-----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, Nb7YxGxXftlsP1lYKatAm2gTUE3lY2EpN2vMephL1hwHDlMpZqYdssz1k3ZTYfUu Yq1MWwbwsA5fiv64+XJjuQ== 0001045969-02-000490.txt : 20020415 0001045969-02-000490.hdr.sgml : 20020415 ACCESSION NUMBER: 0001045969-02-000490 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020322 ITEM INFORMATION: Other events FILED AS OF DATE: 20020322 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD WIRELESS COMMUNICATIONS INC CENTRAL INDEX KEY: 0001031744 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15837 FILM NUMBER: 02582746 BUSINESS ADDRESS: STREET 1: 5670 GREENWOOD PLAZA BLVD STREET 2: SUITE 340 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 8015756600 MAIL ADDRESS: STREET 1: 5670 GREENWOOD PLAZA BLVD STREET 2: SUITE 340 CITY: ENGLEWOOD STATE: CO ZIP: 80111 8-K 1 d8k.htm FORM 8-K Prepared by R.R. Donnelley Financial -- Form 8-K
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 22, 2002
 
WORLD WIRELESS COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
 
Nevada
(State or other jurisdiction of incorporation)
 
001-15837
     
87-0549700
(Commission File Number)
     
(I.R.S. Employer Identification No.)
 
5670 Greenwood Plaza Boulevard, Penthouse, Greenwood Village, Colorado 80111
(Address of principal executive office)
 
303-221-1944
(Registrant’s telephone number, including area code)
 
Item 1.    Change in Control of Registrant
 
None.
 
Item 2.    Acquisition or Disposition of Assets
 
None.
 
Item 3.    Bankruptcy or Receivership
 
None.
 
Item 4.    Change in Registrant’s Certifying Accountant
 
None.
 
Item 5.    Other Events
 
Results of Special Meeting of Shareholders
 
World Wireless Communications, Inc. (the “Company”) stated that its shareholders at a special meeting held at its offices on March 15, 2002 approved the four items of business presented to them in the Proxy Statement dated February 19, 2002.
 
First, the shareholders approved (a) the mandatory conversion of up to $5,000,000 in principal amount of the Company’s Senior Secured Notes issuable to a group comprising the Company’s largest stockholder, Michael Lauer, Lancer Offshore, Inc. and Lancer Partners L.P., and their affiliates (including the $3,810,000 in principal  

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amount thereof issued to such group as of February 8, 2002), into up to 100,000,000 shares of the Company’s Common Stock and (b) the issuance of up to 2,500,000 shares of the Company’s Common Stock pursuant to the exercise of the warrants which may be granted to such creditors in connection with such financing (including the warrants to purchase 1,905,000 shares outstanding as of February 8, 2002). Such approval satisfies one of the two conditions to the mandatory conversion of such notes. The other condition that remains unsatisfied is that the Company must raise $4,110,000 in equity from sources other than Michael Lauer and his affiliates, including without limitation, Lancer Offshore, Inc., Lancer Partners L.P. and The Orbiter Fund Ltd., on or before June 30, 2002.
 
Second, the shareholders approved (a) the mandatory conversion of the Company’s shares of Senior Preferred Stock potentially issuable in a financing into up to 16,666,667 shares of the Company’s Common Stock and (b) the potential issuance of up to 8,333,333 shares of the Company’s Common Stock pursuant to the exercise of the warrants issued to the holders of the Senior Preferred Stock.
 
The Company sold no units of preferred stock and warrants in such financing to date.
 
Third, the shareholders approved the potential issuance of up to 20,000,000 shares of the Company’s Common Stock pursuant to the Company’s financing agreement with Cornell Capital Partners LP.
 
However, the Company decided not to enter into any definitive binding agreement with Cornell Capital Partners L.P. at this time because of the current low price of the shares of the Company’s Common Stock.
 
Fourth, the shareholders approved an amendment to the Company’s Articles of Incorporation increasing the Company’s authorized capital stock from 50,000,000 shares to 225,000,000 shares of Common Stock.
 
The Company also received a four-month extension of the maturity date of its Senior Secured Notes from its creditors, Lancer Offshore, Inc. and Lancer Partners L.P., and agreed to give such creditors 7,120,000 shares of common stock as consideration therefor, subject to the receipt of approval of the Company’s shareholders at a meeting with respect to such issuance in accordance with applicable American Stock Exchange rules.
 
Item 6.    Registration of Registrant’s Directors
 
None.
 
Item 7.    Financial Statements and Exhibits
 
None.
 
Item 8.    Changes in Fiscal Year
 
None.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Reporting Person has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:
 
WORLD WIRELESS COMMUNICATIONS, INC.
 
March 22, 2002
By:         /s/   David D. Singer
David D. Singer, President
 

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