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): January 18, 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 January 18, 2006, upon the appointment of Mr. David Chazen as President and a member of the Board of Directors (as discussed below), the Company has agreed to compensate Mr. Chazen for his services as President at a rate of $10,000 per month. This compensation arrangement can be terminated by either the Company or Mr. Chazen upon written notice to the other party. In addition, for agreeing to serve as a member of the Company’s Board of Directors, Mr. Chazen was granted a warrant to purchase 150,000 shares of the Company’s common stock, having an exercise price of $1.00 and an expiration date of January 18, 2008. Furthermore, on January 18, 2006, Mr. Barry Regenstein, a member of the Company’s Board of Directors, was granted, for his services as a member, a warrant to purchase 50,000 shares of the Company’s common stock, having an exercise price of $1.00 and an expiration date of January 18, 2008. The warrants granted to Messrs. Chazen and Regenstein contain standard piggyback registration rights, provided, however, the shares of common stock issued upon exercise will be subject to restrictions on resale for a period of one year from the date of exercise.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the issuance of the warrants to Messrs. Chazen and Regenstein on January 18, 2006 is incorporated by reference herein and made a part hereof. The issuance was made in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
(c) and (d) On January 18, 2006, Mr. Chazen was appointed to the Board of Directors of the Company by unanimous vote of the directors, increasing the size of the Company’s Board of Directors from three to four members. In addition, Mr. Chazen was appointed President of the Company.
There are no arrangements or understandings between Mr. Chazen and any other person pursuant to which Mr. Chazen was selected as president and director. There are no transactions to which the Company is a party and in which Mr. Chazen had a material interest that are required to be disclosed under Item 404(a) and (b) of Regulation S-B. Mr. Chazen has not previously held any positions with the Company. Mr. Chazen has no family relations with any directors or executive officers of the Company.
Mr. Chazen is Managing Director of Chazen Capital Partners, a private investment partnership founded in 1997 that provides equity capital and management support to consumer oriented companies. Mr. Chazen also serves as President of Win Stuff Corporation, the largest specialized operator of entertainment skill crane vending machines in the U.S. Mr. Chazen also serves as the president of Good Stuff Toys, a manufacturer of licensed toys. Mr. Chazen is also the Managing Director of HQ Enterprises, a provider of stored value gift cards for the shopping mall industry. Mr. Chazen is a director of the St. Johns Companies, the Chazen Institute of International Business at Columbia University, the Society of Fellows at the Aspen Institute, and Jazz Aspen. Mr. Chazen also serves on the Board of Advisors of Trinad Management, LLC, the manager of Trinad Capital L.P., the Company’s principal stockholder. Mr. Chazen received his B.S. from the Wharton School at the University of Pennsylvania in 1982, and his MBA from Columbia Business School in 1986.
ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) | Exhibits. | |
Exhibit | Description | |
4.1 | Form of Warrant | |
10.1 | Letter Agreement between the Company and David Chazen, dated as of January 18, 2006. |
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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: January 24, 2006 | By: | /s/ Robert Ellin |
Robert Ellin | ||
Chief Executive Officer |
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