-----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, DgmtlZ6GWEoNYyys6l+GSWFWLhuGj6WWnU8ZB7WVyNYZfMld+fW+XDn86v/v+yh0 2B4tR7Q9EFGRm6+XOdOBow== /in/edgar/work/20000613/0001021890-00-000249/0001021890-00-000249.txt : 20000919 0001021890-00-000249.hdr.sgml : 20000919 ACCESSION NUMBER: 0001021890-00-000249 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000601 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S WIRELESS DATA INC CENTRAL INDEX KEY: 0000895716 STANDARD INDUSTRIAL CLASSIFICATION: [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: 654352 BUSINESS ADDRESS: STREET 1: 805 THIRD AVE. STREET 2: 8TH FLR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127507766 MAIL ADDRESS: STREET 1: 2200 POWELL STREET STREET 2: SUITE 800 CITY: EMERYVILLE STATE: CA ZIP: 94608 8-K 1 0001.txt CURRENT REPORT ON FORM 8-K--JUNE 1, 2000 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 1, 2000 U.S. WIRELESS DATA, INC. ---------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Colorado 0-22848 84-1178691 - --------------------------- --------------- ------------------- State or other jurisdiction (Commission File (IRS Employer of incorporation Number) Identification No.) 805 Third Avenue, 8th Floor New York, NY 10022 -------------------------------------- (Address of principal executive offices) Registrant's Telephone Number, including area code: (212) 750-7766 ------------------------------------------- (Former Address, if changed since last report) - 1 - Item 5: Other Events On June 1, 2000, U.S. Wireless Data, Inc. issued a press release announcing the closing of a private placement. A copy of the press release is attached hereto as Exhibit 99. Item 7: Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits 99. Press Release dated as of June 1, 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: June 13, 2000 U.S. WIRELESS DATA, INC. By: /s/ Dean M. Leavitt ----------------------------------- Dean M. Leavitt Chief Executive Officer - 3 - EX-99 2 0002.txt PRESS RELEASE--JUNE 1, 2000 U.S. WIRELESS DATA, INC. - ------------------------ Delivering The New Standard Wireless Express In Transaction Processing Payment Service --------------------------- U.S. WIRELESS DATA CONCLUDES PRIVATE EQUITY FINANCING TO FUND IMPLEMENTATION OF NEW BUSINESS PLAN New York, NY - June 1, 2000 - U.S. Wireless Data, Inc. (OTCBB: USWDA), whose proprietary technology brings together three rapidly growing industries - transaction processing, wireless data transport and the Internet - to enable wireless transaction processing, announced today that it has closed on the final portion of its previously announced private offering of securities to accredited investors, bringing total gross proceeds to $55.8 million. This is the final closing for securities offered under this private placement, and completes a funding led by ComVest Capital Partners (the investment affiliate of Commonwealth Associates) and a syndicate of investors, including Sandler Capital Management, RS Investment Management, Archery Capital, Shea Ventures, Orbitex Management, and Winfield Capital. A number of officers and directors of the Company also participated in the offering. Commonwealth Associates acted as financial advisor and placement agent in connection with the offering. Hannah Stone, a partner at Sandler Capital, commented on the firm's investment. "We believe that U.S. Wireless Data is well positioned to capitalize on its integral role as the gateway for wireless transaction processing. As demand for wireless data explodes, the Company's technology and management team also have the ability to pursue opportunities in other complementary vertical markets." Dean M. Leavitt, USWD's CEO, stated, "It was gratifying to see the response to our equity offering and the capital market's endorsement of our technology and growth strategy. We have made important strides over the past year, with limited resources, to position the company to capitalize on the emerging demand for wireless transaction processing. We now have the capital and personnel infrastructure to accelerate our strategy to make U.S. Wireless Data the dominant player in this arena." USWD's strategy is to establish the Company's Wireless Express Payment Service ("WEPS") as the global standard for wireless point-of-sale ("POS") transaction processing. WEPS provides for a seamless interface between wireless POS terminals and credit card processors. The speed and mobility offered by WEPS has the potential to open up vast new markets that have historically not accepted card payments, including quick service restaurants, delivery services and the transportation industry, to name a few. Central to the Company's strategy is its position as a neutral enabler of wireless transaction services to the payment processing industry. Specifically, USWD remains neutral with respect to terminal manufacturers, wireless carriers and card processors. WEPS is designed to serve as a gateway joining all parties in a wireless POS transaction by delivering transactions over major wireless carriers to transaction processors that have established WEPS connectivity. In addition, WEPS' Internet-based tools offer on-line, real-time transaction monitoring and reporting, remote diagnostics and automated terminal activation. Note: 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. 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 elisa@lhai.com -----END PRIVACY-ENHANCED MESSAGE-----