SCHEDULE 14A INFORMATION
(Rule 14-A-101)
Information Required in Proxy Statement Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant under 14a-12
SPEEDCOM WIRELESS CORPORATION
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] $125 per Exchange Act Rules o-11(c)(1), 14a-6(i)(2) or item 22(a)(2) of
Schedule 14A.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
SPEEDCOM WIRELESS CORPORATION
_______________
NOTICE AND PROXY STATEMENT
_______________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD _____________, 2001 AT _____________ E.S.T.
To the Stockholders of SPEEDCOM Wireless Corporation:
Notice is hereby given that a special meeting of the stockholders of
SPEEDCOM Wireless Corporation will be held on __________________, 2001, at
_______________ local time at _________________________________. The meeting is
called for the following purposes:
1. To approve SPEEDCOM's issuance of common stock upon the conversion of
Series B convertible preferred stock and the exercise of related
warrants sold to selected institutional and accredited investors in a
private offering; and
2. To approve an increase in the number of authorized shares of our
common stock from 30 million to 60 million shares, in order, among
other things, to provide sufficient authorized shares to cover the
conversion of the Series B convertible preferred stock and the
exercise of the related warrants.
After careful consideration, SPEEDCOM's board of directors has unanimously
approved the proposals and recommends that you vote FOR each proposal.
Only stockholders of record of SPEEDCOM Wireless Corporation at the close
of business on October 18, 2001 are entitled to receive notice of and to vote at
the special meeting, or any postponement or adjournment.
All stockholders are cordially invited to attend the meeting. IF YOU ARE
NOT ABLE TO ATTEND THE MEETING, PLEASE MARK, DATE, SIGN AND RETURN THE ENCLOSED
PROXY CARD IN THE REPLY ENVELOPE PROVIDED. Should you receive more than one
proxy because your shares are registered in different names and addresses, each
proxy should be returned to ensure that all your shares will be voted. You may
revoke a proxy at any time if it has not yet been exercised by delivering a
later dated proxy or a written revocation to the Corporate Secretary of
SPEEDCOM. If you attend the special meeting and vote by ballot, your proxy vote
will be revoked automatically and only your vote at the special meeting will be
counted. The prompt return of your proxy card will assist us in preparing for
the special meeting.
By Order of the Board of Directors
Sara Byrne
Secretary
Dated: ________________, 2001
Preliminary Copy
SPEEDCOM WIRELESS CORPORATION
7020 Professional Parkway East
Sarasota, Florida 34240
_______________________________
PROXY STATEMENT
_______________________________
This proxy statement is furnished to you in connection with the
special meeting of stockholders to be held on ___________, 2001 at
______________________, including any adjournment of the special meeting. The
special meeting is being held for the purposes set forth in the accompanying
notice of special meeting of stockholders. This proxy statement and the notice
of special meeting are being provided to stockholders on or about
_______________, 2001.
SOLICITATION OF PROXIES
SPEEDCOM's board of directors is soliciting proxies. The cost of
distributing this proxy statement and special meeting notice will be borne by
SPEEDCOM. Brokerage houses and nominees will be requested to supply lists of or
forward the proxy material to the beneficial owners. SPEEDCOM, upon request,
will reimburse brokerage houses and nominees for their reasonable expenses in
forwarding proxy materials to the beneficial owners. Proxies will be voted as
indicated and if no designation is made will be voted "FOR" each proposal.
VOTING SECURITIES
On October 18, 2001, SPEEDCOM had outstanding and entitled to vote
10,122,113 shares of common stock. Each share of common stock is entitled to
one vote. The common stock is the only class of outstanding stock entitled to
vote.
Michael W. McKinney, our Chairman and Chief Executive Officer, and
Barbara L. McKinney, who directly or as custodians for their children
beneficially own approximately 55.2% of our outstanding common stock, have
agreed to vote their shares in favor of both proposals, thereby assuring
adoption of the proposals by stockholders. The affirmative vote of more than 50%
of the
shares voting is required to approve proposal 1, and the affirmative vote of
more than 50% of our shares outstanding is required to approve proposal 2.
PROPOSAL 1: ISSUANCE OF COMMON STOCK IN CONNECTION
WITH SERIES B PREFERRED STOCK AND WARRANTS
We are requesting the holders of a majority of SPEEDCOM's outstanding
common stock voting at the special meeting to approve the issuance of 16,258,929
shares of common stock issuable upon the conversion of Series B convertible
preferred stock and the exercise of related Series A and Series B warrants, in
order to comply with the listing requirements of the Nasdaq SmallCap Market.
Nasdaq requires stockholder approval of the issuance of the common stock
issuable upon conversion of the Series B preferred stock and exercise of the
warrants which exceeds 20% of our common shares outstanding.
Background
We issued the Series B preferred stock and warrants in order to (1)
reduce our debt service by eliminating over $3.4 million in outstanding debt
accruing interest at a blended rate of 10% per annum, and (2) raise cash for
working capital. We issued 1,209,959 Series B preferred shares, together with
967,967 Series A warrants and 1,438,641 Series B warrants, for new cash
investments of $2.7 million. The remainder of the Series B preferred shares and
warrants were issued in exchange for (1) existing debt, (2) Series A preferred
shares and (3) Series A and B warrants issued in June 2001.
Summary of the Issuance of the Series B Preferred Stock and Warrants
On August 23, 2001, we issued the following securities in a private
placement:
. 3,835,554 shares of Series B convertible preferred stock,
. Series A warrants for the purchase of 3,068,448 shares of common
stock, and
. Series B warrants for the purchase of up to 4,560,481 shares of common
stock.
The aggregate purchase price of $8.6 million was paid $2,722,400 in
cash, which is being used for general working capital, and the balance was paid
by the retirement of:
2
. 955,146 shares of Series A convertible preferred stock issued in June
2001,
. 916,361 Series A warrants for the purchase of common stock issued in
June 2001,
. 955,146 Series B warrants for the purchase of common stock issued in
June 2001,
. subordinated promissory notes in the aggregate principal amount of
$2,000,000 issued in April 2001,
. promissory notes in the aggregate principal amount of $950,000 issued
in June 2001,
. other promissory notes in the aggregate principal amount of $512,800
issued during 2000, and
. approximately $89,000 of accrued interest at a blended rate of 10.0%.
As part of the selling compensation paid to the firm of H.C.
Wainwright & Co., Inc., which organized the private offering, we issued to the
firm and officers of the firm a total of 350,000 shares of our common stock.
As part of the transaction, all of our 955,146 Series A preferred
shares outstanding were exchanged for 955,146 Series B preferred shares, which
are convertible into twice as many shares of common stock as the Series A
preferred shares. We exchanged the Series A preferred stock in this transaction
because, at the time the Series A preferred stock was issued, we agreed that for
two years after such issuance the holders of the Series A preferred stock would
have the right to exchange their shares if we issued equity securities on terms
more favorable than the terms governing the Series A preferred stock. The
effect of the exchange is to double the number of shares of common stock
issuable upon conversion of the previously outstanding preferred stock.
Reason for Obtaining Stockholder Approval
The transaction with investors was approved by our board of directors
on August 20, 2001. Stockholder approval of the issuance of common stock upon
conversion of the Series B preferred stock and exercise of the related warrants
is required in order to comply with the listing requirements of the Nasdaq
SmallCap Stock Market where our shares are listed. Specifically, Nasdaq Rule
4350(i)(1)(D) requires us to obtain stockholder approval in order to issue
shares of common stock in excess of 20% of the number of shares of
3
common stock outstanding before the transaction, at a price less than the market
value of the common stock at the time of issuance. The common stock issuable
upon conversion of the Series B preferred stock and exercise of the warrants
will exceed 20% of our common shares outstanding. If stockholders do not approve
this issuance, the number of shares of common stock issuable upon conversion of
the Series B preferred stock and exercise of the warrants will be limited to the
20% threshold.
Based on 10,122,113 shares of common stock outstanding on October 31,
2001 and assuming (1) conversion of the Series B preferred stock into the
maximum possible number of shares of common stock into which it could be
converted and (2) full exercise of all related warrants for the maximum possible
number of shares that could be issued on such exercise, the investors would hold
approximately 16,258,929 shares, or 61.6% of SPEEDCOM's outstanding common
stock. Based on 10,122,113 shares of common stock outstanding on October 31,
2001 and assuming (1) conversion of the Series B preferred stock for the
smallest possible number of shares issuable upon conversion and (2) the exercise
of Series A warrants only, the investors would hold 10,739,556 shares, or 51.5%
of SPEEDCOM's outstanding common stock. Accordingly, under either alternative,
conversion and exercise would result in a change of control of SPEEDCOM, since
Michael and Barbara McKinney will no longer be our majority shareholders.
Giving effect to the issuance of (1) a total of 4,455,519 shares
reserved for issuance upon the exercise of other warrants and (2) a total of
5,200,000 shares reserved for issuance upon the exercise of options held by
officers, directors and employees, the investors would hold approximately 45.1%
of our outstanding common stock after conversion or exercise of the Series B
preferred stock and warrants for the maximum number of shares, or 35.2% after
conversion or exercise for the minimum number of shares.
In any event, the conversion or exercise of the Series B preferred
stock and warrants would dilute the interests of existing stockholders.
Interests of Certain Persons in Transaction
Investors in the Series B convertible preferred stock include our
director and former president, Bruce L. Sanguinetti, who exchanged:
. 111,667 shares of Series A preferred stock for 222,778 shares of
Series B preferred stock,
. 83,751 Series A warrants issued June 2001 for 178,223 Series A
warrants issued August 2001, and
4
. 111,667 Series B warrants issued June 2001 for 264,884 Series B
warrants issued August 2001.
Mr. Sanguinetti participated in this transaction on the same terms as our other
investors. In connection with a restructuring of our management team to reduce
costs and improve profitability, Mr. Sanguinetti agreed to step down as our
president in September 2001.
Terms of the Series B Preferred Stock
The Series B preferred stock may be converted, at the election of the
holder, at any time. Each share of Series B preferred stock:
. is convertible into 2 shares of our common stock, subject to anti-
dilution provisions;
. has a liquidation preference of $2.25; and
. will accrue dividends, beginning August 23, 2003, to be paid upon
conversion at the rate of 14% of the liquidation preference.
However, if SPEEDCOM has not signed a definitive agreement for a bona
fide change in control transaction before December 28, 2001, which is publicly
announced before February 23, 2002 and which closes before March 31, 2002, the
conversion price will be adjusted so that each share of Series B preferred stock
will be convertible into 2.25 shares of SPEEDCOM common stock. The liquidation
preference will increase to $3.38 ($4.50 if paid in stock) if a change of
control agreement is not announced by February 23, 2002 and closed by April 23,
2002. The liquidation preference will increase to $3.04 ($3.83 if paid in
stock) if a change of control agreement is announced by February 23, 2002 and
closed by April 23, 2002.
In addition, the terms of the Series B preferred stock provide for
mandatory conversion, automatically, without any action on the part of the
holder, if:
. at least 12 months after the date of issuance of the Series B
preferred stock, the closing bid price of the common stock exceeds
$2.25 for a period of twenty consecutive trading days, and
. the underlying common stock is registered under the Securities Act of
1933.
Until August 23, 2002, holders of Series B preferred stock are
entitled to rights of first refusal if we effect any future private financings.
Until August 23,
5
2003, holders of Series B preferred stock are entitled to exchange their Series
B preferred stock for securities issued in a new financing if we effect any
private equity or equity-linked financings on terms more favorable to investors
than the Series B preferred stock.
The Series B preferred stock is not entitled to voting rights except
for class voting on matters affecting the Series B preferred stock, including
the issuance of any stock ranking senior to or on a parity with the Series B
preferred stock, for which approval of the holders of three-quarters of the
outstanding shares of Series B preferred stock is required.
Terms of the Series A Warrants
The Series A warrants, which expire August 23, 2006, have an exercise
price of $2.50 per share and may be exercised, in whole or in part, at any time
during their term. Beginning one year after issuance of the Series B preferred
stock, we may redeem the Series A warrants for $0.10 per share if our common
stock closes at $5.00 or more for 15 consecutive trading days at any time,
provided that the underlying shares are registered under the Securities Act of
1933.
Terms of the Series B Warrants
The Series B warrants may be exercised, in whole or in part, at an
exercise price of $0.01 per share, only as follows:
. if SPEEDCOM, as reported in its audited financial statements included
in our Form 10-KSB for fiscal year 2001, fails to achieve EBITDA of at
least $00.00 during the fourth quarter of fiscal year 2001, then all
of the Series B warrants will become immediately exercisable as to the
full number of shares of common stock represented by the warrants;
. if SPEEDCOM has an EBITDA gain of up to $100,000 during the fourth
quarter of fiscal year 2001, then the Series B warrants will become
immediately exercisable as follows: number of shares of common stock
not previously issuable upon exercise of the Series B warrants
multiplied by {1-(the EBITDA gain divided by $100,000)}; and
. if SPEEDCOM fails to achieve a minimum of $4,500,000 in revenue (as
defined by generally accepted accounting principles ("GAAP")) for the
fourth quarter of fiscal year 2001, then the Series B warrants will
become immediately exercisable as to all shares of common stock not
previously issuable upon exercise.
6
For this purpose, "EBITDA" means operating profit (as defined by GAAP
and reported on SPEEDCOM's statement of income) plus depreciation and
amortization as reported by SPEEDCOM on its statement of cash flows.
The Series B warrants will expire on the earlier of April 15, 2002 and
the date that results in the holder receiving at least $1.52 per share in cash
or $1.91 per share in shares of registered common stock of the surviving company
in exchange for their Series B preferred stock.
Recommendation of Our Board
Our board of directors recommends that stockholders vote in favor of
proposal 1 to authorize the issuance of shares of common stock upon conversion
of the Series B convertible preferred stock and exercise of Series A and B
warrants in excess of 20% of the number of shares of common stock outstanding
immediately before the issuance of the preferred stock and warrants. Proxies
solicited by the board of directors will be so voted unless stockholders specify
otherwise.
The affirmative vote of more than 50% of the shares of common stock
voting on proposal 1 is required for approval of the proposal. Abstentions and
broker non-votes will not affect the outcome of the vote on this proposal.
PROPOSAL 2: INCREASE IN AUTHORIZED COMMON STOCK
We are requesting the holders of a majority of SPEEDCOM's outstanding
common stock to approve amending our Certificate of Incorporation to increase
the number of authorized shares of common stock from 30 million to 60 million
shares, in order, among other things, to provide sufficient authorized shares to
cover the conversion of the Series B preferred stock and the exercise of the
related warrants. As of October 31, 2001, we had outstanding 10,122,113 shares
of common stock and, in addition, had reserved for issuance an additional
27,237,781 shares upon the conversion of Series B convertible preferred stock,
the exercise of warrants (including the warrants issued in the private placement
described above), and the exercise of outstanding options under our incentive
plan for officers, directors and key employees. Our shares reserved for these
issuances exceed our authorized, unissued shares by 7,359,894 shares. We agreed
in the stock purchase agreement for the private placement described above to
take steps to amend our charter to increase the number of authorized shares of
common stock to provide 150% coverage for the conversion of the Series B
preferred stock and the exercise of the Series A and B warrants.
7
If proposal 2 is approved, based on our shares outstanding at October
31, 2001, we will have 10,122,113 shares outstanding, 27,237,781 shares reserved
for issuance pursuant to the Series B preferred stock, the warrants, and
employee stock options, and 22,640,106 shares which are authorized but
unreserved.
Our board of directors believes that it is in SPEEDCOM's best interest
to have sufficient authorized but unissued common stock to enable us to respond
quickly to opportunities to raise capital in public or private offerings and
issue shares in business combinations as well as to comply with the provisions
of the stock purchase agreement.
The additional authorized shares may be used for any proper corporate
purpose approved by our board of directors, subject only to such stockholder
approval requirements as may be imposed by the Nasdaq SmallCap Stock Market.
The availability of additional authorized shares will enable the board of
directors to act with flexibility and dispatch when favorable opportunities
arise to enhance SPEEDCOM's capital structure. Additional shares may be issued
in connection with public or private offerings for cash, acquisitions of other
businesses, employee benefit plans and stock dividends as well as the conversion
or exercise of the Series B preferred stock and related warrants described in
proposal 1.
While not intended as an anti-takeover provision, the issuance of the
additional shares could be used as an anti-takeover measure. For example, the
additional shares could:
. enable our directors and officers to increase their beneficial
ownership of our stock in response to a takeover attempt by another
person and/or
. dilute the beneficial ownership of the person making the takeover
attempt by issuing shares to another person who might assist the board
of directors in opposing the takeover if the board of directors
determines that the takeover is not in the best interests of SPEEDCOM
and its shareholders.
We have no present plans, agreements, commitments, undertakings or
proposals for the issuance and sale of additional authorized shares of common
stock except with respect to the shares reserved for future issuance as
described above. Stockholders do not have preemptive rights to purchase any
additional shares issued except for the right of first refusal of the investors
described above. See "Issuance of Common Stock in connection with Series B
Preferred Stock and Warrants - Terms of the Series B Preferred Stock."
8
The issuance of additional shares of common stock could dilute the
interests of existing stockholders.
Our board of directors recommends that stockholders vote in favor of
proposal 2 to increase the number of authorized shares of our common stock to 60
million. Proxies solicited by the board of directors will be so voted unless
stockholders specify otherwise.
The affirmative vote of holders of more than 50% of our outstanding
common stock is required for approval of proposal 2. Abstentions and broker
non-votes will have the same effect as a "no" vote.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table shows certain information relating to the beneficial
ownership as of October 1, 2001 of (i) each person known to us to be the
beneficial owner of more than 5% of our voting stock, (ii) each director, (iii)
each executive officer, and (iv) all directors and executive officers as a
group.
9
Amount and Nature of Shares Beneficially Owned/(1)/
Percent of
----------
Number of Shares Percent of Class
---------------- ---------- -----
Name of Beneficial Owner/(1)/ Owned/(2)/ Class Right to Acquire/(3)/ (Diluted)/(4)/
------------------------------ ---------- ----- --------------------- --------------
S.A.C. Capital Associates, LLC/ (5)/ 5,051,459 22.1%
c/o S.A.C. Capital Advisors, LLC
777 Long Ridge Road
Stamford, CT 06902
Michael W. McKinney 2,795,055/(6)/ 27.6% 248,542/(7)/ 16.9%
Barbara L. McKinney 2,791,555/(8)/ 27.6% 13,752/(9)/ 15.8%
4382 Long Champ Drive
Sarasota, FL 34235
SDS Merchant Fund, L.P. /(10)/ 2,498,393 12.3%
One Sound Shore Drive
Greenwich, CT 06830
Oscar Private Equity Investments, 1,788,779/(11)/ 9.1%
L.P.
11611 San Vicente Blvd., Suite
810
Los Angeles, CA 90049
Irvin Kessler 995,558/(12)/ 5.3%
130 Sheshire Lane, Suite 102
Minnetonka, MN 55305
Bruce Sanguinetti/(13)/ 9,162 0.1% 1,261,562 6.7%
Mark Boyce/(14)/ 50,424 0.5% 71,256 0.7%
R. Craig Roos/(15)/ 24,151 0.2% 69,278 0.4%
John T. von Harz/(16)/ 30,000 0.2%
All executive officers and
directors as a group (5 persons) 2,878,792 28.4% 1,680,638 20.4%
________________________
* Less than 0.1%.
/(1)/ Unless otherwise indicted, the address of each other person shown is
c/o Speedcom Wireless Corporation, 7020 Professional Parkway East,
Sarasota, FL 34240.
/(2)/ Excludes shares which may be acquired upon:
. stock option exercises,
. conversion of Series B convertible preferred stock, or
. warrant exercises
/(3)/ Amounts shown are as of October 1, 2001 and include options or
warrants exercisable on that date or within 60 days thereafter
(referred to as "presently exercisable") and shares issuable upon
conversion of outstanding Series B convertible preferred stock.
Beneficial ownership has been computed in accordance with SEC Rule
13d-3.
10
/(4)/ Assumes conversion of each outstanding share of Series B
convertible preferred stock into two shares of common stock and
exercise of presently exercisable options and warrants held by the
named securityholder. No Series B warrants are shown in the table
as they are not presently exercisable.
/(5)/ Represents 3,217,708 shares issuable to S.A.C. Capital Associates,
LLC upon conversion of presently outstanding Series B convertible
preferred stock, 1,287,084 shares issuable upon exercise of Series
A warrants issued August 23, 2001 and 546,667 shares issuable upon
exercise of warrants issued in June 2001. Voting and investment
control of these securities is held by its investment manager,
S.A.C. Capital Advisors, LLC. Mr. Steven A. Cohen is the managing
member and controls S.A.C. Capital Advisors, LLC.
/(6)/ Represents 2,795,055 shares presently outstanding, including
568,560 shares Mr. McKinney holds as custodian for his children.
/(7)/ Shares Mr. McKinney has a right to acquire consist of presently
exercisable options for 248,542 shares.
/(8)/ Represents 2,791,555 shares presently outstanding, including
568,560 shares Mrs. McKinney holds as custodian for her children
/(9)/ Shares Mrs. McKinney has a right to acquire consist of presently
exercisable options for 13,752 shares.
/(10)/ Represents 1,589,328 shares issuable to SDS Merchant Fund, L.P.
upon conversion of presently outstanding Series B convertible
preferred stock, 635,732 shares issuable upon exercise of Series A
warrants issued August 23, 2001 and 273,333 shares issuable upon
exercise of warrants issued in June 2001. Voting and investment
control of these securities is held by Mr. Steve Derby.
/(11)/ Represents 1,120,556 shares issuable to Oscar Private Equity
Investments, L.P. upon conversion of presently outstanding Series B
convertible preferred stock and 448,223 shares issuable upon
exercise of Series A warrants issued August 23, 2001 and 220,000
shares issuable upon exercise of warrants issued in June 2001.
Oscar Private Equity, LLC is the general partner of Oscar Private
Equity Investments, L.P. Voting and investment control of these
securities is held by Messrs. Brett Messing and Tim Sylvester,
managing members of Oscar Private Equity, LLC.
/(12)/ Represents 533,334 shares issuable to Mr. Kessler upon conversion
of presently outstanding Series B convertible preferred stock and
213,334 shares issuable upon exercise of Series A warrants issued
to Mr. Kessler on August 23, 2001. Also includes 177,778 shares
issuable to the Kessler Family Limited Partnership and 71,112
shares issuable upon exercise of Series A warrants issued to the
Kessler Family Limited Partnership on August 23, 2001. Mr. Kessler
is the general partner of Kessler Family Limited Partnership and,
as such, holds voting and investment power for securities owned by
the partnership.
/(13)/ Represents 445,556 shares issuable to Mr. Sanguinetti upon
conversion of presently outstanding Series B convertible preferred
stock, 178,223 shares issuable upon exercise of Series A warrants
issued August 23, 2001, 25,000 shares issuable upon exercise of
warrants issued December 6, 2000, 11,500 shares issuable upon
exercise of warrants issued January 22, 2001, 73,333 shares
issuable upon exercise of warrants issued in June 2001 and options
to acquire 168,080 shares issuable upon exercise of presently
exercisable options.
/(14)/ The amount shown for Mr. Boyce includes options to acquire 71,256
shares.
/(15)/ The amount shown for Mr. Roos includes warrants to acquire 28,650
shares and options to acquire 40,628 shares.
11
/(16)/ The amount shown for Mr. von Harz includes options to acquire
30,000 shares.
12
2002 ANNUAL MEETING STOCKHOLDER PROPOSALS
Proposals intended to be presented at SPEEDCOM's next annual meeting of
stockholders must be received at SPEEDCOM's executive offices no later than
December 13, 2001 for inclusion in SPEEDCOM's proxy material related to that
meeting. Notice to SPEEDCOM of a stockholder proposal submitted otherwise than
for inclusion in SPEEDCOM's proxy materials pursuant to Rule 14a-8 will be
considered untimely if submitted to SPEEDCOM after that date, and the persons
named in proxies solicited by SPEEDCOM's board of directors for the 2002 annual
meeting of stockholders may exercise discretionary voting power with respect to
any proposal not submitted by that deadline.
November ____, 2001
13
SPEEDCOM WIRELESS CORPORATION
Special Meeting of Stockholders
To Be Held ____________, 2001
Proxy Solicited On Behalf Of The Board Of Directors
The undersigned shareholder of SPEEDCOM Wireless Corporation (the
"Company"), have received the notice of special meeting and the proxy statement,
hereby appoints ______________ and ___________, or either of them with full
power of substitution, attorneys and proxies of the undersigned to vote at the
special meeting of stockholders of the Company to be held on ___________,
____________, 2001 at _________ __.m., local time, and at any adjournment or
postponement thereof, hereby revoking any proxies heretofore given, to vote all
shares of common stock of the Company which the undersigned is entitled to vote,
in accordance with the following instructions. In their discretion, the proxies
are authorized to vote upon such other matters as may properly come before the
special meeting.
This proxy, when properly executed, will be voted in the manner directed
herein. If no direction is made, the proxy will be voted "FOR" each of the
proposals and will be voted in the discretion of the proxies upon such other
matters as may properly come before the special meeting.
(Continued And To Be Signed On The Reverse Side)
Please date, sign and mail your
proxy card back as soon as possible!
Special Meeting of Stockholders
SPEEDCOM WIRELESS CORPORATION
_________, 2001
Please Detach and Mail in the Envelope Provided
--------------------------------------------------------------------------------
------------------
[X] Please mark your
votes as in this
example.
FOR AGAINST ABSTAIN
1. To approve SPEEDCOM's issuance [_] [_] [_]
of common stock upon the conversion
of Series B convertible preferred stock
and the exercise of related warrants
sold in a private offering.
2. To approve an increase in the [_] [_] [_]
number of authorized shares of our
common stock from 30 million to
60 million shares.
OTHER MATTERS: Granting the proxies discretionary authority to vote upon any
other unforeseen matters which are properly brought before the meeting as
management may recommend.
The undersigned hereby revokes any and all other proxies heretofore given
by the undersigned and hereby ratifies all that the above-named proxies may do
at such meeting, or at any adjournments thereof, by virtue hereof.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY USING THE ENCLOSED ENVELOPE.
____________________________ Dated: _____________, 2001
SIGNATURE
____________________________ Dated: _____________, 2001
SIGNATURE, IF HELD JOINTLY
NOTE: When shares are held by joint tenants, both should sign. When signing as
attorney, as executor, administrator, trustee or guardian, please give full
title as such and also state the name of the shareholder of record for whom you
act. If a corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized person.