UNITED STATES
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
Date of Report (Date of earliest event reported): January 26, 2006
WaveRider Communications Inc.
(Exact name of registrant as specified in its charter)
Nevada 000-25680 33-0264030
(State or other jurisdiction (IRS Employer
of incorporation or organization) Commission File Number: Identification No.)
255 Consumers Road, Suite 500, Toronto, Ontario, Canada M2J 1R4
(Address of principal executive offices)
(416) 502-3200
(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:
|X| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|X| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| 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 26, 2006, WaveRider Communications Inc. ("WaveRider") and Crescent
International Ltd. ("Crescent") entered into an Amendment Agreement (the
"Agreement") amending the terms of WaveRider's convertible debentures held by
Crescent. Under the terms of the Agreement WaveRider will issue to Crescent 350
shares of Series D preferred stock, par value $0.01, with a stated value of
$1,000 per share, in exchange for Crescent's agreement to: (i) not convert more
than $100,000 of its convertible debentures into shares of WaveRider common
stock prior to the closing or termination of WaveRider's announced merger with
Wave Wireless Corporation (the "Merger"), (ii) vote in favor of the Merger, and
(iii) exchange the convertible debentures and preferred shares for Wave
Wireless' equity securities in the Merger. In addition certain other terms and
conditions of the existing convertible debentures were modified to remain
consistent with this stated intent.
Participants in Solicitation
Wave Wireless, WaveRider, and their respective directors, executive officers,
and other employees may be deemed to be participants in the solicitation of
proxies from WaveRider shareholders with respect to the proposed transaction.
Information about Wave Wireless's directors and executive officers is available
in Wave Wireless's proxy statement for its 2005 annual meeting of shareholders,
dated July 13, 2005. Information about WaveRider's directors and executive
officers is available in WaveRider's annual report on Form 10-KSB for the year
ended December 31, 2004. Additional information about the interests of potential
participants will be included in the registration statement and proxy statement
and other materials filed with the SEC.
Additional Information
WaveRider intends to file a proxy statement, which will be included in a
registration statement of Wave Wireless, and other materials with the Securities
and Exchange Commission ("SEC") in connection with the proposed transaction. We
urge investors to read these documents when they become available because they
will contain important information. Investors will be able to obtain free copies
of the registration statement and proxy statement, as well as other filed
documents containing information about the Wave Wireless and WaveRider, at
www.sec.gov, the SEC's website. Investors may also obtain free copies of these
documents at www.waverider.com. Free copies of Wave Wireless' filings are
available at www.wavewireless.com/about/investors.html.
Item 8.01 Other Events.
See Item 1.01 above.
Item 9.01 Financial Statements and Exhibits.
See Exhibit Index
(c) Exhibits
.
Exhibit No. Description
- ----------- -----------
2.1 Amendment Agreement, dated as of January 26, 2006 between
WaveRider Communications Inc., and Crescent International Ltd.
2
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Wave Wireless has duly caused this report to be signed on behalf by the
undersigned hereunto duly authorized.
Date: January 27, 2006
WaveRider Communications Inc.
By: /s/ Charles W. Brown
-----------------------
Charles W. Brown
Chief Executive Officer
3
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Amendment Agreement, dated as of January 26, 2006 between
WaveRider Communications Inc., and Crescent International Ltd.
4