As filed with the Securities and Exchange Commission on December 20, 1999
Registration No. 333-92591______
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Post Effective Amendment No. 1
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
WAVERIDER COMMUNICATIONS INC.
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(Exact name of registrant as specified in its Charter)
Nevada 33-0264030
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(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
255 Consumers Road, Suite 500 Toronto, Ontario Canada M2J 1R4 (416) 502-3200
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(Address, including zip code, and telephone number,
including area code, of principal executive offices)
T. SCOTT WORTHINGTON
255 Consumers Road, Suite 500, Toronto, Ontario Canada M2J 1R4
(416) 502-3200 / Facsimile No.: (416) 502-2968
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies of all communications to:
DAVID A. BROADWIN, ESQ.
FOLEY, HOAG & ELIOT LLP
One Post Office Square, Boston, Massachusetts 02109-2170
(617) 832-1000 / Facsimile No.: (617) 832-7000
Approximate date of commencement of proposed sale to the public: As soon as
practicable from time to time after the Registration Statement becomes
effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum maximum Amount of
Title of each class of Amount to be offering price aggregate registration
Securities to be registered Registered per share offering fee
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Common Stock, $.001 par value (1) 12,157,777 $1.66 (2) $20,181,909
Warrants to purchase 3,925,925 shares of
Common Stock (3) 3,925,925 $0.05 $196,296
Underwriter's Warrants 444,444 $0.01 $4,444
Total $20,382,649 $5,675 (4)
(1) Includes 4,370,370 shares of Common Stock issuable upon exercise of
Warrants and Underwriters' Warrants and 380,000 shares of Common Stock
issuable upon exercise of Warrants by certain selling shareholders.
(2) Estimated solely for the purposes of determining the registration fee. In
accordance with Rule 457(c) under the Securities Act of 1933, the above
calculation is based on the closing bid price reported on the OTC Bulletin
Board on December 8, 1999
(3) Includes 222,222 warrants issuable upon exercise of Underwriters' Warrants.
(4) $6,960,000 of shares of Common Stock was previously registered on
Registration Statement No. 333-86251, and a fee of $1,935 was paid in
connection therewith.
In accordance with Rule 416 under the Securities Act of 1933, this
Registration Statement also covers such indeterminate number of additional
shares of WaveRider's common stock, $0.001 par value, as may become issuable to
prevent dilution resulting from stock splits, stock dividends or similar
transactions as set forth in WaveRider's Articles of Incorporation and the terms
of the warrants referred to above.
This Amendment is filed under Rule 462(d) to amend Part II of the Registration
Statement solely to add certain exhibits.
PART II
Item 16. Exhibits
Exhibit
No. Description
3.1 Articles of Incorporation of WaveRider, incorporated by reference to
Exhibit 3.1 registration statement on Form S-18, File no. 33-25889-LA.
3.2 Bylaws of the Company, incorporated by reference to Exhibit 3.2 to the
annual report on Form 10-KSB for the year ended December 31, 1996.
3.3 Certificate of Amendment to the Articles of Incorporation of the
Company filed with the Nevada Secretary of State on October 8th, 1993,
incorporated by reference to Exhibit 3.3 to the quarterly report on
Form 10-QSB for the period ended September 30th, 1994.
3.4 Certificate of Amendment to the Articles of Incorporation of the
Company filed with the Nevada Secretary of State on October 25th, 1993,
incorporated by reference to Exhibit 2(d) to the registration statement
on Form 8-A, File No. 0-25680.
3.5 Certificate of Amendment to the Articles of Incorporation of WaveRider
filed with the Nevada Secretary of State on March 25th, 1995,
incorporated by reference to Exhibit 2(e) to registration statement on
Form 8-A, File no. 0-25680.
3.6 Certificate of Amendment to the Articles of Incorporation of the
Company, designating the Series A Voting Convertible Preferred Stock,
filed with the Nevada Secretary of State on March 24th, 1997,
incorporated by reference to Exhibit 3.6 on Form 10KSB for the year
ended December 31, 1996.
3.7 Certificate of Amendment to the Articles of Incorporation of the
Company designating the Series B Voting Convertible Preferred Stock,
filed with the Nevada Secretary of State on May 16, 1997.
3.8 Certificate of Amendment to the Memorandum of WaveRider changing the
name to WaveRider Communications Inc., filed with the Nevada Secretary
of State on May 27, 1997.
4.1 Specimen common stock certificate, incorporated by reference to Exhibit
4.1 to registration statement on Form S-18, File no. 33-25889-LA.
4.2 Specimen Class A Common Stock Purchase Warrant Certificate,
incorporated by reference to Exhibit 4.2 on Form 10KSB for the year
ended December 31, 1996.
4.3 Specimen Class B Common Stock Purchase Warrant Certificate,
incorporated by reference to Exhibit 4.3 on Form 10KSB for the year
ended December 31, 1996.
4.4 Specimen Class C Common Stock Purchase Warrant Certificate,
incorporated by reference to Exhibit 4.4 on Form 10KSB for the year
ended December 31, 1996.
4.5 Specimen Class D Common Stock Purchase Warrant Certificate,
incorporated by reference to Exhibit 4.5 on Form 10KSB for the year
ended December 31, 1996.
4.6 Warrant Terms dated February 10th, 1997, relating to the Class A, Class
B, Class C and Class D, Common Stock Purchase Warrants, incorporated by
reference to Exhibit 4.6 on Form 10KSB for the year ended December 31,
1996.
4.7 Warrant Terms dated April 15, 1998, relating to the Class E Common
Stock Purchase Warrants, incorporated by reference to Exhibit 4.7 on
Form 10KSB for the year ended December 31, 1998.
4.8 Warrant Terms dated June 11, 1998, relating to the Class F Common Stock
Purchase Warrants, incorporated by reference to Exhibit 4.8 on Form
10KSB for the year ended December 31, 1998.
4.9 Warrant Terms dated December 15, 1998, relating to the Class G Common
Stock Purchase Warrants, incorporated by reference to Exhibit 4.9 on
Form 10KSB for the year ended December 31, 1998.
4.10 Warrant Terms dated December 29, 1998, relating to the Common Stock
Purchase Warrants, incorporated by reference to Exhibit 4.10 on Form
10KSB for the year ended December 31, 1998.
4.11 Warrant Terms dated June 30, 1999, relating to the Class H Common Stock
Purchase Warrants, incorporated by reference to Exhibit 4.11 on Form
S-3, File No. 333-82855.
4.12 Warrant Terms dated October 18, 1999, relating to the Common Stock
Purchase Warrants, incorporated by reference to Exhibit 10.1 and 10.2
in Form 10-Q for the quarter ended September 30, 1999.
4.13 Specimen Common Stock Purchase Warrant Certificate
4.14 Specimen Underwriters' Warrant Certificate
5.1 Opinion of Foley, Hoag & Eliot LLP.
10.1 Agreement dated February 2nd, 1997, between Ray Hoag and WaveRider,
incorporated by reference to Exhibit 10.2 on Form 10KSB for the year
ended December 31, 1996.
10.2 Agreement dated February 2nd, 1997, between C. Jeremy Renton and
WaveRider, incorporated by reference to Exhibit 10.21 on Form 10KSB for
the year ended December 31, 1996.
10.3 Stock Option Agreement dated January 22nd, 1997 between WaveRider and
Charlie Rodriguez, incorporated by reference to Exhibit 10.22 on Form
10KSB for the year ended December 31, 1996.
10.4 Stock Option Agreement dated January 22nd, 1997 between WaveRider and
C. Jeremy Renton, incorporated by reference to Exhibit 10.23 on Form
10KSB for the year ended December 31, 1996.
10.5 Stock Option Agreement dated January 22nd, 1997, between WaveRider and
Ray Hoag, incorporated by reference to Exhibit 10.24 on Form 10KSB for
the year ended December 31, 1996.
10.6 Share Exchange Agreement executed the 13th day of May, 1997 between
WaveRider and the shareholders of Major Wireless Communications Inc.,
("Major Wireless"), with respect to the purchase by the Company of all
the issued and outstanding shares in the capital stock of Major
Wireless, incorporated by reference to Exhibit 2.1 in Form 8-K filed
May 29, 1997.
10.7 Agreement supplemental to the Share Exchange Agreement executed the
13th day of May, 1997 (see 10.6 supra) incorporated by reference to
Exhibit 10.1 in Form 8-K filed May 29, 1997.
10.8 Employee Stock Compensation (1997) Plan incorporated by reference to
Exhibit 99 in Form S-8 filed August 29th, 1997.
10.9 Employee Stock Option (1997) Plan incorporated by reference to Exhibit
99 in Form S-8 filed August 29th, 1997.
10.10 Employment Agreement between WaveRider and D. Bruce Sinclair dated
November 18, 1997 incorporated as Exhibit 10.10 to WaveRider's annual
report on Form 10-KSB, for the year ended December 31, 1997.
10.11 Convertible Debenture Agreement between WaveRider and International
Advisory Services Ltd. and Wyndel Consulting Ltd. Dated December 15,
1998, incorporated by reference to Exhibit 10.11 of Form S-3, File No.
333-70821.
10.12 Letter of termination of the Convertible Debenture Agreement, dated
January 8, 1999, incorporated by reference to Exhibit 10.11 of Form
S-3, File No. 333-70821.
10.13 Common Stock Purchase Agreement between WaveRider and Sovereign
Partners LP and Canadian Advantage Limited Partnership, dated December
31, 1998, including the exhibits to such agreement, incorporated by
reference to Exhibit 10.13 on Form S-3, File No. 333-70821.
10.14 Amendment to the Common Stock Purchase Agreement between WaveRider and
Sovereign Partners LP and Canadian Advantage Limited Partnership, dated
June 14, 1999, incorporated by reference to Exhibit 10.14 on Form S-3,
File No. 333-82855.
10.15 Merger Agreement between WaveRider Communications Inc and TTI Merger
Inc and Transformation Techniques, Inc. and Peter Bonk, incorporated by
reference to Exhibit 10.1 in Form 8-K filed June 30, 1999.
10.16 Employment agreement between Mr. Peter Bonk and WaveRider
Communications (USA) Inc., dated June 11, 1999, incorporated by
reference to Exhibit 10.2 in Form 8-K filed June 30, 1999.
10.17 Loan Agreement between WaveRider Communications Inc. and AMRO
International, S.A. dated October 15, 1999, incorporated by reference
to Exhibit 10.1 in Form 10-Q for the quarter ended September 30, 1999.
10.18 Common Stock Purchase Agreement between WaveRider Communications Inc.
and Radyr Group Investments dated October 18, 1999, incorporated by
reference to Exhibit 10.2 in Form 10-Q for the quarter ended September
30, 1999.
10.19 Underwriting Agreement between WaveRider Communications Inc. and Groome
Capital.com Inc. dated December 17, 1999.
23.2 Consent of Johnson, Holscher & Company P.C., independent auditors.
23.3 Consent of PricewaterhouseCoopers LLP, independent accountants.
23.4 Consent of Foley, Hoag & Eliot LLP (included in last sentence of
Exhibit 5.1).
24.1 Power of Attorney (contained in the signature page).
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe it meets all the
requirements of filing on Form S-3 and authorized this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, on
December 20, 1999.
WAVERIDER COMMUNICATIONS INC.
By: /s/ D. Bruce Sinclair
D. Bruce Sinclair, President and
Chief Executive Officer
In accordance with the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on December 20, 1999.
Signature Title Date
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/s/ D. Bruce Sinclair____ President, Chief Executive Officer December 20, 1999
D. Bruce Sinclair (Principal Executive Officer) and Director
_____________________ Secretary/Director December 20, 1999
Cameron A. Mingay*
_____________________ Director December 20, 1999
Gerry Chastelet*
_____________________ Director December 20, 1999
John Curry*
_____________________ Director December 20, 1999
Guthrie Stewart*
_____________________ Director December 20, 1999
Dennis R. Wing*
* By D. Bruce Sinclair - Attorney in fact
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