SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): February 9, 2005
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WaveRider Communications Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada 0-25680 33-0264030
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
255 Consumers Road, Suite 500, Toronto, Ontario, Canada M2J 1R4
(Address of principal executive offices) (Zip Code)
(416) 502-3200
(Registrant's telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
ITEM 1.01 CHANGE IN EMPLOYMENT CONTRACT
On February 9, 2005, WaveRider Communications Inc. and Mr. D. Bruce Sinclair,
our Chief Executive Officer, executed an amendment to Mr. Sinclair's employment
contract. Under the terms of the amendment, Mr. Sinclair agreed to a reduction
of his severance entitlement, payable if he were to be terminated by the
Company, from 3 years to 1 year. In consideration of the change, the Board of
Directors of WaveRider have awarded Mr. Sinclair options to purchase 500,000
shares of common stock. The options were fully vested on award and are
exercisable at $0.19.
In making this change, Mr. Sinclair has agreed to reduction in his potential
entitlement and the Company has reduced its potential liability, on a change of
control or other termination of Mr. Sinclair's employment, by approximately
$560,000.
By reducing the potential severance entitlement in exchange for stock options,
the Company and Mr. Sinclair believe that they have reduced what could be viewed
as a potential impediment to future mergers, acquisitions or strategic
partnerships. At the same time, the agreement is believed to more closely align
Mr. Sinclair's employment agreement with increases in shareholders' values
ITEM 5.02 CHANGE IN DIRECTORS
On February 9, 2005, Messrs. Robert D. Francis and Donald R. Gibbs joined the
board of directors of WaveRider Communications Inc.
Francis, Robert D. -- With more than 40 years of industry experience, Bob
Francis spent most of his career managing operations for public corporations
such as Motorola, GTE, Paradyne, Stromberg-Carlson and Infotron Systems
Corporation. From 1990 through 1993, he served as President of General DataComm
International (NYSE: GDC) prior to forming his own consulting business, Milford
Communications Partners L.L.C., in November, 1993. Milford Communications
Partners L.L.C., Clearwater, Florida, specializes in advanced technology for
wireless communications and vehicle telematics.
Gibbs, Donald R. -- Don Gibbs is the founder and owner of Lapa Inc., a
management and financial consulting firm specializing in providing general
management and financial acumen to early growth companies. Mr. Gibbs has 35
years of senior and financial management experience in public companies such as
Gandalf Systems, Cognos Inc., Mitel Corporation, Positron Fiber Systems and
Leigh Instruments
Exhibit No. Description
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99.1 Amendment to employment agreement between WaveRider
Communications Inc. and Mr. D. Bruce Sinclair
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 thereunto duly authorized.
WAVERIDER COMMUNICATIONS INC.
By: /s/ D. Bruce Sinclair
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D. Bruce Sinclair, Chief Executive Officer
Date: February 11, 2005