UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): September 29, 2000
Arc Wireless Solutions, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Utah
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(State of Other Jurisdiction of Incorporation)
000-18122 87-0454148
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(Commission File Number) (IRS Employer Identification Number)
4860 Robb Street, Suite 101
Wheat Ridge, Colorado, 80033-2163
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(Address of principal executive offices including zip code)
(303) 421-4063
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(Registrant's telephone number, including area code)
Antennas America, Inc.
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets
On September 29, 2000, the Registrant consummated a transaction
providing for the merger of Starworks Technology, Inc., a/k/a The Kit Company
("Kit") with and into Starworks Wireless Inc., a wholly owned subsidiary of the
Registrant. In exchange for their stock in Kit, David McConnell and Karen
McConnell, the shareholders of Kit, received consideration of $2.5 million,
consisting of a total of $1.0 million in cash and $1.5 million in shares of the
restricted common stock of the Registrant. The number of shares paid was
1,959,499, based on the weighted average trading price on the closing date. The
Registrant is also required to pay an additional $500,000 in cash as part of the
final purchase price. The $500,000 payment, will be increased or decreased by
the amount which the net assets of Kit on September 29, 2000 are determined to
be greater or lesser than $590,000. The final payment will be made by November
29, 2000. The amount of consideration given was determined based on arms-length
negotiations between the parties. Kit's assets include cash, accounts
receivable, inventory and computer and manufacturing equipment. No material
relationship exists between the Registrant, or any of its affiliates, directors
or officers of the Registrant, or any associate of any such directors or
officers, and Mr. and Mrs. McConnell. The Registrant utilized its existing cash
reserves for the cash paid at closing, and intends to use its existing cash
reserves for the final cash payment.
Item 5. Other Events.
On October 3, 2000, the Registrant issued a press release announcing
the merger of Starworks Technology, Inc. into a wholly owned subsidiary of the
Registrant. A copy of the press release is attached to this Report on Form 8-K
as Exhibit 99.1.
Item 7. Financial Statements And Exhibits.
(a) and (b) The financial statements and pro forma financial
information required by this item will be
filed by amendment to this Form 8-K.
(c) Exhibit Index
Exhibit
Number Description
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2.1 Agreement Between And Among Starworks Technology, Inc., Starworks
Wireless, Inc. and Antennas America, Inc. dated September 29, 2000.
99.1 Press release issued by the Registrant dated October 3, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act Of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
ARC WIRELESS SOLUTIONS, INC.
Date: October 13, 2000 By: /s/ Thomas R. Reed
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Thomas R. Reed
Chief Financial Officer