-----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, JFrAL+aItrxaxcAMY9UG48TurEblOPJdIaJRS7ixi1+3ibw8fOGe+r0+9rSgys0M Dieuc0ZbawzUo0JQaZIUZQ== 0000897069-01-500568.txt : 20020410 0000897069-01-500568.hdr.sgml : 20020410 ACCESSION NUMBER: 0000897069-01-500568 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20011113 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011114 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30405 FILM NUMBER: 1787676 BUSINESS ADDRESS: STREET 1: 520 THIRD STREET SUITE 101 STREET 2: 510-839-6100 CITY: OAKLAND STATE: CA ZIP: 94607 BUSINESS PHONE: 5108396100 8-K 1 slp137.txt CURRENT REPORT ON FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported) November 13, 2001 World Wide Wireless Communications, Inc. (Exact Name of Registrant as Specified in Its Charter) NEVADA (State or Other Jurisdiction of Incorporation) 4812 86-0887822 (Commission File Number) (I.R.S. Employer Identification No.) 520 Third Street, Suite 101 Oakland, California 94607 (Address of Principal Executive Offices) (Zip Code) 510-839-6100 (Registrant's Telephone Number, Including Area Code) Item 5. Other Events On November 1, 2001, WORLD WIDE WIRELESS COMMUNICATIONS, INC. issued the attached press release announcing the appointment of Michael J. Zwebner as Chief Executive Officer and as Chairman of its Board of Directors and similar positions in the company's subsidiaries. The Company also appointed Curt Orgill as its Chief Financial Officer. Reference is made to the press release, which is attached to this Current Report as Exhibit 99.2 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (c) Exhibits Number Description 99.2 Press release announcing the appointment of Michael J. Zwebner as Chief Executive Officer, as Chairman of the Board of Directors and its subsidiaries. Curt Orgill was appointed as Chief Financial Officer. SIGNATURES Pursuant to the requirements of Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WORLD WIDE WIRELESS COMMUNICATIONS, INC. (Registrant) By: /s/ Michael J. Zwebner ----------------------------- Date: November 10, 2001 Authorized Signatory EX-99.2 3 slp137992.txt PRESS RELEASE Exhibit 99.2 World Wide Wireless Communications, Inc., Signs Letter of Intent to Acquire Hard Disc Cafe. Company Also Appoints Three New Directors and Names Michael J. Zwebner, Chairman and Chief Executive Officer. OAKLAND, Calif.--(BUSINESS WIRE)--November 1, 2001 -- World Wide Wireless Communications, Inc. (OTCBB:WLGS ) announced today that it has signed a letter of intent to acquire Hard Disc Cafe Inc., a private Florida corporation. The terms of the acquisition call for the Company to pay $1.25 million in cash and 25 million shares of common stock. In a separate action, the Board approved the appointment of three new directors in a move to realign the Company's affairs and to develop new business opportunities and appointed Michael J. Zwebner, Chairman and Chief Executive Officer of World Wide Wireless Communications Inc. and its related subsidiaries. In a statement issued from the Company's office, Robert Klein, a Director stated, "This new acquisition heralds a new era for WLGS. The introduction of a new high tech business into our corporation, coupled with the appointment of the three new directors, will enhance the opportunities to turnaround the performance of WLGS and hopefully benefit all the shareholders." Ramsey Sweis, a Director, also commented, "We see these new developments as a major plus for the Company, and I look forward to working with the new team to rebuild the Company's business and take full advantage of the original infrastructures that have been put in place both in this country and overseas." The new Board appointees are Michael J. Zwebner, Chairman of Talk Visual Corporation, Alexander Walker Jr., of Nevada Agency and Trust Company, who will also serve as Secretary and legal counsel, and Curt Orgill, of Bartig, Basler and Ray, CPA's, who has been appointed to serve as the Company's Chief Financial Officer. In a statement from Miami, Florida Michael Zwebner said, "Even in these tough times we are taking on these new responsibilities and the running of WGLS to sort out the problems and issues that currently plague the company. It will require the support of all the shareholders and creditors of the Company as well as the dedication of the management team, old and new, to turn this Company around. We intend to look deeply into the current business segments, see what is viable and workable, and develop those segments to their full potential. Unprofitable segments and subsidiaries will either be sold off or shut down. Our team fully intends to make every effort to turn this company around and make it profitable in the shortest possible time for the ultimate benefit of all the shareholders." Mr. Zwebner went on to say, "We also expect to appoint additional directors and key management personnel in the near future to help develop this business to its fullest potential. The Company will provide additional information within the next few weeks. Hard Disc Cafe, is in the business of Themed Internet Cafes, and currently has two super high tech locations in the final stages of development. One Cafe is located in Sacramento, California and the other in Miami, Florida. Both locations are expected to open soon. For additional information please visit the Company's web site at WWW.HARDDISCCAFE.COM (some sections of the site may still be under construction) Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to, certain delays beyond the company's control, delays in development and testing of products Contact: The Company at 510-839-6100 www.wlgs.net Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements contained in this release which are not historical are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements, including, but not limited to, certain delays beyond the company's control, delays in development and testing of products, and fluctuations in demand for the products and services of the Company. -----END PRIVACY-ENHANCED MESSAGE-----