-----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, M9NTib8pKoTUW2W8tua9rfvwdbwnUUQjE252HCXzTXQeM4siKfDrRa4GcpWJQ7Zg QWGcvKbhOT5CvKy1xEZBqA== 0001021890-00-000097.txt : 20000327 0001021890-00-000097.hdr.sgml : 20000327 ACCESSION NUMBER: 0001021890-00-000097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000317 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000324 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S WIRELESS DATA INC CENTRAL INDEX KEY: 0000895716 STANDARD INDUSTRIAL CLASSIFICATION: CALCULATING & ACCOUNTING MACHINES (NO ELECTRONIC COMPUTERS) [3578] IRS NUMBER: 841178691 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22848 FILM NUMBER: 578044 BUSINESS ADDRESS: STREET 1: 805 THIRD AVE. STREET 2: 8TH FLR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-750-7766 MAIL ADDRESS: STREET 1: 2200 POWELL STREET STREET 2: SUITE 800 CITY: EMERYVILLE STATE: CA ZIP: 94608 8-K 1 CURRENT REPORT ON FORM 8-K--MARCH 17, 2000 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 17, 2000 U.S. Wireless Data, Inc. ---------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Colorado 0-22848 84-1178691 ---------------- ----------- ------------------ (State or other (Commission (IRS Employer jurisdiction File Number) Identification No.) of incorporation) 805 Third Avenue, 8th Floor New York, NY 10022 -------------------------------------- (Address of principal executive offices) Registrant's Telephone Number, including area code (212) 750-7766 2200 Powell Street, Suite 800 Emeryville, CA 94608 -------------------------------------------- (Former Address, if changed since last report) Item 5: Other Events On March 20, 2000, U.S. Wireless Data, Inc. issued a press release announcing a closing of a private placement. A copy of the press release is attached hereto as Exhibit 99. In a separate matter, in March 2000, the Company's principal executive offices moved from California to New York. Item 7: Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99. Press Release dated as of March 20, 2000. 2 SIGNATURES 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. Dated: March 24, 2000 U.S. WIRELESS DATA, INC. By: /s/ Dean M. Leavitt -------------------------------- Dean M. Leavitt Chief Executive Officer 4 EX-99 2 PRESS RELEASE DATED AS OF MARCH 20, 2000. U.S. WIRELESS DATA, INC. ANNOUNCES $37.8 EQUITY FINANCING New York, NY - March 20, 2000 - U.S. Wireless Data, Inc. (OTC Bulletin Board: USWDA) announced today that it has received $37.8 million of gross proceeds from a previously reported private offering of its securities to accredited investors. The financing involved the issuance of shares of Series C Convertible Preferred Stock which are convertible into common stock at a conversion price of $1.50 per share, and warrants to purchase a number of shares of common stock equal to 25% of the number of shares into which the Series C Convertible Preferred Stock is convertible at $1.50 per share. Investors in the private offering have agreed to a one-year lock-up subject to an extension for an additional six months under certain circumstances. Dean M. Leavitt, the Company's CEO, stated, "This financing alleviates the severe capital constraints under which the Company has been operating and enables us to aggressively roll-out our wireless point-of-sale solutions." The securities referred to above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. U.S. Wireless Data, Inc. has developed and is marketing its proprietary technology that brings together three large, rapidly growing industries - transaction processing, wireless data transport and the Internet - to enable wireless payment processing. The Company's Wireless Express Payment Service ("WEPS") provides a gateway between all of the parties within a wireless point-of-sale ("POS") transaction. This enables businesses that require mobility (i.e., not tethered to a telephone line) and/or faster transaction speed to accept wireless point-of-sale payments. Examples include transportation services, delivery services, and fast food restaurants, among others. By providing a seamless interface between a merchant's POS terminals, wireless carriers and card processors, credit, debit and other card transactions can be processed almost as fast as cash, without the cost and inconvenience of being tethered to a telephone line. In addition, WEPS' Internet-based tools offer on-line, real-time transaction monitoring, remote diagnostics and automated terminal activation. Forward-Looking Statements: Except for historical information contained herein, this news release contains forward-looking statements that involve risk and uncertainties. While the management of the Company believes that current expectations reflect reasonable assumptions, actual results could vary materially depending on risks and uncertainties including, but not limited to: success of the Company's new business plan; market acceptance of the Company's products; the Company's requirement for additional capital; , the failure to execute definitive agreement with potential strategic alliance partners; technological change; system capacity constraints or system failures; the ability of the Company to develop new distribution channels; or competition. The Company assumes no obligation to update this information. The reports filed by the Company pursuant to United States securities laws contain a detailed discussion of these factors and certain other risks to which the Company is subject. Management of the Company advises the reader to review these reports (which are available from the United States Securities and Exchange Commission's EDGAR database at http://www.sec.gov and at various other reference facilities in the United States). Company Contact: Investor Relations Contact: Dean M. Leavitt Lippert/Heilshorn & Associates, Inc. Chairman and CEO John Nesbett/William Walkowiak, CFA (212) 750-7766 (212) 838-3777 www.uswirelessdata.com -----END PRIVACY-ENHANCED MESSAGE-----