SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
February 18, 2000
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Date of Report
(Date of Earliest Event Reported)
WIDEBAND CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Nevada 0-28002 87-0363656
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(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
401 West Grand Avenue
Gallatin, Missouri 64640
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(Address of Principal Executive Offices)
(660) 663-3000
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Registrant's Telephone Number
Vis Viva Corporation
124 South 600 East, Suite 100
Salt Lake City, Utah 84102
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(Former Name and Address of Principal Executive Offices)
Item 1. Changes in Control of Registrant.
(a) On September 6, 1999, the Registrant and WideBand Corporation,
a Missouri corporation ("WideBand"), executed an Agreement and Plan of
Merger (the "Plan"), whereby the Registrant was to acquire 100% of the
outstanding securities of WideBand.
The source of the consideration used by the WideBand
Stockholders to acquire their respective interests in the Registrant was the
exchange of all of the issued and outstanding securities of WideBand
in accordance with the Plan.
The basis of the "control" by the WideBand Stockholders is
stock ownership.
The Plan provided for:
1. The acquisition of 100% of the outstanding securities of
WideBand;
2. The reverse split of all of the Registrant's issued and
outstanding shares of common stock in the ratio of one share for seven;
3. The issuance of 12,801,819 post-split "restricted securities" of
the Registrant's common stock for the outstanding securities of WideBand;
4. The Resignation of the directors and executive officers of the
Registrant;
5. The election of the directors and executive officers of
WideBand as directors and executive officers of the Registrant;
6. The amendment of the Registrant's Articles of Incorporation to
change its name to "WideBand Corporation" and to increase the authorized
common capital shares of the Registrant from 15,000,000 to 20,000,000 shares;
and
7. The issuance of 55,000 post-split "unregistered" and "restricted"
shares of common stock of the Registrant to certain persons as finder's,
agent's or consultant's shares for services rendered for or on behalf of the
Registrant.
Prior to the completion of the Plan, there were 1,375,000 pre-split
outstanding shares of the Registrant's common stock. Following the issuance
of the shares outlined above, there will be approximately 196,429 post-split
outstanding securities of the Registrant.
A copy of the Plan, including all material exhibits and related
instruments, was filed as an exhibit to the Registrant's definitive
information statement, which was filed with the Securities and Exchange
Commission on January 26, 2000, and which is incorporated herein by reference.
The foregoing summary is modified in its entirety by such reference. See Item
7.
The holders of all of the issued and outstanding shares of common
stock of WideBand voted to approve each of the above-referenced matters on
February 7, 2000. The holders of 808,475 pre-split shares of the Registrant's
common stock (representing 58.8% of the then-outstanding shares) voted to
approve each of these matters on February 18, 2000.
Articles of Merger merging WideBand into the Registrant were filed
with the Nevada Secretary of State on February 28, 2000, and the Registrant's
trading symbol on the OTC Bulletin Board was changed to "ZWBC," effective
March 1, 2000.
(b) The former principal stockholders of the Registrant and their
percentages of ownership of the outstanding voting securities of the
Registrant prior to the completion of the Plan were: Jack R. Coombs, 609,975
shares (44.4%); and John Michael Coombs, 141,000 shares (10.3%).
The following table contains information regarding share holdings of
the Registrant's directors and executive officers and those persons or
entities who beneficially own more than 5% of the Registrant's common stock,
taking into account the issuance of all shares under the Plan, including the
55,000 post-split shares to be issued for services as described in Item 1(a)
above:
Amount and Nature Percent
of Beneficial of
Name Title Ownership Class
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Roger E. Billings President 10,390,044 79.6%
Donald N. Fenn Vice President 599,818 4.6%
Maria Sanchez Vice President 2,000 -1%
All directors and
officers as a
group (3 persons) 10,991,862 84.2%
Item 2. Acquisition or Disposition of Assets.
(a) See Item 1.
The consideration exchanged under the Plan was negotiated at "arms
length" and the Board of Directors of the Registrant used criteria used in
similar proposals involving the Registrant in the past, including the relative
value of the assets of the Registrant; its present and past business
operations; the future potential of WideBand; its management; and the
potential benefit to the stockholders of the Registrant. The Board of
Directors determined that the consideration for the exchange was reasonable,
under these circumstances.
No director, executive officer or controlling person of the
Registrant had any direct or indirect interest in WideBand prior to
the completion of the Plan.
(b) The Registrant intends to continue the business operations
conducted and intended to be conducted by WideBand, and which are
described below under the caption "Business."
Management
Dr. Roger E. Billings, age 51, has been the president, CEO, Chairman
of the Board and principal shareholder of WideBand from its inception in 1994
to the present. From 1984 through 1994, Dr. Billings served as president of
the International Academy of Science (IAS) located in Blue Springs, Missouri.
In 1987, Dr. Billings received a Doctor of Research Degree from the
International Academy of Science. In 1976, he graduated from Brigham Young
University located in Provo, Utah, with a Bachelor of Science degree in
Chemistry, Physics, and Electrical-Mechanical-Chemical Engineering.
Dr. Billings has had considerable experience in running and
operating public companies. In 1973, he founded Billings Energy Research
Corporation as a public company and acted as its Chairman of the Board, CEO
and President. In 1977, he founded Billings Computer Corporation, a
subsidiary of Billings Corp. In 1979, Dr. Billings, through Billings
Corporation, founded another computer company called Cal Disk Corporation
located in Anaheim, California, of which Dr. Billings also served as
president.
Donald N. Fenn is 56 years of age. He has served as a director and
Vice-President of WideBand since its inception in 1994. Mr. Fenn directs
operations, including manufacturing, raw materials procurement and management,
field service, repair, and shipping/receiving. From 1990 to the present, Mr.
Fenn has owned Insul Products, a chemical and milling business.
From 1989 through 1995, Mr. Fenn owned and operated "Vittles," a
small restaurant chain, which offered good food at fast food prices. At
Vittles, he implemented cost accounting methods to keep track of inventory and
cost of goods sold, thereby increasing profit margins. Mr. Fenn sold the
chain to Arctic Circle in 1995 for $1.1 million.
Dr. Maria Sanchez, age 38, has served as WideBand's Vice President
of Research since 1994. Dr. Sanchez directs and coordinates activities
concerned with research and development of concepts, ideas, specifications,
and applications for WideBand's new products or services. Dr. Sanchez
received her Doctor of Research Degree from the International Academy of
Science in 1993. In 1984, she graduated first in her class, Summa Cum Laude,
from the University of Missouri-Columbia with a Bachelor of Science Degree in
Chemical Engineering.
Business
WideBand is in the business of developing, manufacturing, licensing,
and marketing computer networking products based on its patented WideBand
technology. The developmental program has been broken down into
three independent stages or phases.
Phase 1 - WideBand II. The first phase constitutes the development
of a high-performance networking technology in an attempt to leapfrog the
current evolutionary development and deployment of Ethernet. It is WideBand's
objective that its technology resolve difficulties in current Ethernet
installations resulting from inadequate bandwidth and from data collisions.
A further objective is to provide a secondary delivery mechanism, which will
greatly facilitate the distribution of multiple channels of high-performance
video throughout the network.
Though the products developed during Phase 1 utilize conventional
Ethernet packet structures for compatibility, WideBand's higher data rate and
other feature enhancements make the two technologies' hardware incompatible.
It is not possible to plug a conventional Ethernet adapter into a WideBand
Concentrator. Such an interface connection can only be accomplished via
expensive equipment such as a WideBand Ethernet Router.
It is intended that the technology developed during Phase 1
establish WideBand and its technology in a respected leadership role
within the industry. For reasons that will become apparent during the
discussion of Phase 2, the initial WideBand technology developed under Phase
1 is referred to as WideBand II. Products based on this technology have
been developed by WideBand and have been shipping to customers for
over two years. These products utilize three of the four pairs in a
Category 5 cable to carry data at a combined bit rate of 1 Gb/s. Taking
into consideration the overhead resulting from the 8B/10Bcoding scheme
utilized, the useful throughput over the three pairs is 800 Megabits per
second.
In WideBand II this data rate has been partitioned into three
separate segments corresponding to each of the twisted pairs in use. The
first segment, which utilizes cable pair 1, is used to carry digital
information from the user's computer to the network. Therefore, a user can
upload data onto the network at a maximum data rate of 267 Megabit per second.
This data rate exceeds the capacity of today's computers of transferring data
through the PCI bus to the network under the control of conventional
operating systems.
Cable pairs 3 and 4 are utilized to download information from the
network to the local computer. Cable pair 4 carries the conventional traffic
from the user's local segment at a maximum useful data rate of an additional
267 Megabit per second. Since WideBand II can receive data while
simultaneously transmitting data, the inbound and outbound channels have a
combined simultaneous usable data rate of 534 Mb/s. Cable pair 3 in WideBand
II is reserved for bringing WideCast data to the local workstation. WideCast
data is typically streaming video, audio, or data from a connection to the
Wide Area Networks such as the Internet. The feature of a second delivery
channel is the reason WideBand is sometimes referred to as a "dual network".
It is an important distinguishing feature between WideBand and all other
networking technologies. The WideCast channel has an additional useful
throughput of 267 Mb/s. With WideCast the user can download multiple
channels of full-motion, high-quality video without adding any traffic
burden to the Local Area Network.
WideBand II products manufactured by WideBand include network
adapters, which are circuit boards that plug into the user's computer
enabling the computer to be connected to a WideBand network. They also
include WideBand Concentrators, which are the equipment installed in the
center of a network to which cables are connected running to all of the
computers and servers on the segment. The Concentrators can be cascaded as
many times as necessary thereby enabling users to build networks of vast
numbers of attached workstations.
Phase 2 - WideBand I. During the year 2000, WideBand plans to
announce an entire new networking product line which will be referred to as
WideBand I. The WideBand I products will provide an interface between the
existing Ethernet world and the higher performance WideBand II products.
This will be accomplished through the development of a new piece of
equipment, the WideBand Accelerator. The Accelerator is similar to a
WideBand Concentrator in that it utilizes Buffered Packet Synchronization to
eliminate data collisions and thereby increase the performance of the Local
Area Network. The Accelerator differs from the Concentrator, however, in
that it is designed to allow users to directly connect conventional Ethernet
adapters. The link channel on the Accelerator is designed to connect to a
WideBand II network, providing users with a way of interfacing their
existing equipment to WideBand without the significant front-end investment
of buying all new network adapters and concentrators. This will provide an
evolutionary process whereby users can upgrade their legacy equipment to
WideBand one step at a time.
One of the main drawbacks of Ethernet is that when a local segment
becomes heavily loaded with traffic, it begins to experience data collisions.
Data collisions waste bandwidth, causing the network load to increase and
slowing down and hampering data transmissions. WideBand's patented method of
eliminating data collisions on Local Area Networks is one of the greatest
advantages of WideBand II technology. By applying this same method to
Ethernet segments, much of the advantage of WideBand can be obtained without
the necessity of removing all of the Ethernet adapters from each computer.
The WideBand Accelerator can eliminate data collisions on Ethernet segments
just by plugging in each Ethernet computer. This will greatly remove
congestion in very heavily loaded Ethernet segments. Since the Accelerators
also have a WideBand II backbone, data flowing between users in one section
of the network with users in another section of the network will be
significantly improved.
Over the past five years, most of the Ethernet networking adapters
marketed throughout the world have been combo adapters of the 10/100 variety.
These adapters have the feature to be plugged either into an Ethernet network
operating at the conventional 10 Mb/s or into a Fast Ethernet segment
operating at 100 Mb/s. Furthermore, they have the additional capability of
operating in full duplex mode, which means they can transmit at 100 Mb/s at
the same time they are receiving at 100 Megabit per second.
Unfortunately for the computer industry, while most users have
installed the 10/100 adapters, only a small percentage are actually utilizing
the higher data rates. Users purchased the 10/100 adapters preparing for
future performance expansion, but the cost of the network hubs and switches
operating at 100 Mb/s have been so prohibitive that most of these adapters
are still operating at the 10s Megabit half duplex data rate.
WideBand has identified the current market situation as a
tremendous opportunity for implementing WideBand I technology. By
definition, WideBand I is 100 Megabit per second Fast Ethernet operating
full duplex (transmitting and receiving at the same time) without
collisions. Users with the 10/100 Megabit cards installed, which are used
to operating on busy Ethernet segments with data rates as low as 2.5 Mb/s,
will be able to install the WideBand I Accelerator in their central wiring
closets, plug the cables from their conventional Ethernet hub into the
Accelerator, and see a jump in their data rate from 2.5 Mb/s up to 200 Mb/s,
which is the full duplex data rate without collisions. WideBand I is Fast
Ethernet operating at 200 Mb/s (full duplex mode) without collisions. When
combined with a WideBand II backplane and a few WideBand II adapters
installed in key servers, significant performance improvement is
anticipated.
While WideBand II Accelerators are compatible with existing Fast
Ethernet adapters of all brands, WideBand Corporation plans during the year
2000 to launch a WideBand I networking adapter which will utilize 100 Megabit
per second Ethernet signaling, but which will add the additional feature of
flow control. This feature will keep computers from transmitting data onto
the network when it is already filled to capacity with data transmissions from
other users. It is the intention of WideBand to use this enhanced feature to
promote the marketing of these adapters.
Phase 3 - WideBand III. Work has already begun on a next generation
WideBand, which is expected to increase the data rate to levels which will be
required by future data processing equipment. WideBand III networking
technology is just now in its early stages of development in the laboratories
at WideBand. It is expected to appear in commercial products some time
after November 2001. Detailed information concerning data rates and feature
enhancements are still under development, and therefore not available at
this time.
It is anticipated that with the launch of WideBand III, a WideBand
II Accelerator product will be developed which will utilize WideBand III as a
backplane for higher speed transfers between groups of computers and
workstations. It will, therefore, be possible to build up networks
simultaneously utilizing components of WideBand I, WideBand II, and WideBand
III. Since the networking adapters for WideBand I include the conventional
Ethernet adapters already in use today, this technological approach will
extend the life of existing equipment for users while providing an
incremental path towards obtaining the enhancements and benefits of the
WideBand networking system.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Registrant's Directors.
John Michael Coombs; Terry S. Pantelakis; and Angelo Vardakis, who
were the pre-Plan directors and executive officers of the Registrant, resigned
and designated the directors and executive officers of WideBand to serve in
the capacities indicated in Item 2(b) above. Each of these persons will serve
until the next respective annual meetings of the Company's stockholders and
Board of Directors or until their respective successors are elected and
qualified or until their prior resignations or terminations.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Business Acquired.
Audited financial statements of WideBand were attached as Exhibit
"C" to the Registrant's definitive information statement that was filed on
January 26, 2000, and which is incorporated herein by reference.
(b) Pro Forma Financial Information.
Unaudited pro forma financial statements, prepared as though the
Plan had been consummated on September 30, 2000, were attached as Exhibit "D"
to the Registrant's definitive information statement that was filed on
January 26, 2000, and which is incorporated herein by reference.
Exhibits
99 Definitive Information Statement, filed January 26, 2000*
Exhibit A- Agreement and Plan of Merger and any
amendments thereto
Exhibit B- Audited Financial Statements of the
Registrant for its fiscal year ended
June 30, 1999, and unaudited stub for
its first quarter ended September 30,
1999
Exhibit C- Audited Financial Statements of Wide
Band for the nine-month period ended
September 30, 1999, and for the twelve-
month periods ended December 31, 1998,
and December 31, 1997
Exhibit D- Pro Forma Condensed, Combined Financial
Statements of the Registrant and
WideBand for the period ended September
30, 1999
Exhibit E- Summary of Dissenter's Rights Provisions
under Nevada law
Exhibit F- Form of Articles of Merger to be filed
in both the States of Missouri and
Nevada
Exhibit G- Form of Articles of Amendment to the
Articles of Incorporation of the
Registrant
* This document, with related exhibits, has previously been filed
with the Securities and Exchange Commission and is incorporated
herein by reference.
Item 8. Change in Fiscal Year.
For accounting purposes, WideBand is considered the acquiring entity
under the Plan. In connection therewith, WideBand changed its fiscal year
from June 30 to September 30. Audited financial statements of WideBand for
the nine months ended September 30, 1999, were filed as an exhibit to the
Registrant's definitive information statement, which was filed with the
Securities and Exchange Commission on January 26, 2000, and which is
incorporated herein by reference. Accordingly, no transition report is
required.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned hereunto duly authorized.
WIDEBAND CORPORATION
Date: 2 March 2000 By: /s/ Roger E. Billings
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Dr. Roger E. Billings
President, CEO and Director