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 Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Under Rule 14a-12
SPEEDCOM WIRELESS CORPORATION
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(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)(ii), 14(a)-6(i)(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 by written 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 of 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
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NOTICE AND PROXY STATEMENT
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MONDAY, MAY 6, 2002 AT 10:00 A.M. E.D.T.
To the shareholders of SPEEDCOM Wireless Corporation:
Notice is hereby given that the annual meeting of the shareholders of
SPEEDCOM Wireless Corporation will be held at our corporate headquarters, 7020
Professional Parkway East, Sarasota, FL 34240 (telephone number 941-907-2300),
on May 6, 2002, at 10:00 A.M. local time. The meeting is called for the
following purpose:
1. To elect one Director to the Board,
2. To approve the appointment of Ernst & Young LLP as SPEEDCOM's
independent certified public accountants,
3. To consider and take action upon such other matters as may properly come
before the meeting or any adjournment.
After careful consideration, SPEEDCOM's Board of Directors has unanimously
approved the proposals and recommends that you vote "FOR" each proposal.
Only shareholders of record of SPEEDCOM Wireless Corporation at the close of
business on March 7, 2002 are entitled to receive notice of and to vote at the
annual meeting, or any postponement or adjournment.
All shareholders 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 are 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 annual meeting and vote by ballot, your proxy vote
will be revoked automatically and only your vote at the annual meeting will be
counted. The prompt return of your proxy card will assist us in preparing for
the annual meeting.
By Order of the Board of Directors
/s/ Sara Byrne
Sara Byrne
Secretary
Dated: April 19, 2002
1
SPEEDCOM WIRELESS CORPORATION
PROXY STATEMENT
This proxy statement is furnished to the shareholders of SPEEDCOM Wireless
Corporation in connection with the annual meeting of shareholders and any
adjournment. The annual meeting will be held at 7020 Professional Parkway
East, Sarasota, FL 34240 on May 6, 2002 at 10:00 A.M. local time.
The annual meeting is being held for the purposes set forth in the
accompanying notice of annual meeting of shareholders. This proxy statement
and the notice of annual meeting are being provided to shareholders on or
about April 19, 2002. SPEEDCOM, a Delaware corporation, has its principal
executive offices at 7020 Professional Parkway East, Sarasota, FL 34240.
Solicitation of Proxies
SPEEDCOM is soliciting proxies. The cost of distributing the proxy
statement and annual 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 such
brokerage houses and nominees for their reasonable expenses in forwarding
proxy material to their beneficial owners. Proxies will be voted as indicated
and if no designation is made will be voted "FOR" each proposal.
Voting Securities
SPEEDCOM presently has one class of voting stock outstanding: common stock,
par value $.001 per share. Each share is entitled to one vote.
As of March 7, 2002, the record date for the meeting, there were issued and
outstanding 10,601,332 shares of common stock.
Directors will be elected by the affirmative vote of a plurality of the
shares present in person or represented by proxy at the meeting. The
affirmative vote of a majority of the shares present in person or represented
by proxy at the meeting is required for adoption of each other proposal.
Accordingly, 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 sets forth information regarding beneficial ownership
of SPEEDCOM Wireless Corporation's common stock as of March 1, 2002, (i) by
each person or entity known by SPEEDCOM to own beneficially more than five
percent of SPEEDCOM's common stock, (ii) by each of SPEEDCOM's Directors and
nominees, (iii) by each Executive Officer of SPEEDCOM and (iv) by all
Executive Officers and Directors of SPEEDCOM as a group.
Number of
Shares Percent
Beneficially of
Name of Beneficial Owner(1) Owned(2) Class
--------------------------- ------------ -------
Michael W. McKinney(3)................................... 2,855,607 28.2
Barbara L. McKinney(4)................................... 2,805,307 27.7
R. Craig Roos(5)......................................... 93,429 0.9
Michael Sternberg........................................ -- --
Ben Haidri............................................... -- --
All Executive Officers and Directors as a group (4
persons)................................................ 2,949,036 29.1
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1. The address of Ms. McKinney is 4382 Long Champ Drive, Sarasota, Florida
34235. The address of each other person shown is c/o SPEEDCOM Wireless
Corporation, 7020 Professional Parkway East, Sarasota, FL 34240.
1
2. Amounts shown are as of March 1, 2002 and include options exercisable on
that date or within 60 days thereafter. Beneficial ownership has been
computed in accordance with SEC Rule 13d-3.
3. The amount shown for Mr. McKinney includes options to acquire 357,552
shares.
4. The amount shown for Ms. McKinney includes options to acquire 13,752
shares.
5. The amount shown for Mr. Roos includes warrants to acquire 28,650 shares
and options to acquire 40,628 shares.
ITEM 1. ELECTION OF DIRECTORS
The Board is divided into three classes, with the term of office of one
class expiring each year. SPEEDCOM currently has four Directors with one
Director in Class I, one Director in Class II and two Directors in Class III.
The term of office of Director R. Craig Roos expires at the 2002 annual
meeting and the term of office of Director Michael W. McKinney expires at the
2003 annual meeting. The terms of office of Directors Michael Sternberg and
Ben Haidri expire at the 2004 annual meeting.
Nominee for Election of Director
Management has no reason to believe that the nominee will not be a
candidate or will be unable to serve. The following Director has been
nominated to stand for re-election at the 2002 annual meeting:
R. Craig Roos, Vice Chairman, age 56, joined SPEEDCOM's Board of
Directors as Vice Chairman in February 2000. Mr. Roos is founder and sole
owner of Roos Capital Planners, Inc., which he formed in 1979 and which
specializes in advisory services to the communications industry, primarily
in the fixed and mobile wireless area. Mr. Roos has served on the boards of
several companies in the wireless, communications, software, media and
telecommunications industries. He served as chairman of MobileMedia
Corporation from 1993 until 1995. Mr. Roos also was a co-founder of Locate,
a digital local access carrier specializing in high-speed T-1 level radio
carrier technologies. Mr. Roos has testified before the United States
Congress on telecommunications issues and is a former chairman of the
Alternative Local Telecommunications Trade Association. Mr. Roos has a
bachelor's degree in economics from Davis & Elkins College and a masters of
business administration from Fairleigh Dickinson University.
Directors With Terms Expiring in 2003 or 2004
The term of the following Director expires at the 2003 annual meeting:
Michael W. McKinney, Chairman and Chief Executive Officer, age 45,
founded SPEEDCOM in 1994 and has served as its Chairman and Chief Executive
Officer for the past eight years. Prior to forming SPEEDCOM, Mr. McKinney
worked as an executive of AT&T and NCR Corporation in their networking
division for fourteen years. Mr. McKinney holds a bachelor's degree in
economics and finance from Miami University, Oxford, OH.
The terms of the following Directors expire at the 2004 annual meeting:
Michael Sternberg, Director, age 56, joined SPEEDCOM's Board in March
2002. Mr. Sternberg has been CEO of multiple startup telecom companies,
including local exchange company KMC Telecom. Mr. Sternberg was part of the
original founding team at Metropolitan Fiber Systems that was eventually
sold for $12 billion to MCI. One other notable venture included the start
up of a satellite company that achieved $30 million in revenue within 18
months of the company's inception, including the negotiated purchase and
launch of the only two satellites launched by a U.S. company from Russia.
At KMC Telecom, Mr. Sternberg helped grow the company from 7 to 1,300
employees, with sales and operations throughout the U.S. KMC Telecom under
his leadership increased its value from $6 million to $1.8 billion in less
than four years by building 35 city networks (switching, lightwave and
fiber optics). KMC Telecom secured over $1 billion in funding with Mr.
Sternberg's assistance. Mr. Sternberg also led the company to sixteen
consecutive quarters of performance at or above plan before leaving.
2
Ben Haidri, Director, age 39, joined SPEEDCOM's Board in March 2002. Mr.
Haidri has been involved with the software industry since 1986, holding a
number of senior positions with Novell as well as startups and leading
technology providers. Mr. Haidri has expertise in the areas of wireless and
security, and has over 15 years experience in strategic relations,
marketing and product management. Prior to joining SECURITAE, a private
company, Mr. Haidri directed product management for Novell's security
products. Mr. Haidri is a former officer of Zions Bancorporation,
participating on behalf of Digital Signature Trust.
BOARD OF DIRECTORS AND COMMITTEES
SPEEDCOM's Board of Directors has a Compensation Committee and an Audit
Committee. The Board of Directors does not have a standing nominating
committee. During the fiscal year ended December 31, 2001, SPEEDCOM's Board
held one regular meeting and seven special meetings. All Directors attended at
least 75% of the meetings of the Board and Committees of the Board on which
they served.
Compensation Committee
The Compensation Committee is responsible for recommending compensation and
benefits for SPEEDCOM Executive Officers to the Board of Directors. Mr. Roos,
Mr. Sternberg, Mr. Haidri and Mr. McKinney are the current members of
SPEEDCOM's Compensation Committee. The Compensation Committee met one time
during the 2001 fiscal year.
Audit Committee
The Audit Committee is responsible for nominating SPEEDCOM's independent
accountants for approval by the Board of Directors, reviewing the scope,
results and costs of the audit with SPEEDCOM's independent accountants and
reviewing the financial statements, audit practices and internal controls of
SPEEDCOM. The Committee is comprised of Mr. Roos, Mr. Sternberg and Mr. Haidri
who are independent, as defined by NASDAQ. The Audit Committee met one time
during the 2001 fiscal year.
Audit Committee Report
The Audit Committee oversees SPEEDCOM's financial reporting process on
behalf of the Board of Directors. Management has the primary responsibility
for the financial statements and the reporting process, including the systems
of internal controls. In fulfilling its oversight responsibilities, the
Committee reviewed the audited financial statements in the annual report on
Form 10-KSB for the year ended December 31, 2001 with management, including a
discussion of the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the clarity of
disclosures in the financial statements.
The Committee reviewed with the independent certified public accountants,
who are responsible for expressing an opinion on the conformity of those
audited financial statements with generally accepted accounting principles,
their judgments as to the quality, not just the acceptability, of SPEEDCOM's
accounting principles and such other matters as are required to be discussed
with the Committee under generally accepted auditing standards. In addition,
the Committee discussed with the independent accountants the accountants'
independence from management and SPEEDCOM, including the matters in the
written disclosures received from the accountants as required by the
Independence Standards Board.
The Committee discussed with SPEEDCOM's independent accountants the overall
scope and plans for their respective audits. The Committee meets with the
independent accountants, with and without management present, to discuss the
results of their examinations, their evaluations of SPEEDCOM's internal
controls, and the overall quality of SPEEDCOM's financial reporting.
3
In reliance on the reviews and discussions referred to above, the Committee
recommended to the Board of Directors (and the Board has approved) that the
audited financial statements be included in the Annual Report on Form 10-KSB
for the year ended December 31, 2001 for filing with the Securities and
Exchange Commission. The Committee and the Board have also recommended,
subject to shareholder approval, the selection of Ernst & Young LLP, as
SPEEDCOM's independent certified public accountants.
Mr. Roos, Audit Committee Chair
Mr. Sternberg, Audit Committee
Member
Mr. Haidri, Audit Committee Member
Compensation of Directors
SPEEDCOM's outside Directors received cash director fees of $17,750 during
the 2001 fiscal year for attendance at Board meetings. Mr. Roos also received
an additional $4,750 as added compensation for his services as the Vice
Chairman of the Board of Directors. In addition, Directors received options to
purchase 20,000 shares of SPEEDCOM's common stock at an exercise price equal
to the market price of SPEEDCOM's common stock on the date of grant ($2.45).
These options vested immediately. Directors who are also employees of SPEEDCOM
receive no additional compensation for service as a Director.
EXECUTIVE COMPENSATION
Set forth below is a summary compensation table relating to the Chief
Executive Officer and SPEEDCOM's other Executive Officers, all of whom had
total annual salary and bonus during 2001 of at least $100,000.
Securities
Underlying Other
Name and Principal Position Year(1) Salary(1) Bonus Options Compensation
--------------------------- ------- --------- ------- ---------- ------------
Michael W. McKinney.......... 2001 $139,961 $40,000 592,252 $ 700(2)
Chairman and CEO 2000 $108,462 $20,000 575,292 $ 965(2)
Bruce Sanguinetti............ 2001 $153,462 $40,000 594,800 $2,625(2)
President 2000 $ 54,692 -- 343,800 --
Jay O. Wright................ 2001 $122,693 $47,000 557,092 $2,625(2)
CFO 2000 $122,943 $15,250 -- $2,448(2)
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(1) Mr. McKinney has been Chief Executive Officer since March 1994, Mr.
Sanguinetti became President in September 2000 and resigned in September
2001 and Mr. Wright became Chief Financial Officer in December 1999 and
resigned in September 2001. Salaries shown for the year in which they
joined SPEEDCOM and the year in which they left SPEEDCOM represent the
amounts actually paid during that year and have not been annualized.
Amounts include $15,000 paid to Mr. Sanguinetti and $12,500 paid to Mr.
Wright per their severance agreements. Both Mr. Sanguinetti and Mr.
Wright would have received an additional three months of salary had their
employment continued for the entire year.
(2) Represents SPEEDCOM's contribution to its 401(k) plan.
4
Employment Agreements
Mr. McKinney, Chief Executive Officer, entered into a five-year employment
agreement with SPEEDCOM in January 2000. Mr. McKinney's base salary is
$150,000 per year and he received a grant of 573,050 options to acquire shares
of SPEEDCOM's common stock in accordance to the terms of his agreement.
Mr. McKinney's employment agreement provides for bonus compensation for
each fiscal year during the term as determined by the Board in its discretion
and specifies that if SPEEDCOM terminates employment for other than "cause,"
SPEEDCOM is obligated to pay Mr. McKinney a severance benefit of 12 months
base salary plus any previously earned but unpaid salary and/or bonus amounts.
Mr. McKinney is also entitled to participate in SPEEDCOM's employee benefit
plans.
Mr. Sanguinetti entered into a three-year employment agreement with
SPEEDCOM in July 2000 to serve as President, effective September 1, 2000. Mr.
Sanguinetti's base salary was $180,000 per year and he received a grant of
options to purchase 240,681 shares of SPEEDCOM common stock in accordance with
the terms of his agreement. The options were to vest ratably over the term of
the agreement. Mr. Sanguinetti resigned as SPEEDCOM's President in September
2001. Per the terms of the resignation, SPEEDCOM is obligated to pay Mr.
Sanguinetti a severance benefit of 12 months base salary and all of his
options became immediately vested.
Mr. Wright entered into a three-year employment agreement with SPEEDCOM in
December 1999. Mr. Wright's base salary was $150,000 per year and he received
a grant of options to purchase 343,800 shares of SPEEDCOM common stock in
accordance with the terms of his agreement. The options were to vest ratably
over the term of the agreement. Mr. Wright resigned as SPEEDCOM's Chief
Financial Officer in September 2001. Per the terms of the resignation,
SPEEDCOM is obligated to pay Mr. Wright a severance benefit of 12 months base
salary and all of his options became immediately vested.
Stock Options
The following presents information on stock options for the Executive
Officers shown in the summary compensation table for the year ended December
31, 2001:
Options Granted in the Last Fiscal Year
Number of % of Total
Securities Underlying Options Granted Exercise Expiration
Name Options Granted(1) to Employees Price Date
---- --------------------- --------------- -------- ----------
Michael W. McKinney.. 5,500 --% $0.01 9/27/06
Bruce Sanguinetti.... 100,000 8.08% $4.25 9/27/06
106,000 .57% $1.12 9/27/06
45,000 3.64% $0.01 9/27/06
Jay O. Wright........ 100,000 8.08% $4.25 9/20/06
106,000 8.57% $1.12 9/20/06
20,000 1.62% $0.01 9/20/06
--------
(1) Mr. McKinney's options vested upon grant. Mr. Sanguinetti's and Mr.
Wright's options vested immediately as a condition of their termination
agreements.
The following table sets forth options exercised by the Executive Officers
shown in the summary compensation table during fiscal 2001, and the number and
value of all unexercised options at fiscal year end:
Number of Unexercised Value of Unexercised
Securities Underlying Options in-the-Money Options at
at December 31, 2001 December 31, 2001
Shares Acquired Value -------------------------------- -------------------------
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
---- --------------- -------- -------------- --------------- ----------- -------------
Michael W. McKinney..... 5,500 $ 4,895 357,552 229,200 -- --
Bruce Sanguinetti....... -- -- 594,800 -- $41,400 --
Jay O. Wright........... 15,000 $15,763 557,092 -- $18,400 --
5
COMPLIANCE WITH SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934 requires SPEEDCOM's
Officers and Directors, and persons who own more than 10% of SPEEDCOM's common
stock, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and with the NASDAQ SmallCap Market.
Officers, Directors and greater than 10% shareholders are required by SEC
regulation to furnish SPEEDCOM with copies of all Section 16(a) forms they
file.
Based solely on a review of the copies of such forms furnished to SPEEDCOM,
SPEEDCOM believes that during 2001 SPEEDCOM's Officers, Directors and 10%
beneficial owners made all required Section 16(a) filings.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
In May 2000, Mr. Roos, a Director, purchased 25,000 shares of pre-merger
SPEEDCOM common stock at $4.00 per share, the market price of the stock on
that date. As payment for the shares, Mr. Roos delivered to SPEEDCOM a
promissory note in the principal amount of $95,000, payable in three months
with interest at the rate of 6%. The amount of the note was arrived at by
taking the aggregate purchase of the stock ($100,000) and reducing the note by
the amount of director fees which would otherwise be payable to Mr. Roos for
the months of May and June 2000. In November 2000, SPEEDCOM restructured the
note to extend its term to January 31, 2001, and to increase the interest rate
to 8%. SPEEDCOM has reduced the note each month by the amount of cash director
fees otherwise due to Mr. Roos. Mr. Roos made a $25,000 cash payment on the
note in January 2001. Mr. Roos paid the balance of the note in March 2001.
In December 2000, Mr. Sanguinetti, the former President and former Director
of SPEEDCOM, loaned SPEEDCOM $250,000. SPEEDCOM executed a one year promissory
note for this amount providing for interest at an annual rate of 12% with
quarterly payments of interest due beginning March 31, 2001. In connection
with this loan, SPEEDCOM also granted Mr. Sanguinetti immediately exercisable
warrants to purchase 25,000 shares of SPEEDCOM's common stock at $3.60 per
share. The warrants terminate two years after the grant date. On August 23,
2001, this loan was converted to 111,111 shares of preferred stock, 88,889
Series A Warrants and 132,111 Series B Warrants. The proceeds of this loan
were used for working capital.
In January 2001, Mr. Sanguinetti loaned SPEEDCOM an additional $250,000.
SPEEDCOM executed a promissory note for this amount providing for interest at
an annual rate of 12% with all principal and interest due three months after
the date of the loan. In connection with this loan, SPEEDCOM also granted Mr.
Sanguinetti immediately exercisable warrants to purchase 11,500 shares of
SPEEDCOM's common stock at $5.40 per share. Warrants to purchase 7,000 common
shares vested immediately with options to purchase the remaining shares
vesting in equal monthly installments of 1,500 on each month anniversary of
the date of grant. The warrants terminate two years after the date of grant.
The proceeds of this loan were used for working capital.
In June 2001, SPEEDCOM issued another $250,000 promissory note to
SPEEDCOM's former President. The note had an interest rate of 10% and was
payable in April 2002. SPEEDCOM concurrently granted a total of 73,333
warrants with a $3.25 strike price in connection with this note. On June 29,
2001, this loan plus accrued interest was converted to 111,667 shares of
redeemable preferred stock, 83,751 Series A Warrants and 111,667 Series B
Warrants. On August 23, 2001, the redeemable preferred stock was exchanged for
111,667 shares of preferred stock, 89,334 Series A Warrants and 132,773 Series
B Warrants. The proceeds of this loan were used for working capital.
6
ITEM 2. TO RATIFY THE APPOINTMENT OF ERNST & YOUNG LLP
AS INDEPENDENT AUDITORS OF THE CORPORATION FOR 2002
Ernst & Young LLP have been selected by the Board of Directors as
independent certified public accountants of SPEEDCOM for the fiscal year
ending December 31, 2002. Shareholders are being asked to ratify the
appointment of Ernst & Young LLP as auditors. Representatives of Ernst & Young
LLP are expected to be present at the annual meeting and will have the
opportunity to make a statement if they so desire and to respond to
appropriate questions from shareholders.
Audit Fees. Ernst & Young LLP billed SPEEDCOM approximately $256,642 for
professional services in connection with auditing SPEEDCOM's annual financial
statements for the 2001 fiscal year and reviewing the financial statements
included in SPEEDCOM's Forms 10-QSB for 2001.
Financial Information Systems Design and Implementation Fees. Ernst & Young
LLP did not render non-audit services to SPEEDCOM relating to financial
information systems design or implementation for the 2001 fiscal year.
All Other Fees. Ernst & Young LLP billed SPEEDCOM approximately $114,869
for other services not described above, including approximately $144,000 in
connection with the Registration Statement that was effective January 9, 2002.
The Audit Committee of the Board of Directors has considered whether these
services rendered are compatible with maintaining the principal accountant's
independence, and has determined that they are.
Total Fees. Ernst & Young received fees totaling $371,511 during 2001 for
all services rendered, as described above.
OTHER BUSINESS
The Board of Directors does not know of any other business to be acted upon
at the meeting, and, as far as is known to the Board of Directors, no matters
are to be brought before the meeting except as specified in the notice of the
meeting. However, if any other business properly should come before the
meeting, it is intended that shareholders will vote in their discretion on any
such matters in accordance with the judgment of the persons voting such
proxies.
2003 ANNUAL MEETING SHAREHOLDER PROPOSALS
Proposals intended to be presented at SPEEDCOM's next annual meeting of
shareholders must be received at SPEEDCOM's executive offices no later than
December 2, 2002 for inclusion in SPEEDCOM's proxy material related to that
meeting. Notice to SPEEDCOM of a shareholder 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 2003
annual meeting of shareholders may exercise discretionary voting power with
respect to any proposal not submitted by that deadline.
SPEEDCOM WIRELESS CORPORATION
Sarasota, Florida
April 19, 2002
7
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
SPEEDCOM WIRELESS CORPORATION
May 6, 2002
Please Detach and Mail in the Envelope Provided
A [X] Please mark your votes as in this example.
FOR nominee WITHHOLD AUTHORITY
listed at right to vote for nominee
(except as marked listed at right.
to the contrary)
1. ELECTION [ ] [ ] Nominee:
OF R. Craig Roos
DIRECTOR
(INSTRUCTION: To withhold authority to vote for the individual nominee, write
that nominee's name on the line provided below.)
--------------------------------
FOR AGAINST ABSTAIN
2. APPROVAL OF ERNST & YOUNG LLP [ ] [ ] [ ]
AS SPEEDCOM'S INDEPENDENT AUDITORS.
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 meetings, or at any adjournments thereof, by virtue hereof.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY USING THE ENCLOSED ENVELOPE.
--------------------------------------- Dated: , 2002
Signature ---------
--------------------------------------- Dated: , 2002
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.
SPEEDCOM WIRELESS CORPORATION
Annual Meeting Of Shareholders
To Be Held May 6, 2002
Proxy Solicited On Behalf Of The Board Of Directors
The undersigned shareholder of Speedcom Wireless Corporation (the
"Company"), having received the Notice of Annual Meeting and the Proxy
Statement, hereby appoints Michael W. McKinney and Gil Sharell, or either of
them with full power of substitution, attorneys and proxies of the undersigned
to vote at the Annual Meeting of Shareholders of the Company to be held on
Monday, May 6, 2002 at 10:00 a.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
Annual 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 Annual Meeting.
(Continued And To Be Signed On The Reverse Side)