-----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, WPENQ7ZRt2GCN6ppjWrSR5l4X+t6DoICXVZo43uT4TAu6eRoETe+RYKREwRL6qOL ggxGV/UsqvtNVEQFBn+LKw== /in/edgar/work/0001012870-00-005943/0001012870-00-005943.txt : 20001123 0001012870-00-005943.hdr.sgml : 20001123 ACCESSION NUMBER: 0001012870-00-005943 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001122 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN MULTIPLEX CORP CENTRAL INDEX KEY: 0001112263 STANDARD INDUSTRIAL CLASSIFICATION: [3669 ] IRS NUMBER: 522198231 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-59907 FILM NUMBER: 775105 BUSINESS ADDRESS: STREET 1: 1196 BORREGAS AVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4085425200 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ADAPTIVE BROADBAND CORP CENTRAL INDEX KEY: 0000016357 STANDARD INDUSTRIAL CLASSIFICATION: [3663 ] IRS NUMBER: 941668412 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1143 BORREGAS AVE CITY: SUNNYVALE STATE: CA ZIP: 94089 BUSINESS PHONE: 4087324000 MAIL ADDRESS: STREET 1: ADAPTIVE BROADBAND CORPORATION STREET 2: 1143 BORREGAS AVE CITY: SUNNYVALE STATE: CA ZIP: 94089 FORMER COMPANY: FORMER CONFORMED NAME: CALIFORNIA MICROWAVE INC DATE OF NAME CHANGE: 19920703 SC 13D 1 0001.txt STATEMENT OF BENEFICIAL OWNERSHIP SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ____)* Western Multiplex Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock $0.10 Par Value Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 95874P107 --------------------------------------------------------------- (CUSIP Number) Kenneth J. Wees Adaptive Broadband Corporation 1143 Borregas Avenue Sunnyvale, CA 94089 (408) 732-4000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 12, 2000 --------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of (S)240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copes of the schedule, including all exhibits. See (S)240.13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 95874P107 Page 2 of 14 - ------------------------------------------------------------------------------- Names of Reporting Persons S.S or I.R.S. Identification Nos. of Above 1 Persons Adaptive Broadband Corporation 94-1668412 - ------------------------------------------------------------------------------- Check the Appropriate Box if a Member of a Group (See Instructions) 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------- SEC Use Only 3 - ------------------------------------------------------------------------------- Source Of Funds (See Instructions) 4 SC; WC - ------------------------------------------------------------------------------- Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [_] 5 - ------------------------------------------------------------------------------- Citizenship or Place or Organization 6 Delaware - ------------------------------------------------------------------------------- SOLE VOTING POWER 7 NUMBER OF 11,057,319 (acquisition of such shares is conditioned upon the occurrence of certain events specified in that certain Stock Option Agreement dated November 12, 2000 and filed as Exhibit 99.3 to this Schedule 13D) SHARES ------------------------------------------------------------ SHARED VOTING POWER BENEFICIALLY 8 39,796,351 OWNED BY ------------------------------------------------------------ EACH SOLE DISPOSITIVE POWER 9 REPORTING 11,057,319 (acquisition of such shares is conditioned upon the occurrence of certain events specified in that certain Stock Option Agreement dated November 12, 2000 and filed as Exhibit 99.3 to this Schedule 13D) PERSON ------------------------------------------------------------ SHARED DISPOSITIVE POWER WITH 10 -0- - ------------------------------------------------------------------------------- Aggregate Amount Beneficially Owned by Each Reporting Person 11 50,853,670 - ------------------------------------------------------------------------------- Check if the Aggregate Amount in Row (11) Excludes Certain Shares 12 (See Instructions) [_] - ------------------------------------------------------------------------------- Percent of Class Represented by Amount in Row (11) 13 91.5% - ------------------------------------------------------------------------------- Type of Reporting Person (See Instructions) 14 CO - ------------------------------------------------------------------------------- Neither the filing of this statement on Schedule 13D nor any of its contents shall be deemed to constitute an admission by Adaptive Broadband Corporation that it is the beneficial owner of any of the Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership is expressly disclaimed. CUSIP No. 95874P107 SCHEDULE 13D Page 3 of 14 --------- ITEM 1. SECURITY AND ISSUER This statement on Schedule 13D relates to the Class A Common Stock, $0.10 par value per share ("Western Common Stock"), of Western Multiplex Corporation, a Delaware corporation ("Western"). The principal executive offices of Western are located at 1196 Borregas Avenue, Sunnyvale, California 94089. ITEM 2. IDENTITY AND BACKGROUND (a) Adaptive Broadband Corporation ("Adaptive") is a supplier of data communications transmission equipment for the deployment of broadband wireless communication over the Internet. (b) The address of the principal office and principal business of Adaptive is 1143 Borregas Avenue, Sunnyvale, California 94089. (c) Set forth in Schedule I to this Schedule 13D is the name and present principal occupation or employment of each of Adaptive's executive officers and directors and the name, principal business and address of any corporation or other organization in which such employment is conducted. (d) During the past five years, neither Adaptive, nor, to Adaptive's knowledge, any person named in Schedule I to this Schedule 13D, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, neither Adaptive, nor, to Adaptive's knowledge, any person named in Schedule I to this Schedule 13D, was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws. (f) All of the directors and executive officers of Adaptive named in Schedule I to this Schedule 13D are citizens of the United States. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to an Agreement and Plan of Merger dated November 12, 2000 (the "Merger Agreement") among Adaptive, Western and WA Merger Sub, Inc. ("Merger Sub") and subject to the conditions set forth therein (including approval by the stockholders of Western and Adaptive), Merger Sub will be merged with and into Adaptive (the "Merger"), with each share of Adaptive Common Stock being converted into the right to receive 1.345 shares of Class A Common Stock, par value $0.10 per share, of Western ("Western Common Stock") (as adjusted for any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction) (the "Exchange Ratio"). The description contained in this Item 3 of the transactions contemplated by the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached to this Schedule 13D as Exhibit 99.1. To facilitate the consummation of the Merger (as defined in Item 4 below), the principal stockholder of Western has entered into a Voting Agreement with Adaptive as described in Item 4, and Western has entered into the Option Agreement (as defined in Item 4 below) with Adaptive. ITEM 4. PURPOSE OF TRANSACTION (a) - (b) As described in Item 3 above, this statement relates to the merger of Merger Sub, a wholly owned subsidiary of Western, with and into Adaptive in a statutory merger pursuant to the Delaware General Corporation Law ("DGCL"). At the effective time of the Merger (the "Effective Time"), the separate existence of Merger Sub will cease and Adaptive will continue as the surviving corporation and as a wholly owned subsidiary of Western ("Surviving Corporation"). The officers and directors of the Surviving Corporation after CUSIP No. 95874P107 SCHEDULE 13D Page 4 of 14 --------- the Effective Time shall be as mutually determined by Western and Adaptive prior to the Effective Time and shall serve as the officers and directors of the Surviving Corporation until their respective successors are elected and qualified or duly appointed, as the case may be. The Certificate of Incorporation of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Certificate of Incorporation of Merger Sub as in effect immediately prior to the Effective Time; provided, however, that at the Effective Time the Certificate of Incorporation of the Surviving Corporation shall be amended so that the name of the Surviving Corporation shall be Adaptive Broadband Corporation. The Bylaws of the Surviving Corporation shall be amended and restated as of the Effective Time to conform to the Bylaws of Merger Sub as in effect immediately prior to the Effective Time. Merger Consideration. In connection with the Merger, holders of outstanding Adaptive Common Stock will receive, in exchange for each share of Adaptive Common Stock held by them, 1.345 shares of Western Common Stock (as adjusted for any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction) (the "Exchange Ratio"). A warrant to purchase Adaptive Common Stock, to the extent outstanding immediately prior to the Effective Time, shall be converted into the right to receive, upon the exercise thereof, the number of shares of Western Common Stock that the holder thereof would have received had such holder exercised the warrant immediately prior to the Effective Time and the shares of Adaptive Common Stock that would have been held by such holder upon such exercise were converted into Western Common Stock. Each option to purchase Adaptive Common Stock (an "Adaptive Common Stock Option"), to the extent outstanding immediately prior to the Effective Time, shall cease to represent a right to acquire shares of Adaptive Common Stock and shall be converted, at the Effective Time, into an option to acquire, on the same terms and conditions as were applicable under the Adaptive Common Stock Option, that number of shares of Western Common Stock determined by multiplying the number of shares of Adaptive Common Stock subject to such Adaptive Common Stock Option by the Exchange Ratio, rounded down, if necessary, to the nearest whole share of Western Common Stock, at a price per share (rounded up to the nearest one-hundredth of a cent) equal to the per share exercise price specified in such Adaptive Common Stock Option divided by the Exchange Ratio; provided, however, that in the case of any Adaptive Common Stock Option to which Section 421 of the Code applies by reason of its qualification under Section 422 of the Code, the option price, the number of shares subject to such option and the terms and conditions of exercise of such option shall be determined in a manner consistent with the requirements of Section 424(a) of the Code. The terms, exercisability, vesting schedule and other provisions of such Adaptive Common Stock Options shall otherwise remain unchanged. In addition to the foregoing, Adaptive shall take all actions necessary to provide that, with respect to its Supplemental Executive Deferred Compensation Plan and its Phantom Stock Plan thereunder, all common and phantom stock accounts shall be converted into common and phantom stock accounts, as applicable, relating to shares of Western Common Stock and all such stock accounts, when and to the extent payable in stock, shall be paid in shares of Western Common Stock. If the Merger is consummated, Adaptive Common Stock will be deregistered under the Exchange Act and delisted from the Nasdaq National Market. Representations, Warranties, Covenants and Closing Conditions. The Merger Agreement contains customary representations and warranties on the part of Western and Adaptive, and the consummation of the Merger is subject to customary closing conditions, including, without limitation, approval by the stockholders of Western and Adaptive, regulatory approval and the occurrence of no material adverse effect with respect to a party. The Merger Agreement also contains covenants regarding the activities of Western and Adaptive prior to the earlier of the Effective Time and the termination of the Merger Agreement. Western and Adaptive have agreed to conduct their respective businesses in the ordinary course and in a commercially reasonable manner. In addition, a number of corporate actions by Adaptive during the period pending the closing of the Merger require Western's approval, including borrowings, capital expenditures and stock option grants above specified minimums. Termination of the Merger Agreement. The Merger Agreement may be terminated prior to the Effective Time, whether before or after approval of the Merger by the stockholders of Adaptive and the stockholders of Western: (i) by mutual written consent of the Boards of Directors of Adaptive and Western; (ii) subject to certain exceptions, by either Adaptive or Western if the Merger shall not have been consummated by CUSIP No. 95874P107 SCHEDULE 13D Page 5 of 14 --------- June 30, 2001; provided, however, that the right to terminate the Merger Agreement shall not be available to any party whose failure to fulfill any obligation under the Merger Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur on or before June 30, 2001; (iii) by either Adaptive or Western in connection with certain legal or governmental actions having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger; (iv) subject to certain limitations, by Adaptive or Western if the approvals of the stockholders of either Western or Adaptive contemplated by the Merger Agreement shall not have been obtained by reason of the failure to obtain the required vote at a duly held meeting of stockholders or of any adjournment thereof at which the vote was taken; (v) by Western, if Adaptive shall have (a) failed to recommend the Merger to its stockholders or (b) materially breached its obligations under the Merger Agreement by reason of: (1) a failure to call a meeting of its stockholders to approve the Merger; (2) a change in its recommendation to its stockholders; (3) approval or recommendation of (or any proposal to publicly approve or recommend) any acquisition proposal; (4) or a failure to prepare and mail to its stockholders the a Joint Proxy Statement/Prospectus in accordance with Section 5.1(a) of the Merger Agreement; (vi) by Adaptive, if Western shall have (a) failed to recommend the Merger to its stockholders or (b) materially breached its obligations under the Merger Agreement by reason of: (1) a failure to call a meeting of its stockholders to approve the Merger; (2) a change in its recommendation to its stockholders; (3) approval or recommendation of (or any proposal to publicly approve or recommend) any acquisition proposal; (4) or a failure to prepare and mail to its stockholders the a Joint Proxy Statement/Prospectus in accordance with Section 5.1(a) of the Merger Agreement; (vii) by Adaptive if Western's representations and warranties in the Merger Agreement shall be or become materially inaccurate or if any of Western's covenants in the Merger Agreement shall have been breached and not cured within the period required by the Merger Agreement; (viii) by Western if Adaptive's representations and warranties in the Merger Agreement shall be or become materially inaccurate or if any of Adaptive's covenants in the Merger Agreement shall have been breached and not cured within the period required by the Merger Agreement; or. (ix) by either Adaptive or Western, on the business day immediately preceding the date scheduled for the closing of the transactions contemplated by the Merger Agreement, if either of the following conditions are satisfied: (a) the Average Western Closing Price (as defined in the Merger Agreement) shall be less than or equal to $10.00; or (b) the product of (x) 0.7 and (y) the ratio obtained by dividing the Final Index Price (as defined in the Merger Agreement) by the Initial Index Price (as defined in the Merger Agreement), shall be greater than (z) the ratio obtained by dividing the Average Western Closing Price by the Average Western Starting Price (as defined in the Merger Agreement); provided, however, that the right to terminate the Merger Agreement pursuant hereto shall not be available to any party that has incurred a Section 7.1 Event (as defined in the Merger Agreement). The description contained in this Item 4 of the transactions contemplated by the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached to this Schedule 13D as Exhibit 99.1. Voting Agreement. As an inducement to Adaptive to enter into the Merger Agreement, WMC Holding LLC, the majority stockholder of Western ("WMC Holding"), has entered into a Voting Agreement dated as of November 12, 2000 (the "Western Voting Agreement") with Adaptive. The number of shares of Western Common Stock beneficially owned by WMC Holding is set forth on Schedule II to the Schedule 13D. As of the date of the Western Voting Agreement, WMC Holding was the record and beneficial holder of 39,796,351 of the outstanding shares of Western Common Stock, representing approximately 71.6% of the issued and outstanding shares of Western Common Stock. Pursuant to the terms of the Western Voting Agreement, WMC Holding has agreed that, prior to the earlier of: (i) the Effective Time, (ii) a determination by the Board of Directors of Adaptive that an Acquisition Proposal constitutes a Superior Proposal under Section 5.4 of the Merger Agreement, or (iii) termination of the Merger Agreement pursuant to Section 7.1 of thereof, it will, at the request of Adaptive, vote its shares of Western Common Stock in favor of: (x) approval of the issuance of Western Common Stock in connection with the Merger; (y) approval and adoption of the Merger Agreement; and (z) each of the other actions contemplated by the Merger Agreement. WMC Holding has also granted to Adaptive an irrevocable proxy with respect to the matters covered by the Western Voting Agreement. WMC has also agreed not to sell, transfer, pledge, encumber, assign or otherwise dispose of or enforce or permit the execution of the provisions of any redemption, share purchase or sale, recapitalization or other agreement with Western or enter into any contract, option or other arrangement or understanding with respect to the offer for sale, transfer, pledge, encumbrance, assignment or other disposition of, any of its stock CUSIP No. 95874P107 SCHEDULE 13D Page 6 of 14 --------- currently held, any shares acquired after November 12, 2000, any securities exercisable for or convertible into Western Common Stock, any other capital stock of Western or any interest in any of the foregoing with any party except to a party that agrees in writing to be bound by the terms of the Western Voting Agreement. Adaptive did not pay any consideration to WMC Holding in connection with the execution and delivery of the Western Voting Agreement. The description contained in this Item 4 of the transactions contemplated by the Western Voting Agreement is qualified in its entirety by reference to the full text of the form of Western Voting Agreement, a copy of which is attached to this Schedule 13D as Exhibit 99.3. Stock Option Agreement. Also as an inducement to Adaptive to enter into the Merger Agreement, Adaptive and Western entered into a Stock Option Agreement dated November 12, 2000 (the "Option Agreement") pursuant to which Western granted Adaptive the right (the "Option") under certain conditions to purchase up to 11,057,319 shares of Western Common Stock (the "Option Shares") at a purchase price of $12.75 per share (the "Exercise Price"). Adaptive may also elect to net exercise the Option by surrendering a portion of the Option Shares with respect to such number of Option Shares as is determined by dividing (i) the aggregate Exercise Price payable in respect of the number of Option Shares being purchased by (ii) the excess of the Fair Market Value per share of Western Common Stock as of the last trading day preceding the date Adaptive delivers the option exercise notice to Western (the "Option Exercise Date") over the per share Exercise Price. The Fair Market Value per share of Western Common Stock shall be the average of the last reported sale prices per share of Western Common Stock for the 10 consecutive trading days commencing on the 12/th/ trading day immediately preceding the Option Exercise Date. The Option may be exercised, in whole or in part, at any time, or from time to time, commencing upon the date on which Adaptive becomes unconditionally entitled to receive a termination fee pursuant to Section 7.2(c) of the Merger Agreement. The Option shall terminate upon the earliest to occur of: (i) the date on which the Merger becomes effective; (b) written notice of termination of the Option Agreement by Adaptive to Western; (c) 12 months after the date on which the Option first becomes exercisable; or (d) the date of the termination of the Merger Agreement; provided, however, with respect to clause (d), if Adaptive becomes unconditionally entitled to receive a termination fee pursuant to Section 7.2(c) of the Merger Agreement upon or following the termination of the Merger Agreement and the occurrence of certain events, then the Option will not terminate until the later of (x) 15 business days following the time the termination fee becomes unconditionally payable and (y) the expiration of the period referred to in Section 7.2(c)(A)(III) of the Merger Agreement. The Option Agreement limits the total profit that may be received by Adaptive pursuant to the exercise of the Option and sale of the underlying shares of Western Common Stock. If Adaptive exercises the option, sells any underlying shares and receives proceeds which, together with any termination fees received by Adaptive from Western, exceeds $27,500,000, then Adaptive, at is sole election, shall reduce the number of shares of Western Common Stock subject to the Option, deliver to Western for cancellation shares previously purchased by Adaptive, reduce the amount of the Option Repurchase Price (as defined in the Option Agreement), pay cash to Western or any combination thereof, so that Adaptive's actual realized total profit does not exceed $27,500,000. The Option Agreement requires Western to repurchase the Option and any shares of Western Common Stock issued upon the exercise of the Option at Adaptive's request under certain circumstances. Other circumstances require Adaptive to sell to Western shares of Western Common Stock it has acquired upon the exercise of the option. Adaptive must offer to sell shares of Western Common Stock acquired by it upon the exercise of the option to Western before selling these shares to a third party. Western is obligated to register under the Securities Act the offer, sale and delivery by Adaptive of shares of Western Common Stock acquired by Adaptive upon the exercise of the Option. (c) Not applicable. (d) If the Merger is consummated, Adaptive will become a wholly owned subsidiary of Western and Western will subsequently determine the size and membership of the Board of Directors of Adaptive and the officers of Adaptive. CUSIP No. 95874P107 SCHEDULE 13D Page 7 of 14 --------- (e) None, other than a change in the number of outstanding shares of Western Common Stock as contemplated by the Merger Agreement. (f) Upon consummation of the Merger, Adaptive will become a wholly owned subsidiary of Western. (g) Immediately prior to the consummation of the Merger, the Certificate of Incorporation and Bylaws of Merger Sub will be amended and restated in a form satisfactory to Western. Upon consummation of Merger, the Certificate of Incorporation and Bylaws of Merger Sub will become the Certificate of Incorporation and Bylaws of Adaptive. (h) Upon consummation of the Merger, the Adaptive Common Stock will cease to be quoted on any quotation system or exchange. (i) Upon consummation of the Merger, the Adaptive Common Stock will become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act. (j) Other than as described above, Western currently has no plan or proposal which relates to, or may result in, any of the matters listed in Items 4(a)-(i) of Schedule 13D (although Western reserves the right to develop such plans). ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) - (b) As a result of the Western Voting Agreement, Adaptive has shared power to vote 39,796,351 shares of Western Common Stock for the limited purposes described in Item 4 above. As a result of the Adaptive Option Agreement granted to Adaptive, Adaptive may be deemed to be the beneficial owner of an additional 11,057,319 shares of Western Common Stock. In the aggregate, such shares (representing a total of 50,853,670 shares of Western Common Stock) would represent approximately 91.5% of the shares of Western Common Stock outstanding as of November 12, 2000 after giving effect to the exercise of the Option. To Adaptive's knowledge, no shares of Western Common Stock are beneficially owned by any of the persons named in Schedule I, except for such beneficial ownership, if any, arising solely from the Western Voting Agreement and the Option Agreement. Set forth in Schedule III to this Schedule 13D is the name and present principal occupation or employment of each person with whom Western shares the power to vote or to direct the vote or to dispose or direct the disposition of Western Common Stock. During the past five years, to Adaptive's knowledge, no person named in Schedule III to this Schedule 13D has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, to Adaptive's knowledge, no person named in Schedule III to this Schedule 13D was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activity subject to federal or state securities laws or finding any violation with respect to such laws. The entity named in Schedule III to this Schedule 13D is incorporated in the State of Delaware of the United States. (c) Neither Adaptive, nor, to Adaptive's knowledge, any person named in Schedule III, has effected any transaction in Western Common Stock during the past 60 days, except as disclosed herein. (d) Not applicable. CUSIP No. 95874P107 SCHEDULE 13D Page 8 of 14 --------- (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Other than as described in Item 4 above, to Western's knowledge, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of Western, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. CUSIP No. 95874P107 SCHEDULE 13D Page 9 of 14 --------- ITEM 7. MATERIAL TO BE FILED AS EXHIBITS EXHIBIT NO. DESCRIPTION - -------------------------------------------------------------------------------- 99.1 Agreement of Merger and Reorganization dated as of November 12, 2000, by and among Adaptive Broadband Corporation, a Delaware corporation, Western Multiplex Corporation, a Delaware corporation, and WA Merger Sub, Inc., a Delaware corporation (without exhibits). (Exhibit to Adaptive's Form 8-K filed on November 14, 2000; incorporated herein by reference.) ---------------------------------------------------------------------- 99.2 Stock Option Agreement dated as of November 12, 2000, by and between Western Multiplex Corporation, a Delaware corporation, and Adaptive Broadband Corporation, a Delaware corporation. (Exhibit to Adaptive's Form 8-K filed on November 14, 2000; incorporated herein by reference.) ---------------------------------------------------------------------- 99.3 Voting Agreement dated as of November 12, 2000, by and between Adaptive Broadband Corporation, a Delaware corporation, and WMC Holding LLC, a Delaware limited liability company. (Exhibit to Adaptive's Form 8-K filed on November 14, 2000; incorporated herein by reference.) ---------------------------------------------------------------------- CUSIP No. 95874P107 SCHEDULE 13D Page 10 of 14 --------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 21, 2000 Adaptive Broadband Corporation /s/ Kenneth J. Wees --------------------------------------------- Kenneth J. Wees Vice President, General Counsel and Secretary CUSIP No. 95874P107 SCHEDULE 13D Page 11 of 14 --------- SCHEDULE I EXECUTIVE OFFICERS AND EMPLOYEE DIRECTORS OF ADAPTIVE
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT COUNTRY OF CITIZENSHIP Frederick D. Lawrence Chairman of the Board, Chief United States Executive Officer and Director Daniel L. Scharre President and Chief Operating Officer United States and Chief Executive Officer of Adaptive Broadband Limited, a wholly owned subsidiary Donna S. Birks Executive Vice President and Chief United States Financial Officer Kenneth J. Wees Vice President, General Counsel and United States Secretary
All individuals named in the above table are employed at Adaptive Broadband Corporation, 1143 Borregas Avenue, Sunnyvale, California 94089. NON-EMPLOYEE DIRECTORS OF ADAPTIVE
NAME PRINCIPAL OCCUPATION OR NAME AND ADDRESS OF CORPORATION OR COUNTRY OF EMPLOYMENT OTHER ORGANIZATION IN WHICH CITIZENSHIP EMPLOYED Leslie G. Denend Retired 1800 Webster Street, Palo Alto, United States California 94301 James C. Granger President, Chief Executive 5600 Rowland Road, Minnetonka, United States Officer and Director of Minnesota 55343 Digital Biometrics, Inc., a manufacturer of fingerprint reading products William L. Martin III Chief Executive Officer of 18111 Preston Road, Suite 900, United States White Rock Networks, a Dallas, Texas 75252 producer of optical transport systems James T. Richardson Senior Vice President and 851 SW 6th Avenue, Suite 1200, United States Chief Financial Officer of Portland, Oregon 97204 WebTrends Corp., a producer of software for Internet commerce businesses
CUSIP No. 95874P107 SCHEDULE 13D Page 12 of 14 --------- SCHEDULE II
WESTERN VOTING AGREEMENT NUMBER OF SHARES OF WESTERN COMMON PERCENTAGE OF OUTSTANDING SHARES OF STOCKHOLDER STOCK BENEFICIALLY OWNED AS OF WESTERN COMMON STOCK AS OF NOVEMBER 12, 2000 NOVEMBER 12, 2000 WMC Holding LLC 39,796,351 71.6%
CUSIP No. 95874P107 SCHEDULE 13D Page 13 of 14 --------- SCHEDULE III
WESTERN STOCKHOLDER PRINCIPAL OCCUPATION OR EMPLOYMENT WMC Holding Corp. Not Applicable
CUSIP No. 95874P107 SCHEDULE 13D Page 14 of 14 --------- EXHIBIT INDEX - -------------------------------------------------------------------------------- EXHIBIT NO. DESCRIPTION PAGE NUMBER - -------------------------------------------------------------------------------- 99.1 Agreement of Merger and Reorganization dated as of November 12, 2000, by and among Adaptive Broadband Corporation, a Delaware corporation, Western Multiplex Corporation, a Delaware corporation, and WA Merger Sub, Inc., a Delaware corporation (without exhibits). (Exhibit to Adaptive's Form 8-K filed on November 14, 2000; incorporated herein by reference.) ---------------------------------------------------------------------------- 99.2 Stock Option Agreement dated as of November 12, 2000, by and between Western Multiplex Corporation, a Delaware corporation, and Adaptive Broadband Corporation, a Delaware corporation. (Exhibit to Adaptive's Form 8-K filed on November 14, 2000; incorporated herein by reference.) ---------------------------------------------------------------------------- 99.3 Voting Agreement dated as of November 12, 2000, by and between Adaptive Broadband Corporation, a Delaware corporation, and WMC Holding LLC, a Delaware limited liability company. (Exhibit to Adaptive's Form 8-K filed on November 14, 2000; incorporated herein by reference.) ---------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----