U.S. 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): September 22, 2004
5G WIRELESS COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 0-30448 20-0420885
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
4136 Del Rey Avenue, Marina Del Rey, California 90292
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 448-8022
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 (See General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] 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 September 22, 2004, the Registrant entered into a
subscription agreement with Longview Fund, LP, Longview Equity Fund,
LP, and Longview International Equity Fund, LP whereby these
investors are purchasing $2,000,000 in convertible notes, with
warrants to purchase up to an additional $5,600,000 in common stock
of the Registrant (see Exhibit 2 to this Form 8-K). The initial
$1,000,000 investment has been received by the Company with the next
$1,000,000 to be received upon the effective date of a registration
statement to be filed with the Securities and Exchange Commission
("SEC") for the shares to be issued on conversion, or once the
Company is able to issue equity securities that are exempt from
resale registration requirements following the conversion of the
Company into a business development company, whichever is earlier.
Under the funding arrangement, the promissory notes are
convertible into common stock of the Company at a price per share
equal to the lesser of 75% of an average of the lowest five-day bid
prices for the shares during a ninety day look back period, or $0.05
per share.
There are two types of warrants. The first warrants are for an
additional $5,000,000 over a three-year period at a price equal to
$0.02 per share, with a call notice available to the Registrant to
require the exercise of the warrants when the shares to be issued on
exercise of the warrants have been registered with the SEC. In
addition to the $0.02 Warrants, the Registrant also issued additional
warrants to purchase an additional $600,000 in common stock at
$0.0135 per share. These warrants expire five years from the date of
issuance.
As part of this funding arrangement, Jerry Dix and Don Boudewyn,
the Registrant's chief executive officer and executive vice
president, respectively, have agreed that for the period of 180 days
after the Second Closing Date (as defined in the Subscription
Agreement) during which such registration statement shall have been
current and available for use in connection with the public resale of
the shares and warrant shares, they will not sell or otherwise dispose
of any shares of common stock or any options, warrants or other rights
to purchase shares of common stock or any other security of the
Registrant which they own or have a right to acquire, other than (i) in
connection with an offer made to all shareholders of the Registrant or
any merger, consolidation or similar transaction involving the
Registrant, or (ii) with the prior written consent of the investors and
the Registrant, which shall not be unreasonably withheld.
A press release announcing this funding is set forth at Exhibit
99.1 to this Form 8-K.
In connection with this funding, the Registrant entered into a
consulting agreement with Ghillie Fanaz AG (see Exhibit 10 to this
Form 8-K). Under this agreement, the consultant will be paid a
"Commencement Bonus" of $50,000 payable immediately and an additional
$50,000 immediately upon the next closing of a funding to the
Registrant of approximately $1,000,000 in gross proceeds on similar
terms as a the current funding. Under this agreement, this
consultant will help in:
(a) developing and implementing appropriate plans and means for
presenting the Registrant and its business plans, strategy and
personnel to the financial community, establishing an image for
the Company in the financial community, and creating the
foundation for subsequent financial public relations efforts;
(b) maintain an awareness of the Registrant's plans, strategy
and personnel, as they may evolve, and consult with the
Registrant regarding communicating appropriate information
regarding such plans, strategy and personnel to the financial
community;
(c) introduce the Registrant investors who the consultant
reasonably believes to be "accredited investors" with whom the
Consultant has a pre-existing substantive relationship; and
(d) at the Registrant's request, review business plans,
strategies, mission statements budgets, proposed transactions
and other plans for the purpose of advising the Registrant of
the economic implications thereof.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On September 29, 2004, Brian Corty resigned as a director and
corporate secretary of the Registrant. Mr. Corty will be devoting
more time to wireless research and development activities for the
Registrant. Current corporate assistant secretary Don Boudewyn,
executive vice president, is assuming the responsibilities of
corporate secretary from Mr. Corty.
On September 29, 2004, the Registrant's board of directors
appointed Stanley A. Hirschman as an independent board member. Mr.
Hirschman owns a r% interest in Redwood Capital Management, which is
the management company for the investors in the subscription agreement
described above.
A press release announcing these actions of the board of
directors is set forth at Exhibit 99.2 to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits.
Exhibits included are set forth in the Exhibit Index pursuant
to Item 601of Regulation S-B.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
5G Wireless Communications, Inc.
Dated: September 30, 2004 By: /s/ Jerry Dix
Jerry Dix, Chief Executive Officer
EXHIBIT INDEX
Number Description
4 Subscription Agreement between 5G Wireless Communications,
Inc., on the one hand, and Longview Fund, LP, Longview
Equity Fund, LP, and Longview International Equity Fund,
LP, on the other hand, dated September 22, 2004 (including
the following items: Exhibit A1: Form of Class A Warrant;
Exhibit A2: Form of Class B Warrant; Exhibit B: Funds
Escrow Agreement; Exhibit E: Shares Escrow Agreement;
Exhibit F: Form of Limited Standstill Agreement; Exhibit G:
Security Agreement; and Exhibit H: Collateral Agent
Agreement) (not including the following items: Attachment
1: Disclosure Schedule; Exhibit C: Form of Legal Opinion;
Exhibit D: Form of Public Announcement on Form 8-K;
Schedule 5(d): Additional Issuances; Schedule 5(q):
Undisclosed Liabilities; Schedule 5(s): Capitalization;
Schedule 9(e) Use of Proceeds; Schedule 9(q): Limited
Standstill Providers; and Schedule 11.1: Other Securities
to be Registered) (filed herewith).
10 Independent Consulting Agreement between the Registrant and
Ghillie Finaz, AG, dated September 22, 2004 (filed herewith)
99.1 Text of Press Release Issued by the Registrant, dated
September 29, 2004 (filed herewith).
99.2 Text of Press Release Issued by the Registrant, dated
September 30, 2004 (filed herewith).