-----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, DnLUBtA8J4mkmX/A1iYq+4U2WAjT10QFsYG+n0mmkXIcvSJ0z7LM+9BkQ+t/rz/7 0VuxkNpalAgV70Eotw/Ijw== 0000897069-01-000231.txt : 20010321 0000897069-01-000231.hdr.sgml : 20010321 ACCESSION NUMBER: 0000897069-01-000231 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20010320 EFFECTIVENESS DATE: 20010320 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WORLD WIDE WIRELESS COMMUNICATIONS INC CENTRAL INDEX KEY: 0001098207 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 860887822 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-57292 FILM NUMBER: 1572785 BUSINESS ADDRESS: STREET 1: 520 THIRD STREET SUITE 101 STREET 2: 510-839-6100 CITY: OAKLAND STATE: CA ZIP: 94607 BUSINESS PHONE: 5108396100 S-8 1 0001.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on March 20, 2001 Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 WORLD WIDE WIRELESS COMMUNICATIONS, INC. (Exact name of registrant as specified in its charter) Nevada 86-0887822 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 520 Third Street, Suite 101 Oakland, California 94607 (Address of principal executive offices) (Zip Code) 2001 Andrew Reckles Consulting Agreement (Full title of plan) Douglas P. Haffer Chief Executive Officer Copy to: World Wide Wireless Communications, Inc. 520 Third Street, Suite 101 William D. Evers Oakland, California 94607 Foley & Lardner (510) 839-6100 One Maritime Plaza, (Name, address and Sixth Floor telephone number, including area San Francisco, code, of agent for service) California 94111-3404
CALCULATION OF REGISTRATION FEE - ------------------------ ---------------------- ---------------------- ---------------------- ------------------- Proposed Proposed Maximum Title of Amount Maximum Aggregate Amount of Securities to be to be Offering Price Offering Registration Registered Registered Per Share Price(1) Fee - ------------------------ ---------------------- ---------------------- ---------------------- ------------------- Common Stock, 850,000 $.001 par value shares $.115(1) $97,750 $24.44 - ------------------------ ---------------------- ---------------------- ---------------------- ------------------- (1) Estimated pursuant to Rule 457(c) under the Securities Act of 1933 solely for the purpose of calculating the registration fee based on the average of the bid and ask price of the common stock on the OTC Bulletin Board maintained by the National Association of Securities Dealers on March 16, 2001.
PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information in this prospectus is not complete and may be changed. These shares may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. The prospectus is not an offer to sell these securities and is not a solicitation of offers to buy these securities in any state where the offer or sale is not permitted. ------------------- 850,000 Shares WORLD WIDE WIRELESS COMMUNICATIONS, INC. Common Stock ------------------- The Selling Shareholder identified in this prospectus may use this prospectus to sell a maximum of 850,000 shares of common stock, $.001 par value, of World Wide Wireless Communications, Inc., a Nevada corporation, which he presently owns. We will not receive any proceeds from the sale of these shares. Our common stock is traded on the OTC Bulletin Board under the symbol WLGS. The Selling Shareholder may offer and sell the shares from time to time on the OTC Bulletin Board or in private transactions at prevailing market prices or at privately negotiated prices. We are paying the expenses incurred in connection with the registration of these shares under the Securities Act of 1933. The Selling Shareholder is responsible for any brokerage commissions or expenses he may incur in the sale of the shares. The manner in which the Selling Shareholder may sell these shares and the price or prices at which the Selling Shareholder may sell them is further described in this prospectus under the section entitled "Plan of Distribution" on page 13. Our principal offices are located at 520 Third Street, Suite 101, Oakland, California 94607. Our telephone number is (510) 839-6100. ------------------- Investing in our common stock involves substantial risks. See the "Risk Factors" Section beginning on page 5. ------------------- Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the prospectus. Any representation to the contrary is a criminal offense. This prospectus is dated March 20, 2001. 1 TABLE OF CONTENTS Page PROSPECTUS SUMMARY............................................................4 THE COMPANY...................................................................4 FORWARD-LOOKING STATEMENTS....................................................4 SUMMARY OF THE OFFERING.......................................................5 RISK FACTORS..................................................................5 Risks Related to Our Business............................................5 We will require substantial additional capital in the short term to remain a going concern.......................................5 We may not be able to obtain permission to use two-way transmission for our wireless service, thereby making our services significantly less attractive to potential customers........5 We are subject to other substantial governmental regulations that could adversely affect our business.............................6 Our new distributed wireless call processing system technology is unproven and may not function as anticipated......................7 We may be unable to protect our intellectual property rights.........7 We are subject to the requirements that we receive regulatory approvals from those countries in which we do business, the delay or denial of which can reduce our revenues and adversely affect our foreign operations..............................7 Because we operate internationally, our operations are subject to unexpected political changes, changes in legal requirements and fluctuations in exchange rates, all of which may substantially increase our operating costs or make it difficult to do business there..............................8 We are inexperienced in operating a business internationally, which could cause us tofail to develop our international operations successfully.............................................8 If we do not develop system features in response to customer requirements, customers may not wish to use our services, which would seriously harm our business.............................8 We are dependent on the services of key individuals and the loss of any of these individuals could significantly effect our ability to operate our business.....................................9 2 The sale of our common stock under a previously agreed to equity line of credit, and the exercise of warrants, and conversion of convertible debentures pursuant to that equity line of credit, may substantially dilute the interests of other purchasers of common stock under this prospectus.....................................................9 The conversion by the holders of convertible securities and our drawdowns on the equity line may result in substantial dilution to the third party holders of our common stock, since we expect immediate resale of such shares and holders may ultimately convert and sell the full amount issuable on conversion.......................................................9 The sale of material amounts of our common stock under the equity line of credit or pursuant to our convertible debentures could reduce the price of our common stock and encourage short sales...............................................10 We cannot determine the precise amount by which the interests of other security holders will be diluted by drawdowns under the equity line of credit because our decisions on the number, size and timing of drawdowns and the minimum threshold price for each drawdown depends upon a number of factors..................10 We cannot determine the precise amount by which the interests of other security holders will be diluted by drawdowns under the equity line of credit because the number of shares we will sell depends upon the trading price of the shares during each drawdown period.....................................................10 We do not know the precise number of shares of common stock that we may have to issue upon the conversion of outstanding convertible securities once the floor price is removed because the conversion price is linked to the future market price of the common stock....................................................11 USE OF PROCEEDS..............................................................12 SELLING SHAREHOLDER..........................................................12 PLAN OF DISTRIBUTION.........................................................13 LEGAL MATTERS................................................................15 EXPERTS .....................................................................15 WHERE YOU CAN FIND MORE INFORMATION..........................................15 INCORPORATION BY REFERENCE...................................................15 COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES........16 3 PROSPECTUS SUMMARY This summary provides an overview of selected information and does not contain all the information you should consider. Therefore, you should also read the more detailed information set out elsewhere in this prospectus and incorporated by reference into this prospectus, including our financial statements. THE COMPANY We provide high-speed broadband wireless internet service in the United States and internationally. We are also developing a new technology, named the Distributed Wireless Call Processing System, which we believe will significantly enhance wireless communications. We intend to license this technology to third parties in the future. In this document, "World Wide Wireless," "we," "us," and "our" refer to World Wide Wireless Communications, Inc. You should rely only on the information contained in this document or to which we have referred you. We have not authorized anyone to provide you with information that is different. FORWARD-LOOKING STATEMENTS This prospectus and the documents incorporated by reference contain statements that we believe are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact, including statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. When used in this prospectus, words such as "may," "will," "expect," "intend," "estimate," "anticipate," "believe," "should," "plan" or "continue" and similar expressions are generally intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and other facts, some of which are beyond our control, that could cause actual results to differ materially from those expressed or implied by those forward-looking statements. These factors include those described in "Risk Factors" and elsewhere in this prospectus and the documents incorporated by reference. 4 SUMMARY OF THE OFFERING Type of security..........................Common stock Common stock registered by company........We are registering 850,000 shares of common stock. Common stock outstanding .................93,417,795 shares Use of proceeds...........................We will not receive any proceeds from the Selling Shareholder. the sale of shares by Offering Price............................Determined at the time of sale. OTC Bulletin Board Symbol.................WLGS RISK FACTORS An investment in our common stock involves a high degree of risk. You should be aware that you could lose the entire amount of your investment. You should carefully consider the following risks before you decide to buy our common stock. Risks Related to Our Business We will require substantial additional capital in the short term to remain a going concern. We will require substantial short term outside investment on a continuing basis to finance our current operations and capital expenditures as well as the acquisition of additional spectrum and licenses. Our revenues for the foreseeable future may not be sufficient to attain profitability. In the two years since we began operations, we have generated little revenue and have incurred substantial expenditures. We expect to continue to experience losses from operations while we develop and expand our wireless internet service system and other technologies. In view of this fact, our auditors have stated in their report for the period ended September 30, 2000 that our ability to meet our future financing requirements, and the success of our future operations, cannot be determined at this time. In order to finance our working capital requirements we are currently negotiating equity investments with several sophisticated investors, but there can be no assurance that we will obtain this capital or that it will be obtained on terms favorable to us. If we do not obtain short term financing we may not be able to continue as a viable concern. We do not have a bank line of credit and there can be no assurance that any required or desired financing will be available through bank borrowings, debt, or equity offerings, or otherwise, on acceptable terms. If future financing requirements are satisfied through the issuance of equity securities, investors may experience significant dilution in the net book value per share of common stock. We may not be able to obtain permission to use two-way transmission for our wireless service, thereby making our services significantly less attractive to potential customers. 5 We believe that it is important for us to obtain the right to conduct two-way transmissions through the radio transmission frequencies for which we acquire licenses. None of our present channel leases in the United States allow for two-way transmissions. Permission to conduct two-way transmissions must be obtained from the Federal Communications Commission (FCC), and the rules of the FCC require that we file applications to receive permission to conduct two-way transmissions through these frequencies. In August of 2000, we filed six applications for permission to conduct two way transmissions with the FCC for the areas of Vail and Aspen, Colorado, Grand Rapids, Michigan, Key West, Florida, Pierre, South Dakota and Ukiah, California, that are currently pending. We cannot be certain that the licenses will be granted. The application process required us to engineer a network configuration and channel-use plan for these frequencies in each market where we intend to launch a two-way system. The applications must meet FCC interference protection rules or contain the consent of other licensees in these markets and adjacent markets. We cannot be certain that: o We will be able to complete the necessary processes to enable us to complete two-way applications for each of our markets. o We will be able to obtain the necessary cooperation and consents from licensees in our markets or adjacent markets to enable us to use our spectrum for two-way communication services. o The FCC will approve our applications. If we do not receive the required consents from the FCC and other licensees within a market, or we are not able to design a two-way system that will meet the FCC's interference protection rules, we will be unable to obtain authorization to implement a two-way system in that market. If we are unable to obtain this authorization, we might be forced to operate our service as a one-way transmission service, which we believe would make our internet access services significantly less attractive to prospective customers than two-way transmission services. We are subject to other substantial governmental regulations that could adversely affect our business. Our services are subject to current regulations of the FCC with respect to the use of our wireless access. We are required to use and maintain our licenses for certain frequencies and file reports with the FCC. If we fail to comply with these requirements, we may lose our licenses to operate such frequencies. The loss of licenses to operate our frequencies could lead to interruption of our wireless access services and materially adversely affect our business. In addition, changes in the regulatory environment relating to internet access could affect the prices at which we may sell our services. These include regulatory changes that, directly or indirectly, affect telecommunications costs, limit usage of subscriber-related information or increase the likelihood or scope of competition from the regional Bell operating companies or other telecommunications companies. For example, regulations recently adopted by the FCC are intended to subsidize internet connectivity rates for schools and libraries, which could affect demand for our services. The FCC has also stated its intention to consider whether to regulate certain transmission services over the internet as "telecommunications," even though internet 6 access itself would not be regulated. Additionally, a number of state and local government officials have also asserted the right or indicated a willingness to impose taxes on internet-related services, including sales, use and access taxes. We cannot predict the impact that future laws and regulations may have on our business. Our new distributed wireless call processing system technology is unproven and may not function as anticipated. Our distributed wireless call processing system technology remains in the development phase and we have not yet developed a fully functional prototype of that technology. We cannot be certain when we will be able to complete development of that system and whether that system will work in the manner anticipated when development is completed. Furthermore, we cannot be certain whether the system will receive substantial market acceptance assuming that it is developed. For these reasons, although we believe that our distributed wireless call process system is promising, an investor should not assume that the system will be available or will contribute positively to our business prospects or financial condition. We may be unable to protect our intellectual property rights. Our success depends in part on our ability to protect our proprietary technologies. We rely on a combination of patent, copyright and trademark laws, trade secrets and confidentiality and other contractual provisions to establish and protect our proprietary rights. We have received one patent from the United States Patent and Trademark Office pertaining to the distributed wireless call processing system and may file for additional patents in the future. However, our patents may not be of sufficient scope or strength, others may independently develop similar technologies or products, duplicate any of our products or design around our patents, and the patents may not provide us competitive advantages. Litigation, which could result in substantial costs and diversion of effort by us, may also be necessary to enforce any patents issued or licensed to us or to determine the scope and validity of third-party proprietary rights. Any such litigation, regardless of outcome, could be expensive and time consuming, and adverse determinations in any such litigation could seriously harm our business. We have not yet sought patent protection for the distributed wireless call processing system in any country other than the United States, nor have we sought to register our trademarks in those countries in which we currently do or intend to do business. The laws of other countries vary with respect to intellectual property protection, and some jurisdictions may provide substantially less protection than those of the United States. As a consequence, our ability to protect our intellectual property and prevent competitors from using our intellectual property may be limited. We are subject to the requirements that we receive regulatory approvals from those countries in which we do business, the delay or denial of which can reduce our revenues and adversely affect our foreign operations. We anticipate that a substantial percentage of our revenues will be derived from operations outside of the United States. Our reliance on international operations to obtain consents of local regulatory authorities, some of which may significantly delay or deny our operation in 7 those jurisdictions, might inhibit our efforts in certain markets. For example, we will not be able to generate revenues from our operations in Argentina if and until such time as the governmental regulatory authority, the CNC, reinstates some or all of our subsidiary's licenses. In early 2000, the government of Argentina announced that it was placing a freeze on all license transfer applications, which has effectively delayed consideration of our application. In September 2000, the government of Argentina revoked licenses for certain lower transmission frequencies, for all communication carriers, including those of our subsidiary, Infotel Argentina, S.A. Although we have resubmitted the necessary paperwork to reinstate licenses in Argentina, it is unclear at this point when and if the licenses will be reissued. A denial of our most recent application or a significant delay in consideration of our application could either prevent us from conducting our planned operations in Argentina or materially adversely affect our ability to do so. Our prospective operations in other jurisdictions are also subject to receipt of government approval, which we cannot ensure that we will receive. Because we operate internationally, our operations are subject to unexpected political changes, changes in legal requirements and fluctuations in exchange rates, all of which may substantially increase our operating costs or make it difficult to do business there. In addition to these international risks, we are also subject to the following risks in connection with our international operations that may substantially reduce our revenues, increase our operating and capital expenses, and otherwise materially affect our ability to conduct business: o unexpected changes in regulatory requirements, taxes, trade laws and tariffs, which can substantially increase the costs of doing business in other jurisdictions; o changes in a specific country's or region's political or economic conditions which may make it difficult or impossible to conduct business there; o lack of clear rules and regulations governing the issuance of licenses and standards for their operation; and o fluctuating exchange rates. We are inexperienced in operating a business internationally, which could cause us to fail to develop our international operations successfully. We intend to expand our international sales efforts in the future. We have very limited experience in marketing, selling and supporting our products and services abroad. There is a risk that we will not be able to expand due to this inexperience. If we are unable to grow our international operations successfully and in a timely manner, our business and operating results could be seriously harmed. This could be reflected in a loss in your investment. If we do not develop system features in response to customer requirements, customers may not wish to use our services, which would seriously harm our business. The broadband wireless access industry is rapidly evolving and is subject to technological change and innovation. These changes require providers of broadband services to adopt new technologies quickly or modify existing technologies to maintain service and market 8 products. Compliance with these changes may cause us to incur unexpected expenses or lose revenues. If we are unable to comply with diverse new or varying governmental regulations or industry standards in each of the many worldwide markets in which we compete, we may not be able to respond to customers in a timely manner or market our products, which could seriously harm our business. We are dependent on the services of key individuals and the loss of any of these individuals could significantly effect our ability to operate our business. Our development and success is significantly dependent upon Douglas P. Haffer, our Chairman and President. We do not currently have key man insurance for him. Any loss of the services of Mr. Haffer could seriously harm our business. The sale of our common stock under a previously agreed to equity line of credit, and the exercise of warrants, and conversion of convertible debentures pursuant to that equity line of credit, may substantially dilute the interests of other purchasers of common stock under this prospectus. We entered into an equity line of credit in January 26, 2001 with Grenville Finance Ltd. Under this equity line of credit, Grenville Finance Ltd. agrees to purchase a certain number of shares issued at a 15% discount to the average daily price of our common stock. Accordingly, the shares of our common stock then outstanding will be diluted. Depending on the price per share of our common stock during the 24 month period of the equity line of credit, we may need to register additional shares for resale to access the full amount of financing available, which could have a further dilutive effect on the value of our common stock. We also currently have 36,336,113 shares of common stock which are issuable under outstanding convertible debentures and warrants. The current conversion price on the debentures is equal to the lesser of $0.64 and an amount equal to 85% of the average of the closing price on the five trading days immediately prior to the conversion. The floor price on the convertible debentures is $0.50 until May 30, 2001. However, if the aggregate revenue for the last three quarters of the year 2000 and the first quarter of 2001 is less than $13.5 million, then, as of May 14, 2001, the floor price will be zero. The potential or actual issuance of shares under the convertible debentures and upon exercise of warrants will have a dilutive impact on other stockholders and could have a negative impact on the market price. Moreover, if the floor price on the shares drops to zero it will have a further dilutive effect. The conversion by the holders of convertible securities and our drawdowns on the equity line may result in substantial dilution to the third party holders of our common stock, since we expect immediate resale of such shares and holders may ultimately convert and sell the full amount issuable on conversion. Future purchasers of our common stock and existing stockholders could experience substantial dilution as the debenture holders convert and as we drawdown on the equity line and they resell the common stock. Because the conversion price of the debentures is below market value of the common stock, we expect the debenture holder to ultimately convert the entire principal amount and sell the common stock. Because the shares issuable upon our drawdown on 9 the equity line of credit will be substantially below the market value of the common stock, we expect Grenville Finance to resell the common stock immediately after issuance. The issuance of shares of common stock upon the conversion of debentures and upon our drawdowns will have a dilutive impact on our common stockholders. As a result, our income per share could be materially and adversely affected. The sale of material amounts of our common stock under the equity line of credit or pursuant to our convertible debentures could reduce the price of our common stock and encourage short sales. As we sell shares of our common stock to Grenville Finance Ltd. under the equity line of credit, our common stock price may decrease due to the additional shares in the market. The common stock price may also decrease if the holders of the convertible securities elect to convert and resell their shares of common stock. As the price of our common stock decreases, and if we decide to drawdown on the equity line of credit, or if the holders of the convertible debentures elect to convert, we will be required to issue more shares of our common stock for any given dollar amount invested by Grenville Finance Ltd., subject to a designated minimum threshold price specified by us. This may encourage short sales, which could place further downward pressure on the price of our common stock. We cannot determine the precise amount by which the interests of other security holders will be diluted by drawdowns under the equity line of credit because our decisions on the number, size and timing of drawdowns and the minimum threshold price for each drawdown depends upon a number of factors. We have substantial discretion over the number, size and timing of the drawdowns that we will make under the equity line of credit. In addition, at the time we make each drawdown request, we have the right to limit the amount of dilution that will occur by setting a minimum threshold price below which shares may not be sold in that drawdown. However, if we set the minimum threshold price at a level high enough to limit the sale of our shares, the amount of funds we can raise in the draw down will also be reduced. Some of the factors that we will consider in determining the size and amount of each drawdown and the minimum threshold price are: o Our short-term and long-term operating capital requirements; o Our actual and projected revenues and expenses; o Our assessment of general market and economic conditions; o Our assessment of risks and opportunities in our targeted markets; o The availability and cost of alternative sources of financing; and o The trading price of our common stock and our expectations with respect to its future trading price. We cannot determine the precise amount by which the interests of other security holders will be diluted by drawdowns under the equity line of credit because the number of shares we will sell depends upon the trading price of the shares during each drawdown period. 10 The number of shares that we will sell is directly related to the trading price of our common stock during each drawdown period. As the price of our common stock decreases, and if we decide to drawdown on the equity line of credit, we will be required to issue more shares of our common stock for any given dollar amount invested by Grenville Finance Ltd. We do not know the precise number of shares of common stock that we may have to issue upon the conversion of outstanding convertible securities once the floor price is removed because the conversion price is linked to the future market price of the common stock. The shares issuable upon conversion of the 4% convertible debentures are linked to a percentage discount to the market price of the our common stock at the time of the conversion once the floor price is removed. Until then, we do not know the precise maximum number of common stock shares that may be issued. The lower the price of our common stock at the time of conversion, the more the shares of common stock that we will be required to issue upon conversion, which will further dilute holders of common stock and cause the common stock price to decline further. 11 USE OF PROCEEDS We will not realize any proceeds from the sale of the common stock by the Selling Shareholder. SELLING SHAREHOLDER The Selling Shareholder is Andrew Reckles, who is a consultant to World Wide Wireless' management and board of directors. The number of shares the Selling Shareholder may sell through this prospectus consists of 850,000 shares of our common stock which he presently owns. We granted the Selling Shareholder these shares pursuant to a consulting agreement between the Selling Shareholder and World Wide Wireless. The shares are being registered to permit public secondary trading of the shares, and the Selling Shareholder may offer the shares for resale from time to time. See "Plan of Distribution." The following table sets forth the number of shares of common stock beneficially owned by the Selling Shareholder before and after the offering, assuming the Selling Shareholder sells all of the common stock offered for sale under this prospectus and makes no other purchases or sales of our common stock. The table also sets forth the percentage of the total outstanding shares of World Wide Wireless capital stock beneficially owned before this offering based on our common stock outstanding of 93,417,795 as of February 28, 2001. It also lists, assuming the Selling Shareholder sells all the shares he is entitled to sell under this prospectus, how many shares of common stock he will beneficially own after completion of the offering and the percentage he will beneficially own after completion of the offering. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as indicated, we the Selling Shareholder possesses sole voting power and investment power with respect to all of his shares of common stock, subject to community property laws where applicable. In computing the number of shares beneficially owned by the Selling Shareholder and his percentage of ownership, shares of common stock subject to options or warrants held by the Selling Shareholder are currently exercisable or exercisable within 60 days are deemed outstanding. Such shares, however, are not deemed outstanding for the purpose of computing the Selling Shareholder's percentage of ownership. Mr. Reckles, a previous nominee for election to the Board of Directors, is a partner with Union Atlantic, LC. Union Atlantic, LC served as a placement agent for a securities purchase agreement to issue convertible subordinated debentures which we entered into with certain investors in April, 2000. As the placement agent for the Debentures Agreement, Union Atlantic, LC received a placement agent fee. We recently reached an agreement with the investors whereby we amended the Debentures Agreement and the first amendment thereto (the "Second Amendment"). As part of the Second Amendment, Union Atlantic, LC served as a consultant to the investors and received a consultant fee. Union Atlantic, LC will also receive certain fees every time we exercise options as part of the equity line agreement as described in this prospectus. 12 On February 11, 2001, Mr. Reckles entered into a stock purchase agreement with us wherein he purchased 2,000,000 shares of our common stock for $0.125 per share. On March 13, 2001, we entered into a consulting agreement with Mr. Reckles whereby he agreed to provide advisory services to management and to the board of directors in exchange for 850,000 shares of our common stock. As of March 1, 2001, other than the discussion above and employment agreements and stock option plans, there have been no transactions to which we were a party involving $60,000 or more and in which any director, executive officer or holder of more than five percent of our capital stock had a material interest.
Percentage of Shares Outstanding Number of Number of Shares Prior to After Shares Being Name of Selling Shareholder Beneficially Owned Offering Offering Offered Andrew Reckles 2,892,000(1) 3.09% 2.18% 850,000 (1) This amount includes the 850,000 shares being registered pursuant to the S-8 Registration Statement, 2,000,000 shares of common stock, and 42,000 stock options.
PLAN OF DISTRIBUTION The Selling Shareholder may sell the shares of common stock subject to this prospectus from time to time for his own account. The fact that we are registering the sale of these shares does not necessarily mean that the Selling Shareholder will necessarily offer or sell any or all of them. The Selling Shareholder will act independently of us in marketing decisions with respect to the timing, manner and size of each sale. We are not participating in the offering of any of the shares which the Selling Shareholder is selling. The Selling Shareholder has not informed us of any arrangements into which he has entered with respect to the sale of his shares. The Selling Shareholder is not limited to selling his shares at the offering price set forth in this prospectus, but rather may sell his shares at such prices as he may choose in his discretion. The Selling Shareholder is not obligated to sell any specific number of his shares in this offering. The Selling Shareholder may effect the sale or distribution of his shares directly to purchasers from time to time on the OTC Bulletin Board at prices and at terms prevailing at the time of sale. The shares may be sold by one or more of the following methods: 13 o a block trade in which the broker or dealer so engaged will attempt to sell the shares of common stock as an agent, but may position and resell a portion of the block as principal to facilitate the transaction; o purchases by a broker or dealer as principal and resales by that broker or dealer for its own account pursuant to this prospectus; o an over-the-counter distribution in accordance with the rules of the OTC Bulletin Board; o in ordinary brokerage transactions or transactions in which the broker solicits purchasers; o in transactions otherwise than on any stock exchange or in the over-the-counter market; or o pursuant to Rule 144 of the SEC. The Selling Shareholder may effect any of these transactions at market prices prevailing at the time of sale, at prices related to the prevailing market prices, at varying prices determined at the time of sale or at negotiated or fixed prices, in each case as the Selling Shareholder determines, or by agreement between the Selling Shareholder and underwriters, brokers, dealers or agents, or purchasers. We can provide you with no assurance that the Selling Shareholder will sell any or all of the shares he offers. In effecting sales, brokers or dealers engaged by the Selling Shareholder may arrange for other brokers or dealers to participate. Brokers or dealers may receive commissions or discounts from the Selling Shareholder in amounts to be negotiated prior to the sale. The Selling Shareholder, and any brokers, dealers or agents that participate in the distribution of the shares may be deemed to be underwriters, and any profit on the sale of the common stock by them and any discounts, concessions or commissions received by any underwriters, brokers, dealers or agents may be deemed to be underwriting discounts and commissions under Section 2(11) of the Securities Act. Under the securities laws of certain states, the shares may be sold in such states only through registered or licensed brokers or dealers. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in that state or an exemption from registration or qualification is available and is met. We may, from time to time, notify the Selling Shareholder that this prospectus is not current and that sales of the common stock may not occur until the prospectus is supplemented by amendment. To the extent required, the specific shares of common stock to be sold, the respective purchase prices and public offering prices, the names of any agent, dealer or underwriter and any applicable commissions or discounts with respect to a particular offer will be set forth in an accompanying prospectus supplement, or, if appropriate, a post-effective amendment to the registration statement of which this prospectus forms a part. We will pay substantially all of the expenses incurred in the registration of these shares under the Securities Act of 1933. However, the Selling Shareholder will be responsible for paying any discounts, commissions, transfer taxes and other selling expenses he incurs in the sale of these shares. 14 LEGAL MATTERS The validity of the shares of our common stock will passed upon for the Selling Shareholder and us by Foley & Lardner, San Francisco, California. EXPERTS Reuben E. Price & Co., independent auditors, have audited our consolidated financial statements and schedules at September 30, 2000, and for each of the two years in the period ended September 30, 2000, as set forth in their report incorporated by reference in this prospectus and registration statement. We have incorporated by reference our financial statements in the prospectus and registration statement in reliance on Reuben E. Price & Co.'s report, given on their authority as experts in accounting and auditing. WHERE YOU CAN FIND MORE INFORMATION We file annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any report, statements or other information on file at the SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0300. In addition the Commission maintains a website on the internet at http://www.sec.gov that contains reports, proxy and information statements and other documents filed electronically with the Commission, including the registration statement. INCORPORATION BY REFERENCE We are allowed to incorporate by reference the information we filed with the SEC, which means we can disclose important information to you by referring to those documents. The information we are incorporating by reference is an important part of this prospectus. The most recent information we file with the Commission automatically updates and supersedes any older information. We incorporate by reference the following documents we have filed or may file with the Commission pursuant to Sections 13, 14, 15 (d) of the Securities and Exchange Act until we terminate the offering: o Our Annual Report on Form 10-KSB for the fiscal year ended September 30, 2000, as amended by our Form 10-KSB filed on December 28, 2000; o Our Quarterly Report on Form 10-QSB for the quarter ended December 31, 2001; o Our Proxy Statement for our 2001 Annual Meeting of Shareholders dated March 1, 2001. o The description of our common stock contained in our Registration Statement on Form SB-2 dated March 15, 2001, and any amendment or report updating that description; and o All documents filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 in the future until the offering of these shares is terminated. 15 You may request a copy of any of these documents at not cost, by writing to us at the following address: World Wide Wireless Communications, Inc., 520 Third Street, Suite 101, Oakland, CA 94607; or you may contact us by telephone at (510) 839-6100. COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES Our Articles of Incorporation and By-Laws provide that we shall indemnify our directors and officers, and may indemnify our other employees and agents, to the fullest extent permitted by Nevada law. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the "Act"), may be afforded to our directors, officers and controlling persons pursuant to our Bylaws and Amended Articles of Incorporation, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. 16 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed with the Commission by World Wide Wireless Communications, Inc. (the "Company") are hereby incorporated herein by reference: 1. The Company's Annual Report on Form 10K-SB for the fiscal year ended September 30, 2000, which includes audited financial statements as of and for the fiscal year ended September 30, 2000, as amended by Form 10K-SB/A filed on December 28, 2000. 2. The Company's Quarterly Report on Form 10Q-SB for the Quarter ended December 31, 2000. 3. The description of the Company's Common Stock contained in Item 1 of the Company's Registration Statement on Form 8-A submitted under Section 12(b) of the Securities Exchange Act of 1934, as amended, dated April 21, 2000, and as amended on April 25, 2000, and any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of filing of this Registration Statement and prior to such time as the Company files a post-effective amendment to this Registration Statement which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in this Registration Statement or in a document which is incorporated by reference in this Registration Statement will be modified or superseded for purposes of this Registration Statement to the extent that a statement in any document that we file after the date of this Registration Statement that also is incorporated by reference herein modifies or supersedes such prior statement. Any such statement so modified or superseded will not, except as so modified or superseded, constitute a part of this Registration Statement. Item 4. Description of Securities. See Item 8, which incorporates our Articles of Incorporation describing our securities. 17 Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Our Bylaws provide that we may indemnify any director, officer, agent or employee against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon them in connection with any proceeding to which they may become involved by reason of their being or having been a director, officer, employee or agent of our Company. Moreover, our Bylaws provide that we shall have the right to purchase and maintain insurance on behalf of any such persons whether or not we would have the power to indemnify such person against the liability insured against. Insofar as indemnification for liabilities arising under the Securities Act, we have been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following exhibits have been filed (except where otherwise indicated) as part of this Registration Statement: Exhibit No. Exhibit (4.1) Restated Articles of Incorporation, defining the rights of holders of capital stock. (4.2) Certificate of Amendment to Articles of Incorporation. (4.3) By-Laws, defining the rights of holders of capital stock. (4.4) 2001 Andrew Reckles Consulting Agreement. (5) Opinion of Foley & Lardner (23.1) Consent of Reuben E. Price & Co. (23.2) Consent of Foley & Lardner (24) Power of Attorney relating to subsequent amendments (included on the signature page to this Registration Statement) 18 Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be 19 deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on March 17, 2001. WORLD WIDE WIRELESS COMMUNICATIONS, INC. By: /s/ Douglas P. Haffer ------------------------------------ Douglas P. Haffer Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Each person whose signature appears below constitutes and appoints Douglas P. Haffer and John Cutter, and each of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully as he might or could do in person, hereby ratifying and confirming all that each said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof. Signature Title Date Chief Executive Officer, Chief /s/ Douglas P. Haffer Financial Officer, Chairman - ------------------------ of the Board, President Douglas P. Haffer and Director March 17, 2001 /s/ John Cutter Director March 17, 2001 - ------------------------ John Cutter /s/ Ramsey Sweis Director March 17, 2001 - ------------------------ Ramsey Sweis /s/ Robert Klein Director March 17, 2001 - ------------------------ Robert Klein /s/ Sonny Rath Director March 17, 2001 - ------------------------ Sonny Rath 21 EX-4.1 2 0002.txt RESTATED ARTICLES OF INCORPORATION RESTATED ARTICLES OF INCORPORATION OF WORLD WIDE WIRELESS COMMUNICATIONS, INC. Douglas P. Haffer and Harry Kraatz certify that: 1. They are the duly appointed, qualified President and Secretary of World Wide Wireless Communications, Inc., a Nevada Corporation (the "Corporation"). 2. The Articles of Incorporation of the Corporation are amended and restated in their entirety as follows: "ARTICLE I. The name of the corporation is World Wide Wireless Communications, Inc. ARTICLE II. The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Nevada. ARTICLE III. The Corporation is authorized to issue two classes of shares, designated "Common Stock" and "Preferred Stock," respectively. The Corporation is authorized to issue 300,000,000 shares of Common Stock with par value of $0.001, and 10,000,000 shares of Preferred Stock with par value of $0.001. The Preferred Stock may be issued in any number of series, as determined by the board of directors. The board may by resolution fix the designation and number of shares of any such series. The board may determine, alter, or revoke the powers, designations, preferences and relative, participating, optional or other rights, if any or the qualifications, limitations or restrictions thereof, pertaining to any wholly unissued class or series of Preferred Stock. The board may thereafter in the same manner increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares thereof then outstanding) the number of shares of any such series. ARTICLE IV. Pursuant to Nevada Revised Statutes ("NRS") 78.037 a director or officer of the Corporation shall not be personally liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, provided, however, that the personal liability of a director or officer shall not be eliminated (i) for acts or omissions which involve intentional misconduct, fraud or a knowing violation of -1- law, or (ii) the payment of distributions in violation of NRS 78.300. ARTICLE V. The Corporation shall, to the fullest extent permitted by Nevada Law, indemnify and hold harmless each person (and the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to, or is involved in, any threatened, pending or completed actions, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise in connection with any matter relating to the Corporation's business or affairs, against any losses, claims, damages or liabilities. The right to indemnification conferred in this ARTICLE V shall also include the right to be paid by the Corporation the expenses incurred in connection with any such proceeding in advance of its final disposition to the fullest extent authorized by Nevada Law. The right to indemnification conferred in this ARTICLE V shall be a contract right. ARTICLE VI. The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Articles of Incorporation, in the manner now or hereafter prescribed by statute, and, with the sole exception of those rights and power conferred under the above ARTICLES IV AND V, all rights and powers conferred upon stockholders, directors and officers herein are granted subject to this reservation." 3. The foregoing Amendment of the Articles of Incorporation was duly adopted by the shareholders and the Board of Directors of the Corporation in accordance with the provisions of Sections 78.385 and 78.390 of the Nevada Corporations Code. Each of us further declares under penalty of perjury under the laws of the State of Nevada that the matters set forth in this certificate are true and correct of his own knowledge. March 6, 2001. ------------------------------- Douglas P. Haffer, President -------------------------------- Harry Kraatz, Secretary -2- EX-4.2 3 0003.txt CERTIFICATE OF AMENDMENT CERTIFICATE OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF WORLD WIDE WIRELESS COMMUNICATIONS, INC. We, the undersigned do hereby certify as follows: 1. We are President and Secretary, respectively of World Wide Wireless Communications, Inc., a Nevada Corporation. 2. Article 3 of the Articles of Incorporation of this corporation is hereby amended to read as follows: The corporation is authorized to issue two classes of shares designated respectively as "Common Stock" and "Preferred Stock". This corporation is authorized to issue three hundred (300) million shares of Common Stock with a $ .001 par value and ten (10) million shares of Preferred Stock with a $.001 par value . The Preferred Stock may be divided into such number of series, as the board of directors may determine. The board of directors is authorized to determine and alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, and to fix the number of shares and the designation of any series of Preferred Stock. The board of directors may, within the limits stated in any resolution or resolutions of the board of directors originally fixing the number of shares constituting any series, increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series. 3. The foregoing amendment was duly approved by a resolution of the Board of Directors. 4. The foregoing amendment was duly approved by a majority of the corporation's shares outstanding and entitled to vote as of the record date, and in accordance with Section 78.830 of the Nevada Corporations Code. [THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK] -1- The undersigned declares under penalty of perjury under the laws of the State of Nevada that the matters set forth in this certificate are true and correct of his own knowledge. March 7, 2001 ------------------------ Douglas Haffer, President ------------------------ Harry Kraatz, Secretary [SIGNATURE PAGE FOR CERTIFICATE OF AMENDMENT EFFECTUATING NAME CHANGE] -2- EX-4.3 4 0004.txt BYLAWS BY LAWS OF WORLD WIDE WIRELESS COMMUNICATIONS, INC. ARTICLE I. OFFICERS The principal office of the Corporation shall be located in Oakland, California, County of Alameda. The Corporation may have such offices, either within or without the State of California, as the Board of Directors may designate or as the business of the Corporation may require from time to time. ARTICLE II. SHAREHOLDERS SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the 15th day of the month of January in each year, beginning with the year 1996, at the hour of 10:00 a.m., for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of California, such meeting shall be held on the next succeeding business day. If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as conveniently may be. SECTION 2. Special Meetings. Special meetings of the shareholders, for any purpose, unless otherwise prescribed by statute, may be called by the President of the Board of Directors, and shall be called by the President at the request of the holders of not less than twenty-five percent (25%) of all outstanding shares of the Corporation entitled to vote at the meeting. SECTION 3. Place of the Meeting. The Board of Directors may designate any place, either within or without the State of California, unless otherwise prescribed by statute, as the place of meeting for any annual meeting or for any special meeting. A waiver of notice signed by all shareholders entitled to vote at a meeting may designate any place, either within or without the State of California, unless otherwise prescribed by statute, as the place for the holding of such meeting. If no designation is made, the place of the meeting shall be the principal office of the Corporation. SECTION 4. Notice of Meeting. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes of which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than 15 days nor more 1 than 45 days before the date of the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer book of the corporation, with postage thereon prepaid. SECTION 5. Closing of Transfer Books of Fixing of Record. For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders of any adjournment thereof, of shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period, but not to exceed in any case fifty days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least 45 days immediately preceding such meeting. In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than 60 days and, in particular action requiring such determination of shareholders is to be taken. If the stock transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed of the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case my be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof. SECTION 6. Voting List. The officer or agent having charge of the stock transfer books for shares of the corporation shall make a complete list of the shareholders entitled to vote at each meeting of shareholders or any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each. Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purpose thereof. SECTION 7. Quorum. A majority of the outstanding shares of the corporation entitled to vote, represented in person or proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote in person or by proxy executed in wiring by the shareholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting. A meeting of the Board of Directors may be had by means of a 2 telephone conference or similar communication equipment by which all persons participating in the meeting can hear each other, and participation in a meeting under such circumstances shall constitute presence at the meeting. SECTION 9. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders. SECTION 10. Voting of Shares by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such Corporation may prescribe or, in the absence of such provision, as the Board of Directors of such Corporation may determine. Shares held by an administrator, executor, guardian or conservator may be voted by him either in person or by proxy, without a transfer of such shares into his name. Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote share held by him without a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name, if authority to do so be contained in an appropriate order of the court by which receiver was appointed. A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred. Shares of its own stock belonging to the Corporation shall not be voted directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time. SECTION 11. Informal Action by Shareholders. Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by shareholders owning sufficient shares required to pass the action, which in no case shall be less than a majority of the outstanding shares. ARTICLE III. BOARD OF DIRECTORS SECTION 1. General Powers. The business and affairs of the Corporation shall be managed by its Board of Directors. SECTION 2. Number, Tenure and Qualifications. The number of Directors of the Corporation shall be fixed by the Board of Directors, but in no event shall be less than one (1) 3 of more than fifteen (15). Each Director shall hold office until the next annual meeting of shareholders and until his successor shall have been elected and qualified. SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at he same place as, the annual meeting of shareholders. The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than such resolution. SECTION 4. Special Meetings. Special Meetings of the Board of Directors may be called by or at the request of the President or any two Directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them and may determine whether the meeting shall be conducted telephonically or in person. SECTION 5. Notice. Notice of any special meeting shall be given at least one (1) day previous thereto by written notice delivered personally or mailed to each Director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in the United States Mail so addressed, with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any Directors may waive notice of any meeting. The Attendance of a Director at a meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. SECTION 6. Quorum. A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice. SECTION 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. SECTION 8. Action Without a Meeting. Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the Directors. SECTION 9. Vacancies. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors though less than a quorum of the Board of Directors, unless otherwise provided by law. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any Directorship to be filled by reason of an increase in the number of Directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of Directors by the shareholders. 4 SECTION 10. Compensation. By resolution of the Board of Directors, each Director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as Director a fixed sum of attendance each meeting of the Board of Directors or both. No such payment shall preclude any Director from serving the Corporation in any other capacity and receiving compensation thereof. SECTION 11. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action. ARTICLE IV: OFFICERS SECTION 1. Number. The Officers of the Corporation shall be a President, one or more Vice Presidents, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a Chairman of the Board. In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary. Any two or more offices may beheld by the same person, except for the offices of President and Secretary which may not be held by the same person. Officers may be Directors or shareholders of the Corporation. SECTION 2. Election and term of Officer. The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his employment with the Corporation has terminated. SECTION 3. Removal. Any officer or agent may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, ofd the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights, and such appointment shall be terminable at will. SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term. 5 SECTION 5. President. The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation. He shall, when present, preside at all meetings of the shareholders and of the Board of Directors, unless there is a Chairman of the Board, in which case the Chairman shall preside. He may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time. SECTION 6. The Vice President. In the absence of the President or in the event of his death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President of the Board of Director. If there is more than one Vice President, each Vice President shall succeed to the duties of the President in order of rank as determined by the Board of Director. If no rank has been determined, then each Vice President shall succeed to the duties of the President in order of date of election, the earliest date having the first rank. SECTION 7. Secretary. The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more minute books provided for that purpose; (b) see that all notices are duly given in accordance with the provisions of the Bylaws or required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the President certificates of shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned him by the President or by the Board of Directors. SECTION 8. Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for money due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VI of these Bylaws; and (c) in general perform all of the duties as from time tot time may be assigned to him by the President or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a 6 bond for the faithful discharge of his duties in such sum and with such sureties as the Board of Directors shall determine. SECTION 9. The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a Director of the Corporation. ARTICLE V: INDEMNITY The Corporation shall indemnify its Directors, officers and employees as follows: A. Every Director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may become involved, by reason of his being or having been a Director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a Director, officer, employee or agent of the corporation, partnership, joint venture, trust, or enterprise, or any settlement thereof, whether or not he is a Director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the Director, officer, or employee is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interest of the Corporation. B. The Corporation shall provide to any person who is or was a director, officer, employee, or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee, or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of suit, litigation or other proceedings which is specifically permissible under applicable law. C. The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article V. ARTICLE VI: CONTRACTS, LOANS, CHECKS AND DEPOSITS SECTION 1. Contracts. The Board of Directors may authorize any officer of officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances. SECTION 2. Loans. Noloans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a 7 resolution of the Board of Directors. Such authority may be general or confined to specific instances. SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officers or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. SECTION 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select. ARTICLE VII: CERTIFICATES FOR SHARES AND THEIR TRANSFER SECTION 1. Certificates for Shares. Certificates representing shares of the Corporation shall be in form as shall be determined by the Board of Directors. Such certificates shall be signed by the P resident and by the Secretary or by such other officers authorized by law and by the Board of Directors so to do, and sealed with the corporate seal. All certificates for shares shall be consecutively numbered or otherwise indemnified The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation. All certificates surrendered to the Corporation for transfer shall be canceled and no new certificates shall be issued until the former certificates for a like number of shares shall have been surrendered and canceled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board of Directors may prescribe. SECTION 2. Transfer of Shares. Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his legal representative, who shall furnish proper evidence of authority to transfer, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person on whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes. Provided, however, that upon any action undertaken by the shareholders to elect S Corporation Status pursuant to Section 1362 of the Internal Revenue Code and upon any shareholders agreement thereto restricting the transfer of said shares so as to disqualify said S Corporation Status, said restriction or transfer shall be made a part of the Bylaws so long as said agreement is in force and effect. 8 ARTICLE VIII: FISCAL YEAR The fiscal year of the Corporation shall begin on the 1st day of October and end on the 30st day of September of each year. ARTICLE IX: DIVIDENDS The Board of Directors may from time to time declare, and the Corporation may pay, d dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation. ARTICLE X: CORPORATE SEAL The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the State of the incorporation and the words, "Corporate Seal." ARTICLE XI: WAIVER OF NOTICE Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE XII: AMENDMENTS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors. The above Bylaws are certified to have been adopted by the Board of Directors of the Corporation on the 3rd day of December, 1999. -------------------------------- Douglas P. Haffer, President 9 EX-4.4 5 0005.txt 2001 ANDREW RECKLES CONSULTING AGREEMENT March 13, 2001 Douglas Haffer President and CEO World Wide Wireless Communications, Inc. 520 Third Street, Suite 101 Oakland, CA 94607 Dear Mr. Haffer: The purpose of this letter is to outline the basic terms and conditions of our proposed engagement. It is based upon our current knowledge about the Company and the markets for your securities. The specifics of our engagement will depend on the satisfactory results of our due diligence investigation (including reviews of legal and accounting issues, the Company's business prospects and a review of the Company's business plan and accompanying financial projections.) Accordingly, we shall, at the request of the Company, provide the services including but not limited to: |X| Assist in creating market awareness of your company and its stock and the organization and sponsorship of investor presentations. This will include the preparation of a corporate profile. |X| Provide on-going capital markets advice, including the receptiveness to any offering of securities by the Company. |X| Provide on-going advice to the Company as to stock buyback plans, stock splits or dividends, and other related plans as to your stock price and liquidity. |X| Attend shareholder or Board meetings as you request and make presentations on management's behalf. |X| Advise you on mergers and acquisitions of related businesses, particularly as it pertains to the capital markets and the market for the shares of the Company. Further, as requested by the Company, we shall assist in due diligence and in negotiations. |X| Make available all corporate service group functionalities including but not limited to key man and D & O policies, corporate and individual retirement planning advice, commission free trading of company stock for all employees, rule 144 assistance, advice on selection of counsel, auditors and Board members and access to our private client group professionals. The Financial Advisor shall exercise all reasonable skill and care in the performance of services hereunder and shall make available reasonable amounts of time, and on reasonable notice, officers and employees of Andrew Reckles to perform such services. 1. Fees and Expenses A. Advisory Fee. The Company will pay us a financial advisory fee of 850,000 registered shares of your common stock. These shares must be registered under S-8 registration within 5 business days of execution of this agreement. B. My Fee. For advising you on a successfully closed merger, acquisition or divesture shall be 5% of the value of the target company (or in the case of a divestiture, the value of your company or division). C. Expense Allowance. The Company shall pay Andrew Reckles its expenses including counsel, if applicable, as they are incurred in performing the services in this contract. Any and all travel expenses for Board Meetings and Corporate Business will be paid within 48 hours of the expense. Any expenses in excess of $500.00 must have prior consent by the company. D. Fees for Private Placement or Public Offering Monies Raised. Shall be determined at such time. 2. Indemnity. The Company, intending to be legally bound, hereby agrees to indemnify Andrew Reckles from and against any and all losses, claims damages and liabilities, joint or several, to which such Indemnified Party may become subject under any applicable federal or state law, or otherwise to the extent based upon claims for damages arising out of any transactions contemplated by, this agreement, and will reimburse any Indemnified Party for all reasonable expenses (including reasonable legal fees and expenses), as they are incurred in connection with the investigation or preparation for or defense of any pending threatened claim or any action or proceeding arising there from, whether or not such Indemnified Party is a party (so long as such Indemnified Party is involved in any such claim action or proceeding) and whether or not such claim, action or proceeding is initiated or brought by on behalf of the Company. The Company will not be liable under the foregoing indemnification provision to the extent that any loss, claim, damage, liability or expense if found, in a final judgment by a court to have resulted from an Indemnified party's willful misconduct or gross negligence. If the indemnification provided for in this agreement is for any reason held unenforceable by an Indemnified Party, although otherwise applicable in accordance with its terms, the Company agrees to contribute to the losses, claims, damages and liabilities for which such indemnification is held unenforceable (I) in such proportion as is appropriate to reflect the relative benefits of a transaction to the Company and its stockholders, on the one hand, and Andrew Reckles on the other hand, or (ii) if (but only if) the allocation provided for in clause (ii) is for any reason held unenforceable, in such proportion as is appropriate to reflect on only the relative benefits of transaction referred to in clause (I) but also the relative fault of the Company, on the one hand, and Andrew Reckles on the other hand, as well as any other relevant equitable considerations: provided, however, to the extent permitted by applicable law in no event will the Indemnified Parties, in the aggregate, be required to contribute an amount in excess of the fees actually paid to Andrew Reckles pursuant to this agreement. Each Indemnified Party shall notify the Company promptly of any claim with respect to which indemnification may be sought hereunder, and the Company shall have the right to assume and control the defense of any such claim. The Company agrees that, without Andrew Reckles's prior written consent (which will not be unreasonably withheld), it will not, as to Andrew Reckles or any other Indemnified Party, settle, compromise or consent to the entry of any judgment in any pending or threatened claim, action or proceeding in respect of which indemnification could reasonably be expected to be sought under the indemnification provision of this agreement, unless such settlement, compromise or consent includes an unconditional release of such Indemnified Party from all liability arising out of such claim, action or proceeding. Irrespective of the number of Indemnified Parties, the Company shall not be liable for fees and expenses of more than once counsel for the Indemnified Parties (which counsel shall be satisfactory to the Indemnified Parties) pursuant to this letter in connection with any proceeding or related proceedings in the same jurisdiction or geographic location; provided, however, that in the reasonable opinion of counsel to the Indemnified Parties shall have the right to separate counsel, the fees and expenses of which shall be the obligation of the Company. The Company shall not be liable for any settlement of any claim without its consent, which consent shall not be unreasonably withheld. If the Company, or any affiliate of the Company, or any of their respective directors, officers, employees, agents and controlling persons is the principal defendant in any such action or proceeding, counsel selected by the Indemnified Parties shall cooperate with counsel for the principal defendant in the defense of such action or proceeding to the extent that such cooperation shall not be prejudicial to its clients or otherwise improper. In the event that an Indemnified Party is requested or required to appear as a witness in any action brought by or on behalf of or against the Company in which such Indemnified Party is not named as a defendant, the Company agrees to reimburse Andrew Reckles for all reasonable expenses incurred by it in connection with such Indemnified Party's appearing and preparing to appear as such witness including without limitation, the reasonable fees and disbursements of its legal counsel. Andrew Reckles shall not, and shall not cause its officers, agents and employees to not, make any statement of representation about the Company unless it is recorded in written documents supplied to Andrew Reckles by the Company and not inconsistent with the documents filed by the Company with the Securities and Exchange Commission. Andrew Reckles shall keep such information strictly confidential, except to the extent such information as or becomes public through no action directly of Andrew Reckles or such disclosure is required by law. The Financial Advisor agrees to indemnify and hold harmless the Company, its wholly owned subsidiary, and all respective directors and officers who control the Company and or the subsidiary, as the case may be to the same extent as the foregoing indemnity from the Company to each indemnified party, but only with reference to written information relating to the Financial Advisor and to any and all losses, claims, damages or liabilities arising out of the failure to qualify any security for sale in a jurisdiction where such qualification for sale is necessary. In such case, the Company 9 shall be the indemnified party and the Financial Advisor shall assume the role of defense required by the Company above. Any controversy or claim arising out of or relating to this agreement or the breach of the agreement will be settled by arbitration in accordance with the rules of the American Arbitration Association. Judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction over the award. If any legal action, including an action for declaratory relief, is brought to enforce or interpret the provisions of this agreement, the prevailing party will be entitled to reasonable attorney's fees, which may be set by the court in the same action or in a separate action brought for that purpose, in addition to any other relief to which that party may be entitled. If the foregoing correctly sets forth your understanding, please so indicate by signing and returning to us the enclosed copy of this, whereby this letter shall constitute a binding agreement between us. This agreement will be governed by and construed in accordance with the laws of the State of Georgia. We look forward to working with you toward a successful long-term relationship. Sincerely, Andrew Reckles By: ________________________________ Andrew Reckles World Wide Wireless Communications, Inc. By: ________________________________ Douglas P. Haffer EX-5 6 0006.txt OPINION FOLEY & LARDNER ATTORNEYS AT LAW BRUSSELS ONE MARITIME PLAZA, SIXTH FLOOR ORLANDO CHICAGO SAN FRANCISCO, CALIFORNIA 94111-3404 SACRAMENTO DENVER TELEPHONE: (415) 434-4484 SAN DIEGO DETROIT FACSIMILE: (415) 434-4507 SAN FRANCISCO JACKSONVILLE TALLAHASSEE LOS ANGELES TAMPA MADISON WASHINGTON, D.C. MILWAUKEE WEST PALM BEACH WRITER'S DIRECT LINE CLIENT/MATTER NUMBER 069053-0100 March 14, 2001 World Wide Wireless Communications, Inc. 520 Third Street, Suite 101 Oakland, CA 94607 Re: World Wide Wireless Communications, Inc. Dear Gentlemen: We have acted as counsel to World Wide Wireless Communications, Inc. (the Company") in connection with the registration of shares of the Company's common stock (the "Shares") as described in the Company's Registration Statement on Form S-8 filed with the Securities and Exchange Commission under the Securities At of 1933, as amended. We have reviewed such documents and have made such inquiries as we have deemed necessary and appropriate to render the opinion set forth herein. We have assumed that all documents that have been submitted to us as originals are true and correct and those documents submitted to us, as copies conform to the originals of those documents. The Shares are duly authorized, validly issued, fully paid and non-assessable. We are not providing an opinion as to any other statements contained in the Form S-8 Registration Statement, nor as to matters that occur after the date thereof. We consent to the filing of this opinion as an exhibit to the Form S-8 Registration Statement. Sincerely, /s/ Foley & Lardner Foley & Lardner EX-23.1 7 0007.txt CONSENT OF REUBEN E. PRICE & CO. REUBEN E. PRICE & CO. PUBLIC ACCOUNTANCY CORPORATION FOUNDED 1942 703 MARKET STREET SAN FRANCISCO, CA 94103 (415) 982-3556 (415) 957-1178 FAX January 30, 2001 Mr. Douglas P. Haffer, President World Wide Wireless Communications, Inc. 520 Third Street, Suite 101 Oakland, California 94607 Dear Mr. Haffer: Please accept this letter as our consent to use in your Form S-8, our reports on World Wide Wireless Communications, Inc.'s consolidated balance sheet dated September 30, 2000 and the related consolidated statements of operations, consolidated statements of cash flows, and statements of stockholders' equity for the years ended September 30, 2000 and 1999. Sincerely, /s/ REUBEN E. PRICE & CO. EX-23.2 8 0008.txt CONSENT OF FOLEY & LARDNER BRUSSELS FOLEY & LARDNER ORLANDO CHICAGO SACRAMENTO DENVER ATTORNEYS AT LAW SAN DIEGO DETROIT SAN FRANCISCO JACKSONVILLE ONE MARITIME PLAZA, SIXTH FLOOR TALLAHASSEE LOS ANGELES SAN FRANCISCO, CALIFORNIA 94111-3404 TAMPA MADISON TELEPHONE: (415) 434-4484 WASHINGTON, D.C. MILWAUKEE FACSIMILE: (415) 434-4507 WEST PALM BEACH WRITER'S DIRECT LINE 415-438-6453 EMAIL ADDRESS CLIENT/MATTER NUMBER wevers@foleylaw.com 069053/0100 March 17, 2001 Mr. Douglas P. Haffer, Chief Executive Officer WORLD WIDE WIRELESS COMMUNICATIONS, INC. 520 Third Street, Suite 101 Oakland, California 94607 Re: World Wide Wireless Communications, Inc. Dear Mr. Haffer: This law firm consents to the incorporation of its name and its opinion letter regarding the legality of the securities being cleared for registration under the 2001 Andrew Reckles Consulting Agreement with the Securities and Exchange Commission into the Form S-8 Registration Statement filed on March 19, 2001. Sincerely, FOLEY & LARDNER /s/ William D. Evers By: William D. Evers, Partner -----END PRIVACY-ENHANCED MESSAGE-----