U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Company [x]
Filed by a Party other than the Company [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14(a)-6(e)(2))
[x] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
5G WIRELESS COMMUNICATIONS, INC.
(Name of Company in Its Charter)
___________________________________________
(Name of Person(s) Filing Proxy Statement, if Other Than the Company)
Payment of Filing Fee (Check the appropriate box):
[x] No Fee Required
[ ] Fee Computed on table below per Exchange Act Rules 14a-
6(i)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
___________________________________________________________________
2. Aggregate number of securities to which transaction applies:
___________________________________________________________________
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was determined):
___________________________________________________________________
4. Proposed aggregate offering price:
___________________________________________________________________
5. Total fee paid:
___________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box is any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
1. Amount previously paid:
_____________________________________________________________________
2. Form, schedule, or registration statement number:
_____________________________________________________________________
3. Filing party:
_____________________________________________________________________
4. Date filed:
_____________________________________________________________________
Notes:
PROXY STATEMENT
5G Wireless Communications, Inc.
409 North Pacific Coast Highway, Suite 799
Redondo Beach, California 90277
This Proxy Statement is being furnished to certain stockholders
at the direction and on behalf of the Board of Directors of 5G
Wireless Communications, a Nevada corporation ("Company"), for the
purpose of soliciting proxies for use in obtaining the written consent
of a majority of the beneficial owners of the shares of common stock
of the Company for amending the Company's articles of incorporation as
follows:
Article I of the Articles of Incorporation is amended, in part, to read:
"The name of this corporation is Clean Energy and Power, Inc."
The Company's Board of Directors unanimously approved the foregoing
proposal on March 23, 2009.
The shares represented by the proxy will be voted in the manner
specified in the Request for Written Consent. Any proxy given
pursuant to this solicitation may be revoked at any time before it is
exercised by giving written notice of such revocation to the
president of the Company, or by submitting a later dated proxy. A
revocation that is not received prior to the proxy being exercised
shall not be taken into account, and the original proxy shall be
counted.
This Proxy Statement and accompanying Request for Written
Consent will be given to certain stockholders of the Company on or
about April 13, 2009. All Requests for Written Consent must be
return to the Company not later than 5:00 p.m. on Friday, April 17, 2009.
The cost of preparing, assembling and mailing this Proxy
Statement and the accompanying Request for Written Consent is being
borne by the Company.
VOTING SECURITIES
The record date of stockholders entitled to notice of and to
vote on the Request for Written Consent is the close of business on
March 23, 2009 ("Record Date"). On such date, the outstanding stock
of the Company consisted of:
(a) 122,629,871 shares of common stock, par value $0.001, of
the Company ("Common Stock"). Each share of Common Stock is entitled
to one vote.
(b) 2,980,000 shares of Series A preferred stock. Each share
of Series A preferred stock is currently convertible into 800 shares
of Common Stock and is entitled to 800 votes.
Each share of outstanding Series A preferred stock entitles the
holder thereof to vote on each matter submitted to a vote of the
stockholders of the Company and to have the number of votes equal to
the number (including any fraction) of shares of Common Stock into
which such share of Series A Preferred Stock is then convertible
pursuant to the provisions hereof at the record date for the
determination of stockholders entitled to vote on such matters or, if
no such record date is established, at the date such vote is taken or
any written consent of stockholders becomes effective. The holders
of shares of Common Stock and Series A preferred stock are to vote
together and not as separate classes.
(c) 540,000 shares of Series B preferred stock. Each share of
Series B preferred stock is convertible at a per share conversion
price equal to the lesser of: (i) 75% of the lowest close bid of the
Common Stock as reported by the Over-the-Counter Bulletin Board
("OTCBB") for the twenty trading days preceding the conversion date
for each full share of Series B held; or (ii) $1.00 (subject to
adjustment as appropriate in the event of recapitalizations,
reclassifications stock splits, stock dividends, divisions of shares
and similar events).
Each share of outstanding Series B preferred stock entitles the
holder thereof to vote on each matter submitted to a vote of the
stockholders of the Company and to have the number of votes equal to
the number (including any fraction) of shares of Common Stock into
which such share of Series B is then convertible. Since the
Company's Common Stock is not currently traded on the OTCBB, then it
would be converted at the rate of $1.00 per share, entitling the
holders of each share of Series B preferred stock to one vote.
The signatures on the Request for Written Consent of a majority
of the shares of Common Stock outstanding on the record date will
constitute approval of the action to be taken by the Company.
Subsequent to receiving such written consent, the Company will file
and thereafter mail to all stockholders of record from whom the
Company did not seek such written consent a Schedule 14C Information
Statement. Pursuant to applicable Nevada law, there are no
dissenter's rights relating to the matters to be voted on.
STOCK OWNERSHIP
The following table sets forth information regarding the
beneficial ownership of shares of the Company's Common Stock as of
March 23, 2009 (122,629,871 shares issued and outstanding,
2,384,000,000 shares beneficially owned by the two holders of Class A
preferred stock, and 540,000 shares beneficially owned by the holders
of the Class B preferred stock, for a total number of shares
beneficially owned of 2,507,169,871) by (i) all stockholders known to
us to be beneficial owners of more than 4% of the outstanding Common
Stock; and (ii) all officers and directors of the Company,
individually and as a group:
Title of Class Name and Address Amount and Nature Percent of
of Beneficial of Beneficial Class
Owner Owner (1) (2)
Common Stock Jerry Dix 1,440,000,000 (3) 57.44%
P.O. Box 1782,
Venice, CA 90294
Common Stock Don Boudewyn 960,000,000 (4) 38.29%
2274 West 239th Street,
Torrance, CA 90501
Common Stock The 5G Wireless Creditor Trust 100,000,000 4.00%
c/o David T. Pisarra, Esq.
1305 Pico Boulevard
Santa Monica, CA 90405
Common Stock Bo Linton 5,000,000 0.02%
409 North Pacific
Coast Highway,
Suite 799
Redondo Beach, CA 90277
Common Stock All Directors and 5,000,000 0.02%
Executive Officers as a
Group (1 person)
(1) Except as noted, none of these security holders has the right to
acquire any amount of the shares within sixty days from options,
warrants, rights, conversion privilege, or similar obligations. Each
person has sole voting power and sole dispositive power as to all of
the shares shown as beneficially owned by them.
(2) Applicable percentage ownership of Common Stock is based on
2,507,169,871 shares issued and outstanding and beneficially owned on
March 23, 2009 divided by the total Common Stock for each beneficial
owner. Beneficial ownership is determined in accordance with the
rules and regulations of the SEC. In computing the number of shares
beneficially owned by a person and the percentage ownership of that
person, shares of common stock subject to options or convertible or
exchangeable into such shares of common stock held by that person
that are currently exercisable, or exercisable within 60 days, are
included.
(3) The total amount for this stockholder includes 1,790,000 shares
of Series A preferred stock, issued on October 7, 2004, and currently
convertible into 1,432,000,000 shares of Common Stock (800 shares of
Common Stock for each share of outstanding Series A preferred stock),
and 8,000,000 shares of Common Stock (as a result of the conversion
of 10,000 shares of Series A preferred stock on December 4, 2008).
(4) The total amount for this stockholder includes 1,190,000 shares
of Series A preferred stock, issued on October 7, 2004, and currently
convertible into 952,000,000 shares of Common Stock (800 shares of
Common Stock for each share of outstanding Series A preferred stock),
and 8,000,000 shares of Common Stock (as a result of the conversion
of 10,000 shares of Series A preferred stock on December 4, 2008).
AMENDMENT TO ARTICLES OF INCORPORATON
Description of Securities.
(a) Shareholder Rights.
The Company's articles of incorporation authorize the issuance
of 5,000,000,000 shares of Common Stock, with a par value of $0.001.
The holders of the shares of Common Stock:
- have equal ratable rights to dividends from funds legally
available therefore, when, as, and if declared by the board of
directors of the company
- are entitled to share ratably in all of the assets of the
company available for distribution upon winding up of the
affairs of the company
- are entitled to one non-cumulative vote per share on all matters
on which stockholders may vote at all meetings of stockholders.
These securities do not have any of the following rights:
- special voting rights
- preference as to dividends or interest
- preemptive rights to purchase in new issues of shares
- preference upon liquidation
- any other special rights or preferences.
In addition, the shares are not convertible into any other
security. There are no restrictions on dividends under any loan,
financing arrangements or otherwise.
(b) Non-Cumulative Voting.
The holders of shares of Common Stock do not have cumulative
voting rights, which means that the holders of more than 50% of such
outstanding shares, voting for the election of directors, can elect
all of the directors to be elected, if they so choose. In such
event, the holders of the remaining shares will not be able to elect
any of the company's directors.
(c) Dividends.
The Company does not currently intend to pay cash dividends.
Because the Company does not intend to make cash distributions,
potential stockholders would need to sell their shares to realize a
return on their investment. There can be no assurances of the
projected values of the shares, or can there be any guarantees of the
success of the Company.
A distribution of revenues will be made only when, in the
judgment of the Company's board of directors, it is in the best
interest of its stockholders to do so. The board of directors will
review, among other things, the financial status of the company and
any future cash needs of the Company in making its decision.
(d) Possible Anti-Takeover Effects of Authorized but Unissued Common Stock.
The Company's authorized capital stock consists of 5,000,000,000
shares of Common Stock, with, as of October 31, 2003, 122,629,871
shares outstanding. One effect of the existence of authorized but
unissued capital stock may be to enable the Board of Directors to
render more difficult or to discourage an attempt to obtain control
of the company by means of a merger, tender offer, proxy contest, or
otherwise, and thereby to protect the continuity of the Company's
management. If, in the due exercise of its fiduciary obligations, for
example, the Board of Directors were to determine that a takeover
proposal was not in the Company's best interests, such shares could
be issued by the Board of Directors without stockholder approval in
one or more private placements or other transactions that might
prevent, or render more difficult or costly, completion of the
takeover transaction by diluting the voting or other rights of the
proposed acquiror or insurgent stockholder or stockholder group, by
creating a substantial voting block in institutional or other hands
that might undertake to support the position of the incumbent board
of directors, by effecting an acquisition that might complicate or
preclude the takeover, or otherwise.
(e) Transfer Agent.
The Company has engaged the services of Computershare Trust
Company, Inc., 350 Indiana Street, Suite 800, Golden, Colorado
80401, to act as transfer agent and registrar.
Amendment of Articles of Incorporation.
The corporate action to be taken consists of the Company filing
a Certificate of Amendment of Articles of Incorporation so that:
The name of the Company will be changed from "5G Wireless
Communications, Inc." to "Clean Energy and Power, Inc."
By order of the Board of Directors
March 23, 2009
/s/ Bo Linton
Bo Linton, Secretary
REQUEST FOR CONSENT OF STOCKHOLDERS
OF 5G WIRELESS COMMUNICATIONS, INC.
FOR CORPORATE ACTION
The following matters are hereby submitted to the stockholders of 5G
Wireless Communications, Inc., a Nevada corporation ("Company"), for
their approval and consent under the provisions of Nevada Revised
Statutes 78.390, and Article II, Section 11 of the Bylaws of the Company:
A proposal to amend the Articles of Incorporation of the Company
so that the name will be changed from "5G Wireless
Communications, Inc." to "Clean Energy and Power, Inc."
A shareholder does not have dissenter's rights of appraisal in
connection with the proposed action.
This written consent may be revoked prior to the date that the
Company receives the required number of consents to authorize the
proposed action. No revocation is effective unless in writing and
until received by the Company at its principal office located at: 409
North Pacific Coast Highway, Suite 799, Redondo Beach, California 90277
Each shareholder must return the consent form, indicating an
affirmative or negative vote on this issue, by overnight courier to
reach the offices of the Company not later than four (4) days after
receipt thereof. If a shareholder does not return the consent form,
then his or her shares will not be counted in determining the
positive and negative votes.
I, __________________________________, the undersigned beneficial
owner of record of _________________________ shares of Common Stock
of the Company, do hereby vote these shares as follows with regard to
the above-described proposals (please check next to the appropriate vote):
Approve: __________
Disapprove: _________
Dated: ____________, 2009 ____________________________
(Signature of Stockholder)
Printed name: ________________________
Title: ________________________
Note: Please sign exactly as name appears on stock certificate. All
joint owners should sign. When signing as personal representative,
executor, administrator, attorney, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporation
name by the president or other authorized person. If a partnership,
please sign in partnership name by a partner.