
Inventories consist of the following:
June 30, 2000 December 31, 1999
------------- -----------------
(Unaudited)
Raw materials $13,508 $ 6,929
Work in process 834 2,660
Finished goods 1,735 --
Finish goods delivered to customers 9,737 6,389
------- -------
$25,814 $15,978
======= =======
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<PAGE> 7
4.) BASIC AND DILUTED NET LOSS PER SHARE
Basic and diluted net loss per share is calculated in accordance with Statements
of Financial Accounting Standards No. 128, "Earnings Per Share." The denominator
used in the computation of basic and diluted net loss per share is the weighted
average number of common shares outstanding for the respective period. All
potentially dilutive securities were excluded from the calculation of diluted
net loss per share, as the effect would be anti-dilutive.
The computation of loss per share is as follows:
<TABLE>
<CAPTION>
Three Months Three Months Six Months Six Months
Ended Ended Ended Ended
June 30, 2000 June 30, 1999 June 30, 2000 June 30, 1999
------------- ------------- ------------- -------------
(Unaudited) (Unaudited) (Unaudited)
<S> <C> <C> <C> <C>
Net loss attributable to common stockholders $ (6,222) $ (5,903) $ (12,227) $ (12,056)
Weighted average shares outstanding 23,554,966 407,788 23,454,678 377,072
----------- ----------- ----------- -----------
Basic and diluted loss per share $ (0.26) $ (14.48) $ (0.52) $ (31.97)
=========== =========== =========== ===========
Potentially dilutive securities consist of
the following:
Options to purchase common stock 1,555,501 841,850 1,555,501 841,850
Convertible preferred stock -- 12,779,601 -- 12,779,601
Warrants to purchase common stock 548,471 633,656 548,471 633,656
----------- ----------- ----------- -----------
Total 2,103,972 14,255,107 2,103,972 14,255,107
=========== =========== =========== ===========
</TABLE>
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<PAGE> 8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
FORWARD-LOOKING STATEMENTS
This Form 10-Q includes forward-looking statements concerning pending legal
proceedings and other aspects of future operations. These forward-looking
statements are based on certain underlying assumptions and expectations of
management. Certain factors could cause actual results to differ materially from
the forward-looking statements included in this Form 10-Q. For additional
information on those factors that could affect actual results, please refer to
the Company's Form 10-K for the year ended December 31, 1999.
FINANCIAL CONDITION
This discussion should be read in conjunction with the Notes to Condensed
Financial Statements contained in this report and Management's Discussion and
Analysis of Financial Condition and Results of Operations appearing in the
Company's 1999 Form 10-K. The results of operations for an interim period may
not give a true indication of results for the year. In the following discussion,
all comparisons are with the corresponding items in the prior year.
Overview
The Company provides base stations and other wireless telecommunications
infrastructure products designed to support the GSM, or Global Standard for
Mobile Communications, system of mobile voice and data transmission. The Company
markets its products to operators of wireless networks. A base station is a key
component of a wireless network and is used to receive and transmit voice and
data signals over radio frequencies. The Company's products include the
AdaptaCell, a software-defined base station, meaning it uses software to control
the way it encodes and decodes wireless signals, and the AirSite, a backhaul
free base station, meaning it carries voice and data signals back to the
wireline network without using a physical communications link.
From its inception in January 1994 through May 1997, the Company's operations
consisted principally of start-up activity associated with the design,
development, and marketing of its products. As a result, the Company did not
generate significant revenues until 1998 and generated $17.8 million in net
revenues in 1999 and $15.3 million for the six months ended June 30, 2000. The
Company has incurred substantial losses since commencing operations, and as of
June 30, 2000 had an accumulated deficit of $113.6 million. The Company has not
achieved profitability on a quarterly or annual basis. Because the Company will
need to continue to focus heavily on developing its technology and products,
organizing its sales and distribution systems and assembling the personnel
necessary to support its anticipated growth in the near future, the Company
expects to continue to incur net losses for at least the next several quarters.
The Company will need to generate significantly higher revenues in order to
support expected increases in research and development, sales and marketing and
general and administrative expenses, and to achieve and maintain profitability.
The Company's revenues are derived from sales of a single product line based on
the GSM system. The Company generates a substantial portion of its revenues from
a limited number of customers, with five customers accounting for 84% of net
revenues during the three months ended June 30, 2000. Most of the Company's
existing and potential customers are start-up operators that have not yet
commenced the buildout of their networks, obtained necessary financing or
acquired a high degree of familiarity with the Company's products.
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<PAGE> 9
Results of Operations
The following table sets forth for the periods indicated the results of
operations expressed as a percentage of net revenues:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
JUNE 30, 2000 JUNE 30, 1999 JUNE 30, 2000 JUNE 30, 1999
(UNAUDITED) (UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net revenues 100.0% 100.0% 100.0% 100.0%
Cost of revenues 64.2% 65.7% 64.8% 66.6%
Gross profit 35.8% 34.3% 35.2% 33.4%
Operating expenses:
Research and development 84.5% 156.2% 85.2% 164.5%
Sales and marketing 25.5% 39.1% 29.9% 40.2%
General and administrative 14.2% 26.2% 15.0% 26.1%
Stock based compensation 1.3% 3.2% 1.4% 2.7%
Total operating expenses 125.5% 224.7% 131.5% 233.5%
Loss from operations (89.7)% (190.4)% (96.3)% (200.1)%
Other income, net 13.7% 0.8% 16.1% 2.1%
Net loss (76.0)% (189.6)% (80.2)% (198.0)%
</TABLE>
Three Months and Six Months Ended June 30, 2000 Compared to Three Months and Six
Months Ended June 30, 1999
Net revenue: Net revenues for the three months ended June 30, 2000
increased $6.0 million or 270% to $8.2 million as compared to $2.2 million for
the three months ended June 30, 1999. Net revenues were $15.3 million and $4.4
million for the six months ended June 30, 2000 and 1999, respectively. These
increases are the result of higher shipments, customer deployments and
installations to new and existing customers as they expand their commercial
service networks.
Gross profit: Gross profits for the three months ended June 30, 2000
increased $2.1 million or 286% to $2.9 million as compared to $0.8 million for
three-month period ended June 30, 1999. Gross profits were $5.4 million and $1.5
million for the six months ended June 30, 2000 and 1999, respectively. The gross
profit margins were 36% and 34% for the three months ended June 30, 2000 and
1999, respectively, and 35% and 33% for the six months ended June 30, 2000 and
1999, respectively. The increase in gross profit margins was attributable to the
product mix of the increased volume of shipments during the period.
Research and development: Research and development expenses were $6.9
million and $3.5 million for the three months ended June 30, 2000 and 1999,
respectively and $13.0 million and $7.2 million for the six months ended June
30, 2000 and 1999. These increases were due to the costs associated with a
significant increase in new hires and purchases of engineering lab equipment and
supplies driven by increased demand by the Company's larger customers for
advanced features.
Sales and marketing: Sales and marketing expenses were $2.1 million and
$0.9 million for the three months ended June 30, 2000 and 1999, respectively and
$4.6 million and $1.8 million for the six months ended June 30, 2000 and 1999,
respectively. Expenses increased due to the costs associated with a significant
expansion of the Company's international sales and distribution activities and
sales support functions. In addition, international travel and public relations
expenses contributed to the increase in the expense for the quarter.
General and administrative: General and administrative expenses were $1.2
million and $0.6 million for the three months ended June 30, 2000 and 1999,
respectively, and $2.3 million and $1.1 million for the six months ended June
30, 2000 and 1999, respectively. These increases were primarily due to new hires
to support the Company's growth, the cost of being a publicly traded company,
such as travel, outside legal and accounting services, and a provision for bad
debts.
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<PAGE> 10
Liquidity and Capital Resources
Prior to the Company's initial public offering, which raised net proceeds
of $80.4 million, the Company funded its operations primarily through the sale
of convertible preferred stock and capital equipment leases. The Company's
principal source of liquidity as of June 30, 2000 consisted of $70.8 million of
cash and cash equivalents.
Net cash used in operating activities for the six months ended June 30,
2000 was $27.1 million compared to net cash used in operating activities of $3.2
million for the six months ended June 30, 1999. The change from period to period
was due primarily to new hires related to increasing investment in research and
development and sales and marketing and to an increase in accounts receivable
and inventories as the Company experienced a significant increase in shipments
and orders.
Net cash used in investing activities for the six months ended June 30,
2000 was $2.4 million compared to net cash used in investing activities for the
six months ended June 30, 1999 of $0.4 million. The increase was primarily due
to purchases of capital equipment for its manufacturing and engineering
departments.
Net cash used in financing activities was $0.1 million for the six months
ended June 30, 2000 compared to net cash used in financing activities of $5.7
million for the six months ended June 30, 1999. This difference was primarily
due to net proceeds from the issuance of long-term borrowings last year.
The Company believes that its existing cash and cash equivalents will be
sufficient to meet capital requirements at least through the next twelve months,
although it could be required, or could elect, to seek additional funding prior
to that time. The Company's future capital requirements will depend upon many
factors, including rate of revenue growth, the timing and extent of spending to
support product development efforts and expansion of sales and marketing. There
can be no assurances that additional equity or debt financing, if required, will
be available on acceptable terms or at all.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
On January 21,1997, the Company filed a complaint against Amplidyne,
Inc. in the Circuit Court for the 18th Judicial Circuit in Brevard County,
Florida, alleging breach of contract and non-performance in connection with the
delivery of certain high-power amplifier units used in the Company's base
stations. The Company is seeking approximately $4.4 million in damages.
Amplidyne filed an answer alleging certain affirmative defenses and a
counterclaim against the Company for approximately $463,000. Amplidyne's motion
for summary judgment was denied in February 1999 and again in August 2000. A
jury trial is docketed for November 2000.
The Company is also involved in various claims and litigation matters
arising in the ordinary course of business. The Company believes that the
ultimate outcome of these matters will not have a material effect on its results
of operations or financial condition.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Use of Proceeds of Initial Public Offering
The effective date of the Company's registration statement on Form S-1
filed under the Securities Act of 1933 (No. 333-87693) relating to the initial
public offering of the Company's common stock was December 6, 1999. A total of
5,500,000 shares of the Company's common stock were sold at a price of $14.00
per share to an underwriting syndicate led by Salomon Smith Barney Inc., Chase
Hambrecht & Quist LLC and Prudential Volpe Technology Group. The offering
commenced on December 7, 1999 and closed on December 10, 1999. An additional
825,000 shares of common stock were sold to the underwriters named above to
cover over-allotments.
The initial public offering resulted in gross proceeds of $88.6 million.
Net proceeds from the offering amounted to $80.4 million after deducting
offering expenses of approximately $2.0 million and underwriting commissions and
discounts of approximately $6.2 million. Except for proceeds that were expended
as described below, the net proceeds have been included within cash and cash
equivalents.
As of June 30, 2000, approximately $9.6 million of the proceeds from the
initial public offering had been used primarily for general corporate purposes,
including working capital, expansion of its engineering organization, product
development programs, sales and marketing capabilities and general and
administrative functions. Proceeds will continue to be used for these purposes
in addition to capital expenditures. The Company may also use a portion of the
net proceeds to invest in complementary products, to license other technology or
to make potential acquisitions. However, it has no current understandings or
agreements relating to potential acquisitions.
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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
(a) The Annual Meeting of AirNet's stockholders was held on June 20, 2000. Of
the 23,478,310 shares of common stock outstanding on the record date of
April 21, 2000, a total of 22,304,730 shares were represented in person or
by proxy.
(b) The following directors were elected effective June 20, 2000:
Votes Cast
--------------------------
For Withheld
---------- --------
G. Michael Kirby 22,265,061 39,669
Leslie D. Shroyer 21,576,753 727,977
J. Douglass Mullins 22,214,080 90,650
R. Lee Hamilton, Jr. 21,711,658 593,072
Bruce R. DeMaeyer 22,213,405 91,325
James W. Brown 22,264,986 39,744
Joel P. Adams 22,264,786 39,944
Robert M. Chefitz 21,713,553 591,177
Richard G. Coffey 22,264,261 40,464
(c) The vote to approve the proposed Seventh Amended and Restated Certificate
of Incorporation was 20,086,865 for, 17,386 against and 5,522 abstaining
with 2,194,957 broker non-votes.
The vote to ratify the selection of Deloitte & Touche LLP as the Company's
independent auditors for 2000 was 22,293,376 for, 6,065 against and 5,289
abstaining.
ITEM 5. OTHER INFORMATION
On July 10, 2000, J. Douglass Mullins resigned from the Company's Board of
Directors for personal reasons. Mr. Mullins' written resignation did not
indicate that he had any disagreements with the Company on any matter relating
to its operations, policies or practices.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
3.1 Seventh Amended and Restated Certificate of Incorporation.
*3.2 Second Amended and Restated Bylaws.
**3.3 Amendment to Second Amended and Restated Bylaws.
*4.1 Specimen Certificate evidencing shares of Common Stock.
*4.2 Second Amended and Restated Shareholders' and Registration
Rights Agreement dated as of April 16, 1997.
*4.3 First Amendment to Second Amended and Restated Shareholders'
and Registration Rights Agreement dated as of September 20,
1999.
*4.4 Second Amended and Restated Agreement Among Series E,
Series F and Series G Second Amended and Restated
Preferred Stockholders and Senior Registration Rights
Agreement dated as of September 7, 1999.
*4.5 First Amendment to Second Amended and Restated Agreement
Among Series E, Series F and Series G Preferred
Stockholders and Senior Registration Rights Agreement
dated as of September 20, 1999.
*10.1 AirNet Communications Corporation 1999 Equity Incentive Plan.
*10.2 OEM and Patent License Option Agreement dated January 27, 1995
between Motorola, Inc. and AirNet Communications Corporation.
*10.3 Employee Noncompete and Post-Termination Benefits Agreement
dated October 26, 1999 between AirNet Communications
Corporation and R. Lee Hamilton, Jr.
***10.4 Amendment to Incentive Stock Option Agreements dated
February 11, 2000 between AirNet Communications Corporation
and R. Lee Hamilton, Jr.
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<PAGE> 12
***10.5 Amendment to Incentive Stock Option Agreements dated
February 11, 2000 between AirNet Communications Corporation
and Gerald Y. Hattori.
***10.6 Amendment to Incentive Stock Option Agreements dated
February 11, 2000 between AirNet Communications Corporation
and William J. Lee.
***10.7 Amendment to Incentive Stock Option Agreements dated
February 11, 2000 between AirNet Communications Corporation
and Mark G. Demange.
***10.8 Amendment to Incentive Stock Option Agreements dated
February 11, 2000 between AirNet Communications Corporation
and Glenn A. Ehley.
***10.9 Amendment to Incentive Stock Option Agreements dated
February 11, 2000 between AirNet Communications Corporation
and Timothy Mahar.
10.10 Agreement dated May 10, 2000 between AirNet Communications
Corporation and Gerald Y. Hattori.
27 Financial Data Schedule, June 30, 2000.
* Incorporated by reference to Registration Statement No.
333-87693 on Form S-1 as filed with the Securities and
Exchange Commission on September 24, 1999, as amended.
** Incorporated by reference to Annual Report on Form 10-K
as filed with the Securities and Exchange Commission on
March 29, 2000.
*** Incorporated by reference to Quarterly Report on Form
10-Q as filed with the Securities and Exchange Commission
on May 15, 2000.
(b) Reports on Form 8-K:
The Company filed a Current Report on Form 8-K with the Securities and
Exchange Commission on May 12, 2000 reporting one event under Item 5. Other
Events and filing an exhibit under Item 7. Exhibits.
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<PAGE> 13
SIGNATURES
Pursuant to the requirements 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.
Dated: August 11, 2000 /s/ R. Lee Hamilton, Jr.
-------------------------------------------------
R. Lee Hamilton, Jr., President and Chief
Executive Officer (Principal Executive Officer)
/s/ John C. Berens
-------------------------------------------------
John C. Berens, Vice President, Finance,
Chief Financial Officer, Secretary and Treasurer
(Principal Financial and Principal Accounting
Officer)
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<PAGE> 14
AIRNET COMMUNICATIONS CORPORATION
INDEX TO EXHIBITS
EXHIBIT NO.
-----------
3.1 Seventh Amended and Restated Certificate of Incorporation.
*3.2 Second Amended and Restated Bylaws.
**3.3 Amendment to Second Amended and Restated Bylaws.
*4.1 Specimen Certificate evidencing shares of Common Stock.
*4.2 Second Amended and Restated Shareholders' and Registration Rights
Agreement dated as of April 16, 1997.
*4.3 First Amendment to Second Amended and Restated Shareholders' and
Registration Rights Agreement dated as of September 20, 1999.
*4.4 Second Amended and Restated Agreement Among Series E, Series F and
Series G Second Amended and Restated Preferred Stockholders and
Senior Registration Rights Agreement dated as of September 7,
1999.
*4.5 First Amendment to Second Amended and Restated Agreement Among
Series E, Series F and Series G Preferred Stockholders and Senior
Registration Rights Agreement dated as of September 20, 1999.
*10.1 AirNet Communications Corporation 1999 Equity Incentive Plan.
*10.2 OEM and Patent License Option Agreement dated January 27, 1995
between Motorola, Inc. and AirNet Communications Corporation.
*10.3 Employee Noncompete and Post-Termination Benefits Agreement dated
October 26, 1999 between AirNet Communications Corporation and R.
Lee Hamilton, Jr.
***10.4 Amendment to Incentive Stock Option Agreements dated February 11,
2000 between AirNet Communications Corporation and R. Lee
Hamilton, Jr.
***10.5 Amendment to Incentive Stock Option Agreements dated February 11,
2000 between AirNet Communications Corporation and Gerald Y.
Hattori.
***10.6 Amendment to Incentive Stock Option Agreements dated February 11,
2000 between AirNet Communications Corporation and William J. Lee.
***10.7 Amendment to Incentive Stock Option Agreements dated February 11,
2000 between AirNet Communications Corporation and Mark G.
Demange.
***10.8 Amendment to Incentive Stock Option Agreements dated February 11,
2000 between AirNet Communications Corporation and Glenn A. Ehley.
***10.9 Amendment to Incentive Stock Option Agreements dated February 11,
2000 between AirNet Communications Corporation and Timothy Mahar.
10.10 Agreement dated May 10, 2000 between AirNet Communications
Corporation and Gerald Y. Hattori.
27 Financial Data Schedule, June 30, 2000.
* Incorporated by reference to Registration Statement No. 333-87693
on Form S-1 as filed with the Securities and Exchange Commission
on September 24, 1999, as amended.
** Incorporated by reference to Annual Report on Form 10-K as filed
with the Securities and Exchange Commission on March 29, 2000.
*** Incorporated by reference to Quarterly Report on Form 10-Q as
filed with the Securities and Exchange Commission on May 15, 2000.
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