SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
March 29, 2001
WORLD WIDE WIRELESS COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
4812 Nevada 860887822
(Commission (State or Other (IRS Employer
File Number) jurisdiction of Incorporation) Identification No.)
520 Third Street, Suite 101 Oakland, California 94607
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 510-839-6100
Item 5. Recent Events
On March 29, 2001, World Wide Wireless Communications, Inc. ("the Company")
entered into a Senior Secured Convertible Debentures and Warrants Purchase
Agreement ("Purchase Agreement") with certain investors (the "Investors").
Pursuant to the Purchase Agreement, the Company agreed to sell and the Investors
agreed to purchase $750,000 principal amount of 8% convertible debentures and
warrants to purchase up to 50,000 shares of the Company's common stock for each
$100,000 principal amount of convertible debentures. The exercise price for the
warrants is 115% of the average of five closing bid prices immediately prior to
March 29, 2001 or ten cents ($.10) and the term of the warrants is for three
years. In addition, the Company granted the Investors registration rights in
limited circumstances.
The Company is required to register the conversion shares and shares
underlying the warrants, if the Form SB-2 filed for the Common Stock Purchase
Agreement with Grenville Finance ("equity line agreement"), entered into January
26, 2001, is not declared effective within 180 days from March 29, 2001, if the
registration statement for the equity line agreement does not continue to be
effective or if the Company violates any material provisions of the Purchase
Agreement.
Pursuant to the Purchase Agreement, until the Investors no longer hold any
convertible debentures, the Company is required to draw down the maximum amount
allowed under the equity line agreement; to set the threshold price at no more
than 50% of the volume weighted average price of the common stock on the trading
day immediately prior to the delivery of any draw down notice issued under the
equity line agreement; and to, at the election of the Investors, use all net
proceeds received pursuant to any equity financing to redeem the convertible
debentures.
The Company also agreed to amend its Securities Purchase Agreement, entered
into on April 14, 2000, as amended, with the investors signatory thereto to
remove the conversion price floor on the 4% convertible debentures and to
permanently reduce the exercise price on the warrants sold thereunder. The new
exercise price on those warrants shall be 115% of the bid price on the date
immediately preceding March 29, 2001. This reduction of the exercise price and
the removal of the conversion floor price could cause substantial dilution for
the Company's current shareholders should those investors take advantage of the
new conversion price and warrant price.
Item 7. Exhibits
Exhibit No. Document
4.1 Senior Secured Convertible Debenture and Warrants Purchase
Agreement between World Wide Wireless Communications, Inc. and
the Investors Signatory thereto executed March 29, 2001.
4.2 Registration Rights Agreement Between World Wide Wireless
Communications, Inc. and the Investors Named Therein executed
March 29, 2001.
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4.3 Escrow Agreement Among World Wide Wireless Communications, Inc.
the Investors Named Therein, and the Escrow Agent.
4.4 Stock Purchase Warrant to Purchase Shares of World Wide
Wireless Communications, Inc for Keshnet Fund, L.P.
4.5 Stock Purchase Warrant to Purchase Shares of World Wide
Wireless Communications, Inc for Splendid Rock Holdings Ltd.
4.6 Stock Purchase Warrant to Purchase Shares of World Wide
Wireless Communications, Inc for Endeavor Capital Management
Fund, S.A.
4.7 Stock Purchase Warrant to Purchase Shares of World Wide
Wireless Communications, Inc for Alpha Capital AG
* 4.8 Form of 8% Senior Secured Convertible Debenture for shares in
World Wide Wireless Communications, Inc.
* The * symbol notes that the exhibit will be filed by amendment.
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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.
World Wide Wireless Communications, Inc.
(Registrant)
By: /s/ Douglas P. Haffer
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Douglas P. Haffer
Chief Executive Officer, President,
Chief Financial Officer
Dated: April 4, 2001
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