-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BZQlUZqRP/VW1sWrlibyhR/7/dxN+UfABgiAXXtdZemsWUPsPgMC9rVLbaUrUCz5 u7n7W79vdY3FFY5gp2jlww== 0000914317-03-001199.txt : 20030411 0000914317-03-001199.hdr.sgml : 20030411 20030411165032 ACCESSION NUMBER: 0000914317-03-001199 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030411 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: YOUNG MICHAEL F CENTRAL INDEX KEY: 0001226381 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8000 LEE HIGHWAY CITY: FALLS CHURCH STATE: VA ZIP: 22042 BUSINESS PHONE: 7032050600 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELAXIS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000712511 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 042751645 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58753 FILM NUMBER: 03647440 BUSINESS ADDRESS: STREET 1: 20 INDUSTRIAL DRIVE EAST CITY: SOUTH DEERFIELD STATE: MA ZIP: 01373 BUSINESS PHONE: 4136658551 MAIL ADDRESS: STREET 1: 20 INDUSTRIAL DRIVE EAST STREET 2: P O BOX 109 CITY: SOUTH DEERFEILD STATE: MA ZIP: 013730109 FORMER COMPANY: FORMER CONFORMED NAME: MILLITECH CORP DATE OF NAME CHANGE: 19990913 SC 13D 1 form13d51466telaxis.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Telaxis Communication Corporation --------------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 879202 10 9 ----------- (CUSIP Number) David L. Renauld, Esq. 20 Industrial Drive East South Deerfield, MA 01373 (413)665-8551 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 1, 2003 ----------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. *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 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). 879202 10 9 Page 2 of 7 Pages (CUSIP Number) - -------------------------------------------------------------------------------- 1) Names of Reporting Persons Michael F. Young I.R.S. Identification Nos. of Above Persons (entities only) - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- (7) Sole Voting Power NUMBER OF 16,904,232 - -------------------------------------------------------------------------------- SHARES (8) Shared Voting Power BENEFICIALLY OWNED BY Not Applicable - -------------------------------------------------------------------------------- EACH (9) Sole Dispositive Power REPORTING PERSON 16,904,232 - -------------------------------------------------------------------------------- WITH (10) Shared Dispositive Power Not Applicable - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 16,904,232 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [X] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 31.1% - -------------------------------------------------------------------------------- 14)Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 879202 10 9 Page 3 of 7 Pages (CUSIP Number) Item 1. Security and Issuer. -------------------- This statement on Schedule 13D relates to the common stock, par value $.01 per share, of Telaxis Communications Corporation, a Massachusetts corporation ("Telaxis"). The principal executive offices of Telaxis are located at 8000 Lee Highway, Falls Church, VA 22042. Item 2. Identity and Background. ------------------------ (a) The name of the individual filing this statement on Schedule 13D is Michael F. Young. (b) Mr. Young's business address is 8000 Lee Highway, Falls Church, VA 22042. (c) Mr. Young is a Director, President, and Chief Technical Officer of Telaxis, which has principal executive offices located at 8000 Lee Highway, Falls Church, VA 22042. Telaxis is a developer and supplier of wireless communications equipment. (d) During the last five years, Mr. Young has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Young was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Mr. Young was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Mr. Young is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- Mr. Young acquired the shares of common stock of Telaxis described in this statement on Schedule 13D as a result of the strategic combination (the "Combination") of Telaxis and Young Design, Inc. ("YDI"), which was completed on April 1, 2003 pursuant to an Agreement and Plan of Merger, dated as of March 17, 2003 (the "Combination Agreement"). Prior to the Combination, YDI was owned by two stockholders. Concorde Equity, LLC, a Delaware limited liability company ("Concorde"), owned 8,265,307 shares of YDI common stock, and Mr. Young owned 6,734,693 shares of YDI common stock. To Mr. Young's knowledge, Robert E. Fitzgerald owns approximately 58.7% of the membership interests of Concorde and is President and Managing Member of Concorde. Mr. Fitzgerald and Mr. Young were two of the three members of the Board of Directors of YDI. Mr. Fitzgerald was Chief Executive Officer of YDI, and Mr. Young was President and Chief Technical Officer of YDI. 879202 10 9 Page 4 of 7 Pages (CUSIP Number) In the Combination, Telaxis formed a subsidiary, WFWL Acquisition Corporation, that merged with and into YDI and each outstanding share of YDI common stock was converted into the right to receive 2.5 shares of Telaxis common stock. This exchange ratio was determined through arms-length negotiation between YDI and Telaxis. As a result of the Combination, Concorde's YDI common stock was converted into 20,663,267 shares of Telaxis common stock and Mr. Young's YDI common stock was converted into 16,836,732 shares of Telaxis common stock. In the Combination, Telaxis assumed each outstanding option to purchase shares of YDI common stock and converted them into options to purchase shares of Telaxis common stock. The exercise price and number of shares obtainable upon exercise of each such option was adjusted based on the exchange ratio. Prior to the Combination, Mr. Young held options to purchase 54,000 shares of YDI's common stock at a per share exercise price of $1.00. As a result of the Combination, Mr. Young now holds options to purchase 135,000 shares of Telaxis common stock at a per share exercise price of $.40. As of the date of this statement on Schedule 13D, options to purchase 67,500 shares are exercisable. Options to purchase an additional 16,875 shares will become exercisable on each of November 4, 2003, November 4, 2004, November 4, 2005, and November 4, 2006. Mr. Young intends to use his personal assets to pay the exercise price for any of these options that he may choose to exercise. Item 4. Purpose of Transaction. ----------------------- The information set forth in Item 3 above is hereby incorporated herein by reference. Mr. Young acquired the shares of Telaxis common stock held by him in order to obtain a substantial equity position in Telaxis for investment purposes. Mr. Young believed that the Combination was attractive for a number of business reasons, including the synergies between Telaxis and YDI and obtaining a more liquid security. Pursuant to the Combination Agreement, Telaxis has agreed to submit for approval by its stockholders, at the next meeting of its stockholders (currently expected by Mr. Young to occur in June 2003), a proposal to change the corporate name of Telaxis to "YDI Wireless, Inc." and has agreed to use "YDI Wireless" as a trade name prior to such formal name change. In addition, to the knowledge of Mr. Young, following this contemplated name change, Telaxis will take all actions necessary so that the Telaxis common stock will trade under a ticker symbol different than Telaxis' current ticker symbol of "TLXS." In the Combination Agreement, it was contemplated that Mr. Robert E. Fitzgerald would be Chief Executive Officer and President of Telaxis following the Combination and that Mr. Young would be Chief Technical Officer of Telaxis following the Combination. Shortly after the completion 879202 10 9 Page 5 of 7 Pages (CUSIP Number) of the Combination, the Telaxis Board of Directors elected Mr. Fitzgerald as Chief Executive Officer of Telaxis and Mr. Young as President and Chief Technical Officer of Telaxis. Mr. Young has engaged in discussions with Dr. John L. Youngblood and is currently considering actions that may result in the resignation or removal of Dr. Youngblood from the Board of Directors of Telaxis. Mr. Young is still in the process of considering these items and may or may not take any or all of these actions. Mr. Young may, at any time and from time to time, review or reconsider his position and/or formulate plans or proposals with respect thereto. Although Mr. Young currently has no specific plan or proposal to acquire or dispose of Telaxis common stock, Mr. Young, at any time and from time to time, may acquire additional shares of Telaxis common stock or dispose of any or all of his shares of Telaxis common stock depending upon an ongoing evaluation of his investment in Telaxis common stock, applicable legal restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of Mr. Young, and/or other investment considerations. In the Combination Agreement, Telaxis agreed to prepare and file with the Securities and Exchange Commission, sometime in the first half of calendar year 2004, a registration statement with respect to the shares of Telaxis common stock issued in connection with the Combination. Those shares were initially issued to the former YDI stockholders (including Mr. Young) in a transaction exempt from the registration requirements of federal securities law. The Board of Directors may grant Mr. Young additional employee stock options from time to time in the future for compensatory and other purposes. In addition, Mr. Young may engage in communications with one or more other stockholders of Telaxis, one or more officers of Telaxis, one or more members of the Board of Directors of Telaxis, and/or one or more other representatives of Telaxis regarding Telaxis, including but not limited to its operations and management. Mr. Young may discuss ideas that, if effected, may relate to, or may result in, any of the matters listed in Items 4(a)-(i) of Schedule 13D. Other than as described above, Mr. Young currently has no plan or proposal which relates to, or would result in, any of the matters listed in Items 4(a)-(i) of Schedule 13D, although Mr. Young may, at any time and from time to time, review or reconsider his position and/or change his purpose and/or formulate plans or proposals with respect thereto. The information set forth in this Item 4 is qualified in its entirety by reference to the Combination Agreement (Exhibit 1 hereto) and the other exhibits hereto, each of which is incorporated by reference herein in its entirety. 879202 10 9 (CUSIP Number) Page 6 of 7 Pages Item 5. Interest in Securities of the Issuer. ------------------------------------- (a) As of the date of this statement on Schedule 13D, Mr. Young beneficially owns 16,904,232 shares of Telaxis common stock, consisting of 16,836,732 outstanding shares of Telaxis common stock and options held by Mr. Young which are exercisable within 60 days of the date of this statement to acquire an additional 67,500 shares of Telaxis common stock. See Item 3 above. Based on the 54,208,312 outstanding shares of Telaxis common stock as of the date of this statement on Schedule 13D, Mr. Young beneficially owns approximately 31.1% of Telaxis' common stock. (b) Mr. Young has the sole power to vote or to direct the vote and the sole power to dispose of or to direct the disposition of all the securities described in Item 5(a) above. (c) Mr. Young has not effected any transaction in Telaxis common stock during the past 60 days, except as disclosed herein. (d) Not Applicable. (e) Not Applicable. Mr. Young does not affirm the existence of any group, disclaims membership in any group, and disclaims beneficial ownership of the 20,663,267 outstanding shares of Telaxis common stock and any and all other Telaxis securities held by Concorde and Mr. Fitzgerald. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to ------------------------------------------------------------------------ Securities of the Issuer. ------------------------- The information set forth in Item 5 above is hereby incorporated herein by reference. Item 7. Material to be Filed as Exhibits. --------------------------------- 1. Agreement and Plan of Merger, dated as of March 17, 2003, by and between Telaxis Communications Corporation and Young Design, Inc.* 2. Indemnification Agreement, dated as of March 17, 2003, by and among Telaxis Communications Corporation, Merry Fields, LLC, Concorde Equity, LLC, and Michael F. Young.* 3. Investor Agreement, dated as of March 17, 2003, by and between Telaxis Communications Corporation and Concorde Equity, LLC.* 4. Investor Agreement, dated as of March 17, 2003, by and between Telaxis Communications Corporation and Michael F. Young.* 5. Amendment No. 2 to Rights Agreement, dated as of March 17, 2003, by and between Telaxis Communications Corporation and Registrar and Transfer Company.* * Incorporated by reference to the like-named exhibit to Telaxis Communications Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2003. 879202 10 9 Page 7 of 7 Pages (CUSIP Number) 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: April 11, 2003 /S/ Michael F. Young - -------------------------------- Michael F. Young -----END PRIVACY-ENHANCED MESSAGE-----