SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 10-QSB/A
[X] Quarterly Report under Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 for the quarterly period ended March 31, 2000.
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934 for the transition period from to .
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Commission File No.: 0-22848
U.S. Wireless Data, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 84-1178691
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(State of incorporation) (IRS Employer Identification No.)
805 Third Ave, 8th Floor
New York, NY 10022
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(Address of principal executive offices, including zip code)
(212) 750-7766
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(Registrant's Telephone Number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past ninety days.
Yes [X] No [ ]
As of May 10, 2000 there were outstanding 32,328,020 shares of the Registrant's
Common Stock (no par value per share).
Transitional Small Business Disclosure Format
Yes [ ] No [X]
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ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
a) Exhibits required by Item 601 of Regulation S-B
4.1 Form of Nonqualified Stock Option Certificate issued to Edwin M.
Cooperman dated March 29, 2000.*(1)
4.2 Form of Nonqualified Stock Option Certificate issued to Michael S.
Falk dated March 29, 2000.*(1)
4.3 Form of Nonqualified Stock Option Certificate issued to Barry A.
Kaplan dated March 29, 2000.*(1)
4.4 Form of Nonqualified Stock Option Certificate issued to Amy L. Newmark
dated March 29, 2000.*(1)
4.5 Nonqualified Stock Option Certificate issued to Charles I. Leone dated
February 15, 2000.*(1)
4.6 Form of Common Stock Purchase Warrant (originally issued to Dean M.
Leavitt as of May 3, 1999), as re-executed as of January 4, 2000 to
reflect repricing authorized as of such date.*(1)
4.7 Form of Common Stock Purchase Warrant for 22,500 shares issued to RBB
Bank dated January 20, 2000.(1)
4.8 Form of Common Stock Purchase Warrant for 15,000 shares issued to
Lippert/Heilshorn & Associates, Inc. dated March 28, 2000.(1)
4.9 Form of Common Stock Purchase Warrant for 50,000 shares issued to
Cornell Consulting International, Inc. dated March 28, 2000.(1)
4.10 Form of Common Stock Purchase Warrant for 25,000 shares issued to
Cornell Consulting International, Inc. dated May 4, 2000.(1)
4.11 Lock-up Agreement between the Company and John M. Liviakis and
Liviakis Financial Communications, Inc. dated March 15, 2000.
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10.1 Form of Redemption Agreement between the Company and Bold Street, LLC
dated January 31, 2000.
10.2 Form of Repurchase Agreement between the Company and RBB Bank
Aktiengesellschaft dated January 18, 2000.
10.3 Form of Purchase Agreement between the Company and The Cuttyhunk Fund
dated May 3, 2000.(1)
10.4 Form of Purchase Agreement between the Company and Tonga Partners LP
dated May 3, 2000.(1)
10.5 Form of Employment Agreement between USWD and Charles I. Leone dated
February 11, 2000.*(1)
27 Financial Data Schedule.*
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* Management compensatory agreement.
(1) Previously filed on May 15, 2000, with Form 10-QSB for the fiscal
quarter ended March 31, 2000.
b) Reports on Form 8-K
On January 12, 2000, the Company filed a report on Form 8-K reporting
an event of December 23, 1999. The report contained disclosures under
Item 5 - Other Events, relating to various agreements entered into in
connection with a proposed equity private placement and a bridge
financing.
On March 24, 2000, the Company filed a report on Form 8-K reporting
an event of March 17, 2000. The report contained disclosures under Item 5
- Other Events, relating to the issuance of a press release on March 20,
2000 announcing a closing of a private placement raising $37.8 million of
gross proceeds. The Report also disclosed the relocation of the Company's
principal executive offices from California to New York.
On March 30, 2000, the Company filed a report on Form 8-K reporting
an event of March 28, 2000. The report contained disclosures under Item 5
- Other Events, relating to the issuance of a press release on March 29,
2000 announcing a closing of a private placement raising an additional
$12.8 million of gross proceeds. The press release also announced the
appointment of four new Directors to the Board of Directors, raising the
number of Board Members to seven.
On April 12, 2000, the Company filed a report on Form 8-K reporting
an event of March 28, 2000. The report contained disclosures under Item 1
- Change of Control and Item 5 - Other Events, relating to a series of
transactions entered into in connection with the equity private
placement.
On April 18, 2000, the Company filed a report on Form 8-K/A, amending
the Form 8-K filing of April 12, 2000, to include various Exhibits.
On April 24, 2000, the Company filed a report on Form 8-K/A-2,
further amending the Form 8-K filing of April 12, 2000, to include an
additional Exhibit.
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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.
U.S. WIRELESS DATA, INC.
Registrant
Date: May 22, 2000 By: \s\ Dean M. Leavitt
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Chief Executive Officer
May 22, 2000 By: \s\ Charles I. Leone
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Chief Financial Officer
and Chief Operating Officer
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