SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Amendment No. 3
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 16, 2000
U.S. WIRELESS DATA, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State of Other Jurisdiction of Incorporation)
0-22848
(Commission File Number)
84-1178691
(I.R.S. Employer Identification No.)
750 Lexington Avenue
New York, New York 10022
(Address of principal executive
offices including zip code)
(212) 750-7766
(Registrant's telephone number,
including area code)
(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
This Amendment No. 3 hereby amends information contained in Item 7 of
Amendment No. 2 to the Current Report on Form 8-K filed by U.S. Wireless Data,
Inc. with the Securities and Exchange Commission on November 30, 2000 relating
to its acquisition of substantially all of the assets of CellGate Technologies
LLC on November 16, 2000.
On November 16, 2000, U.S. Wireless Data, Inc. (the "Company") acquired
substantially all of the assets, subject to certain liabilities, of CellGate
Technologies LLC, a Delaware limited liability company ("CellGate"), pursuant to
that certain Asset Purchase Agreement dated October 30, 2000 by and between the
Company and CellGate (the "Agreement"). CellGate is the leading manufacturer of
integrated wireless IP (Internet Protocol) modem adapters and a provider of
wireless IP services for transaction processing. The modem adapters offer a
cost-efficient means for merchants to convert their credit card terminals from
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landline to wireless data transmission and the contemplated acquisition is
designed to accelerate the Company's expansion into the fixed wireless market.
The assets that were acquired include an exclusive (except as to AT&T Wireless
and its affiliates) license to the AT&T Wireless technology that makes the
conversion from landline to wireless transaction possible for traditional
dial-up point of sale terminals and other dial-up devices. The Company intends
to use CellGate's assets for the same purposes as previously utilized.
The acquisition was made for One Million Dollars ($1,000,000) and Five
Hundred Sixty-Two Thousand Five Hundred (562,500) shares of the Company's Common
Stock. The Company has agreed, subject to certain conditions, to pay additional
consideration to CellGate, if the average Closing Price (as defined in the
Agreement) of the Company's Common Stock for the Twenty (20) consecutive trading
days ending with the trading day immediately preceding the one-year anniversary
of the closing date is less than $16.00 per share as adjusted for any stock
splits, stock dividends or similar events. Such additional consideration shall
be an amount equal to: (i) the number of the shares which have not previously
been sold or transferred, subject to certain exceptions, multiplied by (ii) the
amount, if any, not to exceed $10.00, by which such average Closing Price (as
defined in the "Agreement") is less than $16.00. No less than 50% of such amount
shall be paid in cash, and the balance shall be paid, at the Company's option,
in cash or shares of Common Stock having a value, based on such average Closing
Price provided that such average Closing Price for such purposes shall not be
less than $6.00 per share, the option, prior to the anniversary of the closing.
The Company is not required to pay the additional consideration as to any shares
remaining with CellGate and its members if, (i) for a period of at least Twenty
(20) consecutive trading days the average price of the Common Stock is at least
$16.00 per share, (ii) the average weekly trading volume for such period is at
least 140,000 shares, and (iii) the shares issued to CellGate are registered for
resale under the Securities Act of 1933 and are free of the lock-up (as
described in Section 2.02 of the Agreement), to purchase all or a portion of the
remaining shares at a price of $32.00 per share, payable in cash.
The Company considered, among other things, the value of the
above-mentioned exclusive license as well as the potential additional revenue
generated from CellGate's customer contracts in determining the consideration
furnished for CellGate's assets.
Item 7. Financial Statements, Pro forma Financial Information and Exhibits.
(a) Financial statements of business acquired.
Included in this filing are the audited Balance Sheet as of
September 30, 2000 and the Statement of Operations, Statement of
Cash Flows and the Statement of Changes in Member's Capital for the
acquired company, Cellgate Technologies LLC, for the 12 month
period ended December 31, 1998 and December 31, 1999. In addition,
included are the unaudited Balance Sheet as of September 30, 2000
and the Statement of Operations, Statement of Cash Flows and the
Statement of Changes in Member's Capital for the nine (9) month
period ended September 30, 2000 of Cellgate Technologies LLC.
(b) Pro forma financial information.
Included in this filing are the unaudited Pro Forma Condensed
Financial Statements giving effect to the purchase of certain net
assets of Cellgate Technologies LLC by U.S. Wireless Data, Inc.
These pro forma condensed financial statements are presented for
illustrative purposes only. The pro forma adjustments are based
upon available information and certain assumptions that management
believes are reasonable. The unaudited Pro Forma Financial
Statements are represented by the Condensed Balance Sheet as of
September 30, 2000 and for the nine (9) month period ended
September 30, 2000 and the Statement of Operations for the twelve
(12) month period ended June 30, 2000 and for the three (3) month
period ended September 30, 2000.
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(c) Exhibits
*99.1 Press Release dated as of October 31, 2000.
99.2 Financial Statements listed in Item 7(a) above.
99.3 Pro forma Financial Statements listed in Item 7(b) above.
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*previously filed
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this amendment to be signed on its
behalf by the undersigned hereunto duly authorized.
U.S. WIRELESS DATA, INC.
(Registrant)
Dated February 1, 2001 By: /s/ Dean M. Leavitt
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Name: Dean M. Leavitt
Title: Chairman & Chief Executive Officer