SC 13D 1 v00113sc13d.htm SCHEDULE 13D sc13d
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

YDI Wireless, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

984215 10 3

(Cusip Number)

Jason Mendelson, Esq.
Mobius Venture Capital
Two Palo Alto Square, Suite 500
3000 El Camino Real
Palo Alto, CA 94306
(650) 319-2700

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 22, 2004

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 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).

 

Table of Contents

             
CUSIP No. 984215 10 3 Page 2 of 31
  1. Name of Reporting Person:
Mobius Technology Ventures VI, L.P. ("MTV")		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
1,226,544
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
1,226,544
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,226,544
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
4.6%
  14.Type of Reporting Person (See Instructions):
PN

Table of Contents

             
CUSIP No. 984215 10 3 Page 3 of 31
  1. Name of Reporting Person:
Mobius Technology Ventures Advisors Fund VI, L.P. ("MTAF")		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
47,784
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
47,784
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
47,784
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.2%
  14.Type of Reporting Person (See Instructions):
PN

Table of Contents

             
CUSIP No. 984215 10 3 Page 4 of 31
  1. Name of Reporting Person:
Mobius Technology Ventures Side Fund VI, L.P. ("MTSF")		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
50,160
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
50,160
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
50,160
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.2%
  14.Type of Reporting Person (See Instructions):
PN

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CUSIP No. 984215 10 3 Page 5 of 31
  1. Name of Reporting Person:
SOFTBANK US Ventures VI, L.P. ("SBUSV")		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
1,315,512
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
1,315,512
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
1,315,512
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
4.9%
  14.Type of Reporting Person (See Instructions):
PN

Table of Contents

             
CUSIP No. 984215 10 3 Page 6 of 31
  1. Name of Reporting Person:
Mobius VI LLC ("Mobius")		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
2,640,000
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
2,640,000
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,640,000
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
9.9%
  14.Type of Reporting Person (See Instructions):
PN

Table of Contents

             
CUSIP No. 984215 10 3 Page 7 of 31
  1. Name of Reporting Person:
SOFTBANK Technology Ventures Advisors Fund V, L.P. ("SBTAF")		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
70,114
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
70,114
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
70,114
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.3%
  14.Type of Reporting Person (See Instructions):
PN

Table of Contents

             
CUSIP No. 984215 10 3 Page 8 of 31
  1. Name of Reporting Person:
SOFTBANK Technology Entrepreneurs Fund V, L.P. ("SBTEF")		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
46,669
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
46,669
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
46,669
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
0.2%
  14.Type of Reporting Person (See Instructions):
PN

Table of Contents

             
CUSIP No. 984215 10 3 Page 9 of 31
  1. Name of Reporting Person:
SOFTBANK Technology Ventures V, L.P. ("SB Tech")		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
2,596,550
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
2,596,550
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,596,550
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
9.8%
  14.Type of Reporting Person (See Instructions):
PN

Table of Contents

             
CUSIP No. 984215 10 3 Page 10 of 31
  1. Name of Reporting Person:
SBTV V LLC ("SBTV")		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
2,713,333
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
2,713,333
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,713,333
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
10.2%
  14.Type of Reporting Person (See Instructions):
PN

1

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CUSIP No. 984215 10 3 Page 11 of 31
  1. Name of Reporting Person:
Gary E. Rieschel ("GER")		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
5,353,333
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
5,353,333
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,353,333
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
20.1%
  14.Type of Reporting Person (See Instructions):
IN

Table of Contents

             
CUSIP No. 984215 10 3 Page 12 of 31
  1. Name of Reporting Person:
Bradley A. Feld ("BAF")		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
5,353,333
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
5,353,333
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,353,333
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
20.1%
  14.Type of Reporting Person (See Instructions):
IN

1

Table of Contents

             
CUSIP No. 984215 10 3 Page 13 of 31
  1. Name of Reporting Person:
D. Rex Golding ("DRG")		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
5,353,333
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
5,353,333
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,353,333
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
20.1%
  14.Type of Reporting Person (See Instructions):
IN

Table of Contents

             
CUSIP No. 984215 10 3 Page 14 of 31
  1. Name of Reporting Person:
Jo Ann Heidi Roizen ("JR")		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
5,353,333
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
5,353,333
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
5,353,333
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
20.1%
  14.Type of Reporting Person (See Instructions):
IN

1

Table of Contents

             
CUSIP No. 984215 10 3 Page 15 of 31
  1. Name of Reporting Person:
Greg P. Galanos ("GPG")		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
2,640,000
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
2,640,000
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,640,000
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
9.9%
  14.Type of Reporting Person (See Instructions):
IN

Table of Contents

             
CUSIP No. 984215 10 3 Page 16 of 31
  1. Name of Reporting Person:
Greg R. Prow ("GRP")		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions):
    (a) o  
    (b) o  
  3. SEC Use Only:
  4. Source of Funds (See Instructions):
OO
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
  6. Citizenship or Place of Organization:
United States
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power:
0
8. Shared Voting Power:
2,640,000
9. Sole Dispositive Power:
0
10.Shared Dispositive Power:
2,640,000
  11.Aggregate Amount Beneficially Owned by Each Reporting Person:
2,640,000
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
o
  13.Percent of Class Represented by Amount in Row (11):
9.9%
  14.Type of Reporting Person (See Instructions):
IN

TABLE OF CONTENTS

Item 1. Security and Issuer.
Item 2. Identity and Background.
Item 3. Source and Amount of Funds or Other Consideration.
Item 4. Purpose of Transaction.
Item 5. Interest in Securities of the Issuer.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7.Material to be filed as Exhibits.
EXHIBIT 1
EXHIBIT 2

Table of Contents

SCHEDULE 13D

CUSIP No. 984215 10 3   Page 17 of 31 Pages

Item 1. Security and Issuer.

This Schedule relates to shares of Common Stock (“YDI Common Stock”) of YDI Wireless, Inc. (“YDI”). YDI’s principal executive offices are located at 8000 Lee Highway, Falls Church, VA 22042.

Item 2. Identity and Background.

(a)

This Schedule is being filed by Mobius Venture Capital on behalf of (collectively, the “Reporting Persons”):

      Mobius Technology Ventures VI, L.P. (“MTV”)
SOFTBANK U.S. Ventures VI, L.P. (“SBUSV”)
Mobius Technology Ventures Advisors Fund VI, L.P. (“MTAF”)
Mobius Technology Ventures Side Fund VI, L.P. (“MTSF”)
Mobius VI LLC (“Mobius”)
SOFTBANK Technology Ventures V, L.P. (“SB Tech”)
SOFTBANK Technology Ventures Advisors Fund V, L.P. (“SBTAF”)
SOFTBANK Technology Entrepreneurs Fund V, L.P. (“SBTEF”)
SBTV V LLC (“SBTV”)
Gary E. Rieschel (“GER”)
Bradley A. Feld (“BAF”)
D. Rex Golding (“DRG”)
Jo Ann Heidi Roizen (“JR”)
Greg P. Galanos (“GPG”)
Greg R. Prow (“GRP”)

(b)

The principal business address of each of the Reporting Persons is c/o Mobius Venture Capital, Two Palo Alto Square, Suite 500, 3000 El Camino Real, Palo Alto, California 94306

(c)

The principal occupations/principal business of each of the Reporting Persons is as follows:

         
 
  MTV:   Venture Capital Fund
  SBUSV:   Venture Capital Fund
  MTAF:   Venture Capital Fund
  MTSF:   Venture Capital Fund
  Mobius:   General Partner of MTV, SBUSV, MTAF and MTSF
  SB Tech:   Venture Capital Fund
  SBTAF:   Venture Capital Fund
  SBTEF:   Venture Capital Fund
  SBTV:   General Partner of SB Tech, SBTAF and SBTEF
  GER:   Managing Member of Mobius and SBTV
  BAF:   Managing Member of Mobius and SBTV
  DRG:   Managing Member of Mobius and SBTV

 

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SCHEDULE 13D

CUSIP No. 984215 10 3   Page 18 of 31 Pages
         
 
  JR:   Managing Member of Mobius and SBTV
  GPG:   Managing Member of Mobius
  GRP:   Managing Member of Mobius

(d) & (e)

During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

                 
 
  SB Tech:   Delaware   MTAF:   Delaware
  SBTAF:   Delaware   MTSF:   Delaware
  SBTEF:   Delaware   MTV:   Delaware
  SBTV:   Delaware   SBUSV:   Delaware
          Mobius:   Delaware
         
 
  GER:   United States
  BAF:   United States
  DRG:   United States
  JR:   United States
  GPG   United States
  GRP:   United States
  MAO:   United States

Item 3. Source and Amount of Funds or Other Consideration.

On June 22, 2004, YDI completed a merger with Terabeam Corporation, a Washington corporation (“Terabeam”). The stock-for-stock merger was completed pursuant to an Agreement and Plan of Merger, dated as of April 14, 2004 (the “Merger Agreement”), among YDI, T-Rex Acquisition Corporation, a Washington corporation and wholly owned subsidiary of YDI (“Merger Sub”), and Terabeam, providing for the merger of Merger Sub with and into Terabeam (the “Merger”). Upon completion of the Merger, Terabeam became a wholly owned subsidiary of YDI, and YDI issued an aggregate of approximately 11.32 million shares of YDI Common Stock to the shareholders of Terabeam and assumed Terabeam’s outstanding warrants. Options to purchase outstanding warrants to purchase Terabeam’s stock were not assumed in the Merger. Each outstanding share of Terabeam common stock, no par value per share (the “Terabeam Common Stock”), was exchanged at the effective time of the Merger (the "Effective Time") for 0.22 of a share of YDI Common Stock.

In connection with the Merger:

  (a)   MTV acquired 1,226,544 shares of YDI Common Stock in exchange for 5,575,200 shares of Terabeam Common Stock beneficially owned by it as of the Effective Time;
 
  (b)   MTAF acquired 47,784 shares of YDI Common Stock in exchange for 217,200 shares of Terabeam Common Stock beneficially owned by it as of the Effective Time;

 

Table of Contents

SCHEDULE 13D

CUSIP No. 984215 10 3   Page 19 of 31 Pages

  (c)   MTSF acquired 50,160 shares of YDI Common Stock in exchange for 228,000 shares of Terabeam Common Stock beneficially owned by it as of the Effective Time;
 
  (d)   SBUSV acquired 1,315,512 shares of YDI Common Stock in exchange for 5,979,600 shares of Terabeam Common Stock beneficially owned by it as of the Effective Time;
 
  (e)   SB Tech acquired 2,596,550 shares of YDI Common Stock in exchange for 11,802,500 shares of Terabeam Common Stock beneficially owned by it as of the Effective Time;
 
  (f)   SBTAF acquired 70,114 shares of YDI Common Stock in exchange for 318,700 shares of Terabeam Common Stock beneficially owned by it as of the Effective Time; and
 
  (g)   SBTEF acquired 46,669 shares of YDI Common Stock in exchange for 212,132 shares of Terabeam Common Stock beneficially owned by it as of the Effective Time.

On the effective date of the Merger, there was no market for the Terabeam Common Stock, and the closing price of the YDI Common Stock was $4.25 per share (as reported on the OTC Bulletin Board).

Item 4. Purpose of Transaction.

See Item 3 which is incorporated by reference herein.

Each Reporting Person acquired the YDI Common Stock in the Merger for purposes of investment. Also, as part of the Merger, MTV, MTAF, MTSF, SBUSV, SB Tech, SBTAF, and SBTEF (collectively, the “Mobius Funds”) entered into a lock-up agreement with YDI in the form attached hereto as Exhibit 2 (the “Lock-up Agreement”). The full text of such exhibit is incorporated by reference herein. The Lock-up Agreement provides that the Mobius Funds will not sell or transfer any YDI Common Stock issued to them pursuant to the Merger for a period of at least 180 days after closing of the Merger. The Mobius Funds may sell or transfer up to 50% of the shares issued to them during the period beginning 180 days after closing of the Merger and ending on the date that is 270 days after closing. The Mobius Funds may sell or transfer up to an additional 25% of the shares issued to them during the period beginning 270 days after closing of the Merger and ending on the one-year anniversary of the closing. All restrictions under those agreements on the sale or transfer of YDI Common Stock issued in the Merger expire on the one-year anniversary of the closing of the Merger.

Subject to applicable legal requirements, the Reporting Persons may purchase additional YDI Common Stock from time to time in open market or in private transactions, depending on their evaluation of YDI’s business, prospects and financial condition, the market for the YDI Common Stock, other developments concerning YDI, the reaction of YDI to Reporting Person’s ownership of YDI Common Stock, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their YDI Common Stock at any time.

Other than as described in this Item 4, the Reporting Persons do not have any plan or proposal relating to, or that would result in, any event described in (a)-(j) of this Item 4.

 

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SCHEDULE 13D

CUSIP No. 984215 10 3   Page 20 of 31 Pages

Item 5. Interest in Securities of the Issuer.

                                                 
                            Shares   Shares   Shares
    No. of           Shares   Subject to   Subject to   Subject to
    Shares   % of Shares   Subject to   Shared   Sole   Shared
    Beneficially   Beneficially   Sole Voting   Voting   Dispositive   Dispositive
    Owned
   Owned
   Power
   Power
   Power
   Power
MTV (1)
     1,226,544       4.6 %     0       1,226,544       0       1,226,544  
MTSF (2)
     50,160       0.2 %     0       50,160       0       50,160  
MTAF (3)
     47,784       0.2 %     0       47,784       0       47,784  
SBUSV (4)
     1,315,512       4.9 %     0       1,315,512       0       1,315,512  
Mobius (5)
     2,640,000       9.9 %     0       2,640,000       0       2,640,000  
SB Tech (6)
     2,596,550       9.8 %     0       2,596,550       0       2,596,550  
SBTAF (7)
     70,114       0.3 %     0       70,114       0       70,114  
SBTEF (8)
     46,669       0.2 %     0       46,669       0       46,669  
SBTV (9)
     2,713,333       10.2 %     0       2,713,333       0       2,713,333  
GER (10)
     5,353,333       20.1 %     0       5,353,333       0       5,353,333  
BAF (10)
     5,353,333       20.1 %     0       5,353,333       0       5,353,333  
DRG (10)
     5,353,333       20.1 %     0       5,353,333       0       5,353,333  
JR (10)
     5,353,333       20.1 %     0       5,353,333       0       5,353,333  
GPG (11)
     2,640,000       9.9 %     0       2,640,000       0       2,640,000  
GRP (11)
     2,640,000       9.9 %     0       2,640,000       0       2,640,000  

(1)   Listed shares held of record by MTV. MTV has shared voting and dispositive power with respect to such shares with (i) Mobius, as general partner of MTV, and (ii) GER, BAF, DRG, JR, GPG, and GRP, as managing members of Mobius.
 
(2)   Listed shares held of record by MTSF. MTSF has shared voting and dispositive power with respect to such shares with (i) Mobius, as general partner of MTSF, and (ii) GER, BAF, DRG, JR, GPG, and GRP, as managing members of Mobius.
 
(3)   Listed shares held of record by MTAF. MTAF has shared voting and dispositive power with respect to such shares with (i) Mobius, as general partner of MTAF, and (ii) GER, BAF, DRG, JR, GPG, and GRP, as managing members of Mobius.
 
(4)   Listed shares held of record by SBUSV. SBUSV has shared voting and dispositive power with respect to such shares with (i) Mobius, as general partner of SBUSV, and (ii) GER, BAF, DRG, JR, GPG, and GRP, as managing members of Mobius.
 
(5)   Mobius has shared voting and dispositive power with respect to the listed shares with (i) each of the venture capital funds listed in footnotes (1), (2), (3) and (4) above, as applicable, and (ii) GER, BAF, DRG, JR, GPG, and GRP, as managing members of Mobius.
 
(6)   Listed shares held of record by SB Tech. SB Tech has shared voting and dispositive power with respect to such shares with (i) SBTV, as general partner of SB Tech, and (ii) GER, BAF, DRG, and JR, as managing members of SBTV.
 
(7)   Listed shares held of record by SBTAF. SBTAF has shared voting and dispositive power with respect to such shares with (i) SBTV, as general partner of SBTAF, and (ii) GER, BAF, DRG, and JR, as managing members of SBTV.
 
(8)   Listed shares held of record by SBTEF. SBTEF has shared voting and dispositive power with respect to such shares with (i) SBTV, as general partner of SBTEF, and (ii) GER, BAF, DRG, and JR, as managing members of SBTV.
 
(9)   SBTV has shared voting and dispositive power with respect to the listed shares with (i) each of the venture capital funds listed in footnotes (6), (7), and (8) above, as applicable, and (ii) GER, BAF, DRG, and JR, as managing members of SBTV.
 
(10)   Has shared voting and dispositive power with respect to the listed shares with (i) each of the venture capital funds listed in footnotes (1), (2), (3), (4), (6), (7) and (8) above, as applicable, (ii) Mobius and SBTV, and (iii) the other managing members of Mobius and SBTV.
 
(11)   Has shared voting and dispositive power with respect to the listed shares with (i) each of the venture capital funds listed in footnotes (1), (2), (3), and (4) above, as applicable, (ii) Mobius, and (iii) the other managing members of Mobius.

 

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SCHEDULE 13D

CUSIP No. 984215 10 3   Page 21 of 31 Pages

Other than as described in Item 4 above, none of the Reporting Persons has engaged in any other transactions with respect to the shares covered by this Schedule in the past 60 days.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

GPG and GRP are managing members of Mobius. Mobius is the general partner of MTV, SBUSV, MTAF and MTSF venture capital funds named in response to Item 2 above. GPG and GRP are beneficial owners of YDI Common Stock solely in their capacities as managing members of Mobius. GPG and GRP disclaim beneficial ownership of YDI Common Stock except, or as applicable, to the extent of their pecuniary interests in Mobius, MTV, SBUSV, MTAF and MTSF.

GER, BAF, DRG and JR are managing members of (i) Mobius, the general partner of MTV, SBUSV, MTAF and MTSF venture capital funds named in response to Item 2 above, and (ii) SBTV, the general partner of SB Tech, SBTEF and SBTAF venture capital funds named in response to Item 2 above. GER, BAF, DRG and JR disclaim beneficial ownership of the YDI Common Stock except, or as applicable, to the extent of their pecuniary interests in Mobius, MTV, SBUSV, MTAF, MTSF, SBTV, SB Tech, SBTAF and SBTEF.

Except for the Lock-up Agreement described in Item 4 above, the Merger Agreement described in Item 3 above and the above-mentioned exceptions, each of which is incorporated by reference herein, to the best knowledge of the undersigned, 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 YDI, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7.Material to be filed as Exhibits.

     
EXHIBIT NO.
   DESCRIPTION
Exhibit 1
  Joint Filing Statement
Exhibit 2
  Lock-up Agreement, dated as of June 14, 2004, between YDI and certain of the Reporting Persons

 

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     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: July 2, 2004
SOFTBANK TECHNOLOGY VENTURES V, L.P.
 		  
  By:   SBTV V LLC    
    its general partner   
       
 
     
  By:   /s/ Greg R. Prow    
    Name:   Greg R. Prow    
    Title:   Chief Operating Officer   
 
  SOFTBANK TECHNOLOGY ADVISORS FUND V,
L.P.
 		  
  By:   SBTV V LLC    
    its general partner   
       
 
     
  By:   /s/ Greg R. Prow    
    Name:   Greg R. Prow   
    Title:   Chief Operating Officer   
 
  SOFTBANK TECHNOLOGY ENTREPRENEURS FUND
V, L.P.
 		  
  By:   SBTV V LLC    
    its general partner   
       
 
     
  By:   /s/ Greg R. Prow    
    Name:   Greg R. Prow   
    Title:   Chief Operating Officer   
 
  SBTV V LLC
 		  
  By:   /s/ Greg R. Prow    
    Name:   Greg R. Prow   
    Title:   Chief Operating Officer   
 

Page 22 of 31 Pages

 

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  MOBIUS TECHNOLOGY VENTURES VI, L.P.
 		  
  By:   Mobius VI LLC    
    its general partner   
       
 
     
  By:   /s/ Greg R. Prow    
    Name:   Greg R. Prow   
    Title:   Chief Operating Officer   
 
  MOBIUS TECHNOLOGY VENTURES ADVISORS
FUND VI, L.P.
 		  
  By:   Mobius VI LLC    
    its general partner   
       
 
     
  By:   /s/ Greg R. Prow    
    Name:   Greg R. Prow   
    Title:   Chief Operating Officer   
 
  MOBIUS TECHNOLOGY VENTURES SIDE FUND
VI, L.P.
 		  
  By:   Mobius VI LLC    
    its general partner   
       
 
     
  By:   /s/ Greg R. Prow    
    Name:   Greg R. Prow   
    Title:   Chief Operating Officer   
 
  SOFTBANK U.S. VENTURES VI, L.P.
 		  
  By:   Mobius VI LLC    
    its general partner   
       
 
     
  By:   /s/ Greg R. Prow    
    Name:   Greg R. Prow   
    Title:   Chief Operating Officer   
 
  MOBIUS VI LLC
 		  
  By:   /s/ Greg R. Prow    
    Name:   Greg R. Prow   
    Title:   Chief Operating Officer   
 

Page 23 of 31 Pages

 

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  GARY E. RIESCHEL
 		  
  By:   /s/ Greg R. Prow    
    Name:   Greg R. Prow   
    Title:   Attorney-in-fact / authorized
signatory for SEC Filings* 		  
 
  BRADLEY A. FELD
 		  
  By:   /s/ Greg R. Prow    
    Name:   Greg R. Prow   
    Title:   Attorney-in-fact / authorized
signatory for SEC Filings* 		  
 
  D. REX GOLDING
 		  
  By:   /s/ Greg R. Prow    
    Name:   Greg R. Prow   
    Title:   Attorney-in-fact / authorized
signatory for SEC Filings* 		  
 
  JO ANN HEIDI ROIZEN
 		  
  By:   /s/ Greg R. Prow    
    Name:   Greg R. Prow   
    Title:   Attorney-in-fact / authorized
signatory for SEC Filings* 		  
 
  GREG P. GALANOS
 		  
  By:   /s/ Greg R. Prow    
    Name:   Greg R. Prow   
    Title:   Attorney-in-fact / authorized
signatory for SEC Filings* 		  
 
  GREG R. PROW
 		  
  /s/ Greg R. Prow    
  Greg R. Prow   
     
 

*   Power of attorney granted pursuant to general authorization letters filed with the Commission via certified mail dated March 16, 2001.

Page 24 of 31 Pages