-----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, JzOZo+9MtJYXaZYiPGFRhKUDo4DgdbTQK6c8X5UOep3ZE5TiZvaRLRTx3Z16+CB1 q9cmj59zMN9L4STUg58SaA== 0001144204-06-013471.txt : 20060403 0001144204-06-013471.hdr.sgml : 20060403 20060403135541 ACCESSION NUMBER: 0001144204-06-013471 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060331 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20060403 DATE AS OF CHANGE: 20060403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: U S WIRELESS DATA INC CENTRAL INDEX KEY: 0000895716 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 841178691 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22848 FILM NUMBER: 06732576 BUSINESS ADDRESS: STREET 1: 420 LEXINGTON AVENUE, SUITE 2450 CITY: NEW YORK STATE: NY ZIP: 10170 BUSINESS PHONE: 646-452-6128 MAIL ADDRESS: STREET 1: 420 LEXINGTON AVENUE, SUITE 2450 CITY: NEW YORK STATE: NY ZIP: 10170 8-K 1 v039437_8k.htm
UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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):     March 31, 2006

U.S. WIRELESS DATA, INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
(State or Other Jurisdiction of Incorporation)
 
1-22848 
84-1178691
(Commission File Number)
(IRS Employer Identification No.)
 
2121 Avenue of the Stars, Suite 1650, Los Angeles, CA 
90067
(Address of Principal Executive Offices)
(Zip Code)
 
(310) 601-2500
(Registrant’s Telephone Number, Including Area Code)
 
 
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On March 31, 2006, U.S. Wireless Data, Inc., a Delaware corporation (the “Company”), completed the second and final tranche of its previously disclosed private placement offering of units consisting of (i) one share of its common stock, par value $.01 per share (“Common Stock”), and (ii) one warrant (the “Warrant”) to purchase, for a period of two years and at an exercise price of $2.00 per share, one full share of Common Stock (each unit sold at an offering price of $1.00 per unit (the “Units”)) to certain accredited investors pursuant to Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”). Pursuant to the terms of the private placement, the Company sold an additional 2,750,000 Units at a purchase price of $1.00 per Unit for aggregate gross proceeds of $2,750,000. The investors executed subscription agreements and acknowledged, among other things, that the securities to be issued have not been registered under the Securities Act, that the investors understood the economic risk of an investment in the Units, and that the investors had the opportunity to ask questions of and receive answers from the Company’s management concerning any and all matters related to acquisition of the Units. The subscription agreement also provides for “piggyback” registration rights, subject to the ability of an underwriter of an underwritten offering to exclude or cut back such rights, as to registration statements on forms appropriate for such purpose, filed after the closing of the private placement. The Company will use the proceeds from the sale of the Units for working capital and general corporate purposes. In connection with the private placement the Company may pay up to 10% of the aggregate proceeds in fees to brokers involved in the transaction.
 

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein and made a part hereof.

 
 
 

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.
 
     
  U.S. WIRELESS DATA, INC.
 
 		  
 		  
 
Date: March 31, 2006 By:   /s/ Robert Ellin 
 
Robert Ellin 
  Chief Executive Officer
 
 
 
 
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