2 million shares goes to 3 million March 1, look out below: convert registration!: "Each share of Series B Preferred Stock is convertible, at the option of the holder, into approximately 67 shares of Common Stock until March 2000, after which each such share is convertible into 100 shares of Common Stock.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
U.S. Wireless Corporation
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(Name of issuer)
Common Stock, par value $0.01 per share
---------------------------------------
(title of class of securities)
90339C106
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(CUSIP number)
Albert S. Dandridge, III, Esquire
Mesirov Gelman Jaffe Cramer & Jamieson, LLP
1735 Market Street
Philadelphia, PA 19103
215-994-1257
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(Name, address and telephone number of persons authorized to
receive notices and communications)
March 3, 1999
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-l(b)(3) or (4), check the
following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-l(a) for other parties to whom copies are to
be sent.
-------------------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 90339C106 13D Page 2 of 8
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1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| Global Technologies, Ltd.
|
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
| (b) |X|
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3 | SEC USE ONLY
|
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4 | SOURCE OF FUNDS
| WC
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5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
| PURSUANT TO ITEMS 2(d) OR 2(e) |_|
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6 | CITIZENSHIP OR PLACE OF ORGANIZATION
| DELAWARE
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| 7 | SOLE VOTING POWER
| 2,000,000*|
| |
NUMBER OF SHARES |-----------|--------------------------------
BENEFICIALLY | 8 | SHARED VOTING POWER
OWNED BY EACH | -0- |
REPORTING PERSON | |
WITH |-----------|--------------------------------
| 9 | SOLE DISPOSITIVE POWER
| 2,000,000*|
| |
|-----------|--------------------------------
| 10 | SHARED DISPOSITIVE POWER
| -0- |
| |
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
| 2,000,000*
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
| SHARES |_|
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
| 11.15%*
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14 | TYPE OF REPORTING PERSON
| CO
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*The Series B Preferred Stock of the Company held by the Reporting Person is
convertible until March 2000 into 2,000,000 shares of Common Stock of the
Company. Thereafter, the Series B Preferred Stock is convertible into 3,000,000
shares of Common Stock. Assuming no further issuances of equity by the Company
until that date, the 3,000,000 shares of Common Stock will represent
approximately 15.25% of the outstanding Common Stock of the Company.
<PAGE>
Item 1. Security and Issuer
This statement on Schedule 13D relates to the Common Stock, par value $0.01
per share (the "Common Stock") of U.S. Wireless Corporation, a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 2303 Camino Ramon, Suite 200, San Ramon, California 94583.
Item 2. Identity and Background
(a) This statement is being filed by Global Technologies, Ltd. (formerly
Interactive Flight Technologies, Inc.) herein referred to as the "Reporting
Person." The Reporting Person is a Delaware corporation.
(b) The business address of the Reporting Person is 1811 Chestnut Street,
Suite 120, Philadelphia, Pennsylvania 19103.
(c) The Reporting Person is a publicly held diversified technology-based
company. For information required by instruction C to Schedule 13D with respect
to the executive officers and directors of the Reporting Person, reference is
made to Exhibit I annexed hereto and incorporated herein by reference.
(d) The Reporting Person has not, during the last five (5) years, been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) The Reporting Person has not, during the last five (5) years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the Reporting Person was subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(f) Not Applicable.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to a Securities Purchase Agreement dated as of March 3, 1999 and
amended as of March 23, 1999 and July 20, 1999 (the "Securities Purchase
Agreement") by and among the Company and Interactive Flight Technologies, Inc.,
Liberty Ventures I, L.P. and WT Holding, Inc. (the "Investors"), the Investors
were entitled, subject to compliance with the terms and conditions set forth
therein to purchase 50,000 shares of Series B Preferred Stock (the "Series B
Preferred Stock"), of the Company for an aggregate consideration of $5,000,000.
Pursuant to the Securities Purchase Agreement, the Reporting Person purchased an
aggregate of 30,000 shares of Series B Preferred Stock for an aggregate cash
purchase price of $3,000,000. The Reporting Person obtained funds to make its
purchase from its working capital.
<PAGE>
Item 4. Purpose of Transaction
The Reporting Person purchased the Series B Preferred Stock for general
investment purposes and retains the right to change its investment intent.
Subject to market conditions and other factors, including the provisions of
Securities Purchase Agreement and the registration rights provisions included
therein, the Reporting Person may acquire or dispose of securities of the
Company from time to time in future open-market, privately negotiated or other
transactions.
Each share of Series B Preferred Stock is convertible, at the option of the
holder, into approximately 67 shares of Common Stock until March 2000, after
which each such share is convertible into 100 shares of Common Stock. |
