-----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, MZ/Jfw8JpHtpsH2eMGe7WegHGJMAkDOuW5665A19uneduJZUG8AB1nSyWUH5opBd ImV8sU1aKNxBRgDFMnrcHQ== 0001209191-03-017412.txt : 20030815 0001209191-03-017412.hdr.sgml : 20030815 20030815200532 ACCESSION NUMBER: 0001209191-03-017412 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030813 FILED AS OF DATE: 20030815 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MELLON FINANCIAL CORP CENTRAL INDEX KEY: 0000064782 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28217 FILM NUMBER: 03851697 BUSINESS ADDRESS: STREET 1: ONE MELLON BANK CTR STREET 2: 500 GRANT ST CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 BUSINESS PHONE: 4122345000 FORMER NAME: FORMER CONFORMED NAME: MELLON BANK CORP DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: MELLON NATIONAL CORP DATE OF NAME CHANGE: 19841014 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MVMA INC CENTRAL INDEX KEY: 0001072689 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28217 FILM NUMBER: 03851695 BUSINESS ADDRESS: STREET 1: 919 NORTH MARKER STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 4122348144 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AIRNET COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000944163 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 593218138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3950 DOW ROAD STREET 2: - CITY: MELBOURNE STATE: FL ZIP: 32934 BUSINESS PHONE: 3219841990 MAIL ADDRESS: STREET 1: 3950 DOW ROAD STREET 2: - CITY: MELBOURNE STATE: FL ZIP: 32934 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MELLON VENTURES LP CENTRAL INDEX KEY: 0001072562 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28217 FILM NUMBER: 03851699 BUSINESS ADDRESS: STREET 1: ONE MELLON CENTER STREET 2: SUITE 5300 CITY: PITTSBURGH STATE: PA ZIP: 15258 BUSINESS PHONE: 4122363620 MAIL ADDRESS: STREET 1: ONE MELLON CENTER STREET 2: SUITE 5300 CITY: PITTSBURGH STATE: PA ZIP: 15258 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MVMA L P CENTRAL INDEX KEY: 0001072691 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28217 FILM NUMBER: 03851696 BUSINESS ADDRESS: STREET 1: 919 NORTH MARKET STREET CITY: WILMINTON STATE: DE ZIP: 19801 BUSINESS PHONE: 4122348144 MAIL ADDRESS: STREET 1: 919 NORTH MARKET STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MELLON BANK N A CENTRAL INDEX KEY: 0000216543 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-28217 FILM NUMBER: 03851698 BUSINESS ADDRESS: STREET 1: ONE MELLON CENTER STREET 2: 500 GRANT STREET CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 BUSINESS PHONE: 4122345000 MAIL ADDRESS: STREET 1: ONE MELLON CENTER STREET 2: 500 GRANT STREET CITY: PITTSBURGH STATE: PA ZIP: 15258-0001 4 1 bpi02640_bpi1mvcopy.xml MAIN DOCUMENT DESCRIPTION X0201 42003-08-1300000944163AIRNET COMMUNICATIONS CORP ANCC0001072562MELLON VENTURES LPPittsburghPA1525800100000216543MELLON BANK N APittsburghPA152580001Joint Filer0000064782MELLON FINANCIAL CORPPittsburghPA152580001Joint Filer0001072691MVMA L PPittsburghPA152580001Joint Filer0001072689MVMA INCPITTSBURGHPA152580001Joint FilerCommo n Stock, $.001 par value per share (Common Stock)2003-08-134C063694270A6847742DCommon Stock2003-08-134P08514892.0587A15362634DSeries B Convertible Preferred Stock, $.0102003-08-134C0318471.30D1988-08-081988-08-08Common Stock63694270DCommon Stock Warrant (right to buy)3.142003-08-134J000D1988-08-082011-05-11Common Stock9554140DPursuant to a letter agreement dated January 20, 2003 between AirNet Communications Corporation (the "Issuer") and Mellon Ventures, L.P. ("Mellon Ventures") (the "Letter Agreement") and Section 6(a) of the Series B Convertible Preferred Stock Certificate of Designations (the "Certificate of Designations") of the Issuer, Mellon Ventures agreed to, upon the occurrence of certain events, including the closin g of the Issuer's convertible debt financing which is more fully described in the Issuer's definitive proxy statement dated July 15, 2003 relating to the Issuer's annual meeting of stockholders held on August 8, 2003 (the "Proxy Statement"), convert the 318,471.3 shares of Series B Convertible Preferred Stock, par value $.01 per share (the "Series B") owned by it into 6,369,427 shares of the Issuer's Common Stock, $.001 par value per share (the "Common Stock").(Continued from Footnote (1)) Under the Certificate of Designations, Mellon Ventures and the other holders of Series B were originally entitled to receive ten (10) shares of Common Stock for every share of Series B held upon conversion. The Letter Agreement together with the related escrow agreements and escrow letters and the Issuer's Proxy Statement provided that, in consideration of Mellon Ventures and Tandem PCS Investments, L.P. ("Tandem") agreeing to convert their Series B shares into Common Stock, and their waiver o f their respective anti-dilution rights and accrued dividends on the Series B and other rights as preferred holders, Mellon and Tandem each would receive $500,000 and upon conversion each share of Series B would be convertible into twenty (20) shares of Common Stock rather than ten (10) shares of Common Stock. (Continued from Footnote (2)) The conversion of the shares of Series B was contingent upon, among other things, the related closing of a convertible debt financing of the Issuer which is more fully described in the Proxy Statement. The conversion of the shares of Series B was at a fixed-price. As a condition precedent to the transactions described in the Proxy Statement and the conversion of the Series B shares, the warrants (the "Warrant") exercisable for Common Stock originally issued to each Series B holder (including Mellon Ventures) on May 16, 2001 were terminated. No value was received by Mellon Ventures from the termination of the Warrant. The conversion of the S eries B into Common Stock, the termination of the Warrant, the private purchase described below in footnote (4), the payment of $500,000 to Mellon Ventures by the Issuer and the closing of the convertible debt financing all were conditioned upon each other and occurred at the same time on August 13, 2003, the closing date.As part of the overall transaction described in footnotes (1),(2), and (3) and conditioned upon the closing of the convertible debt financing and related transactions referenced therein, pursuant to a stock purchase and sale agreement dated January 20, 2003 between Mellon Ventures and Tandem, Mellon Ventures purchased in a private transaction 8,514,892 shares of Common Stock held by Tandem in exchange for Mellon Ventures paying $500,000 (which was paid to Mellon Ventures by the Issuer in consideration of Mellon Ventures agreeing to convert its Series B into Common Stock) to Tandem.Mellon Ventures, MVMA, L.P. and MVMA, Inc. disclaim b eneficial ownership of the reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any reporting person or any joint filer is the beneficial owner of the securities for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Mellon Bank, N.A. is the majority limited partner of Mellon Ventures and as such may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Mellon Ventures. Mellon Bank, N.A. disclaims beneficial ownership of these securities. Mellon Bank, N.A., the majority limited partner of Mellon Ventures, is a wholly-owned subsidiary of Mellon Financial Corporation, and as such Mellon Financial Corporation may be deemed the beneficial owner of the securities of the Issuer beneficially owned by Mellon Ventures. Mellon Financial Corporation disclaims beneficial ownership of these securities.At the time of the closing the S eries B shares were convertible at a rate of 20 shares of Common Stock for each share of Series B.Immediately Exercisable. Per the Frequently Asked Questions issued by the Division of Corporation Finance of the SEC, 08/08/1988 is a "dummy date".Security had no Expiration Date. Per the Frequently Asked Questions issued by the Division of Corporation Finance of the SEC, 08/08/1988 is a "dummy date".Mellon Ventures, L.P., by its general partner, MVMA, L.P. by its general partner, MVMA, Inc., /s/ Paul D. Cohn, Director2003-08-15Mellon Ventures, L.P., by its general partner, MVMA, L.P., by its general partner, MVMA, Inc., In its capacity as Attorney-In-Fact for MVMA, L.P., MVMA, Inc., Mellon Bank, N.A. and Mellon Financial Corporation, /s/ Paul D. Cohn, Director2003-08-15 EX-99 3 bpi02640_bpiex99.txt ADDITIONAL EXHIBITS Exhibit 99 Joint Filer Information Name: MVMA, L.P., MVMA, Inc., Mellon Bank, N.A. and Mellon Financial Corporation Relationship: General Partner of Mellon Ventures, L.P. and General Partner of that general partner and parent companies Addresses: c/o Mellon Ventures, L.P., One Mellon Bank Center, Pittsburgh, PA 15258 Designated Filer: Mellon Ventures, L.P.Issuer & Ticker Symbols: AirNet Communications Corporation (ANCC) Date of Event Requiring Filing: 8/13/03 -----END PRIVACY-ENHANCED MESSAGE-----