-----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, J2w5zCjMw/HK9Z/gB6iYm7fH4VdHwRCLJmf3UHWXWFkxrh9e3s0Axk693XNf9a4J DLzrGwDClsvKbqLKIJq96A== 0000914317-03-002153.txt : 20030721 0000914317-03-002153.hdr.sgml : 20030721 20030721164223 ACCESSION NUMBER: 0000914317-03-002153 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030721 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YDI WIRELESS INC CENTRAL INDEX KEY: 0000712511 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 042751645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29053 FILM NUMBER: 03794879 BUSINESS ADDRESS: STREET 1: 20 INDUSTRIAL DRIVE EAST CITY: SOUTH DEERFIELD STATE: MA ZIP: 01373 BUSINESS PHONE: 4136658551 MAIL ADDRESS: STREET 1: 20 INDUSTRIAL DRIVE EAST STREET 2: INDUSTRIAL PARK CITY: SOUTH DEERFIELD STATE: MA ZIP: 01373 FORMER COMPANY: FORMER CONFORMED NAME: TELAXIS COMMUNICATIONS CORP DATE OF NAME CHANGE: 19991015 FORMER COMPANY: FORMER CONFORMED NAME: MILLITECH CORP DATE OF NAME CHANGE: 19990913 8-K 1 form8k-53327_ydi.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): July 9, 2003 -------------- YDI WIRELESS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 000-29053 04-2751645 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS employer of incorporation) file number) identification no.) 8000 Lee Highway, Falls Church, VA 22042 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (703) 205-0600 ----------------------------- - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. ------------ This Form 8-K is being filed pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act") by YDI Wireless, Inc., a Delaware corporation ("YDI Wireless"), which is the successor to Telaxis Communications Corporation, a Massachusetts corporation ("Telaxis"), following a statutory merger effective on July 9, 2003 (the "Merger") for the purpose of changing Telaxis' jurisdiction of incorporation to Delaware. Prior to the Merger, YDI Wireless had no assets or liabilities other than nominal assets or liabilities. In connection with the Merger, YDI Wireless succeeded by operation of law to all of the assets and liabilities of Telaxis. The Merger was approved by the stockholders of Telaxis at a meeting for which proxies were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). YDI Wireless, by virtue of this Form 8-K, expressly adopts the following registration statements of Telaxis as its own registration statements for all purposes of the Securities Act and the Exchange Act: 1. The Registration Statement on Form S-8 (File No. 333-30450); 2. The Registration Statement on Form S-8 (File No. 333-65568); 3. The Registration Statement on Form S-8 (File No. 333-73318); and 4. The Registration Statement on Form S-8 (File No. 333-104481). Item 7. Exhibits. -------- Number Title ------ ----- 5.1 Opinion of Foley Hoag LLP. 23.1 Consent of Foley Hoag LLP (included in Exhibit 5.1). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. YDI WIRELESS, INC. Dated: July 21, 2003 By: /s/ David L. Renauld ------------------------------------------- David L. Renauld Vice President, Legal and Corporate Affairs EXHIBIT INDEX Number Title ------ ----- 5.1 Opinion of Foley Hoag LLP. 23.1 Consent of Foley Hoag LLP (included in Exhibit 5.1). EX-5.1 3 exhibit5-1.txt Exhibit 5.1 July 21, 2003 YDI Wireless, Inc. 8000 Lee Highway Falls Church, Virginia 22042 We are familiar with the Current Report on Form 8-K (the "Current Report") to be filed by YDI Wireless, Inc., a Delaware corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), relating to the adoption by the Company pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act") of the following registration statements for all purposes of the Securities Act and the Exchange Act (collectively the "Registration Statements"): 1. The Registration Statement on Form S-8 (File No. 333-30450); 2. The Registration Statement on Form S-8 (File No. 333-65568); 3. The Registration Statement on Form S-8 (File No. 333-73318); and 4. The Registration Statement on Form S-8 (File No. 333-104481). Pursuant to the Registration Statements and in connection with that certain Agreement and Plan of Merger and Reincorporation by and between the Company and Telaxis Communications Corporation, a Massachusetts corporation ("Telaxis"), dated as of June 23, 2003 (the "Merger Agreement"), shares of common stock of the Company, par value $0.01 per share, (the "Shares"), issuable pursuant to the following plans (collectively the "Plans"), have been registered under the Securities Act: 1. Telaxis Communications Corporation 2001 Nonqualified Stock Option Plan; 2. Telaxis Communications Corporation 1999 Stock Plan; 3. Telaxis Communications Corporation 1997 Stock Plan; 4. Telaxis Communications Corporation 1996 Stock Plan; 5. Telaxis Communications Corporation 1988 Stock Plan; YDI Wireless, Inc. July 21, 2003 Page 2 6. Telaxis Communications Corporation 1987 Stock Plan; 7. Telaxis Communications Corporation Incentive Stock Option Plan of 1986; and 8. Young Design, Inc. 2002 Stock Incentive Plan. In connection with this opinion, we have examined and relied upon the following: (a) Telaxis' Restated Articles of Organization, as amended to date, including the Articles of Amendment filed with the Secretary of The Commonwealth of Massachusetts on July 7, 2003 with an effective date of July 9, 2003 at 6:00 p.m. and the Articles of Amendment filed with the Secretary of The Commonwealth of Massachusetts on July 7, 2003 with an effective date of July 9, 2003 at 6:01 p.m.; (b) Telaxis' Amended and Restated By-laws; (c) the Company's Certificate of Incorporation, as amended to date; (d) the Company's By-laws; (e) the Merger Agreement; (f) the Articles of Merger filed pursuant to the Merger Agreement with the Secretary of The Commonwealth of Massachusetts on July 7, 2003 with an effective date of July 9, 2003 at 7:00 p.m.; (g) the Certificate of Merger filed pursuant to the Merger Agreement with the Secretary of State of the State of Delaware on July 7, 2003 with an effective date of July 9, 2003 at 7:00 p.m.; (h) the Certificate of the Clerk of Telaxis dated July 8, 2003 certifying the votes adopted at the meeting of the board of directors of Telaxis on May 14, 2003, the votes adopted at the annual meeting of stockholders of Telaxis on June 24, 2003, and the capitalization of Telaxis; (i) the Certificate of the Secretary of the Company dated July 8, 2003 certifying the resolutions adopted at the meeting of the board of directors of the Company on May 14, 2003, the resolutions adopted by the sole stockholder of the Company by written consent dated June 23, 2003, and the capitalization of the Company; and (j) the Registration Statements. YDI Wireless, Inc. July 21, 2003 Page 3 In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such other records, documents and instruments of the Company, Telaxis, and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinions expressed below. We have made such examination of Massachusetts law, federal law, and the General Corporation Law of the State of Delaware as we have deemed necessary for the purpose of this opinion. We express no opinion herein as to the laws of any jurisdiction other than the United States of America, The Commonwealth of Massachusetts and, as to its General Corporation Law, the State of Delaware. We have assumed for purposes of this opinion that the certifications in the foregoing documents were true and correct when delivered and remain true and correct. We assume that all Shares to be issued pursuant to the Plans will be issued in accordance with the terms of the Plans and that the purchase price of the Shares will be greater than or equal to the par value per share of the Shares. Based upon and subject to the foregoing, it is our opinion that the Shares, when issued and delivered pursuant to the Plans and against the receipt of the purchase price therefor, will be validly issued, fully paid and nonassessable. This opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statements are in effect. Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters. We hereby consent to the filing of this opinion as an exhibit to the Current Report in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. Very truly yours, FOLEY HOAG LLP By: /s/ WILLIAM R. 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