SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 2)*
U.S. Wireless Corporation
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(Name of issuer)
Common Stock, par value $0.01 per share
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(title of class of securities)
90339C106
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(CUSIP number)
S. Lance Silver
General Counsel
Global Technologies, Ltd.
1811 Chestnut Street, Suite 120
Philadelphia, PA 19103
215.972.8191
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(Name, address and telephone number of persons authorized to
receive notices and communications)
February 15, 2001
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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).
SCHEDULE 13D
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CUSIP NO. 90339C106 Page 2 of 8 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Global Technologies, Ltd.
86-0970492
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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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 CITZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
830,500
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 830,500
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
830,500
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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)
3.9%
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14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
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CUSIP NO. 90339C106 Page 3 of 8 Pages
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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 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person currently beneficially owns 830,500 shares of the
Common Stock. This number represents approximately 3.9% of the outstanding
Common Stock.
(b) The Reporting Person has sole investment and voting power with respect
to the shares of Common Stock that are the subject of this Schedule 13D. Neither
the filing of this Schedule 13D nor any of its contents shall be deemed to
constitute an admission that the Reporting Person is the beneficial owner of any
shares of Common Stock other than those that are the subject of this Schedule
13D.
SCHEDULE 13D
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CUSIP NO. 90339C106 Page 4 of 8 Pages
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(c) The table below lists the transactions in the Common Stock effected by
the Reporting Person during the past 60 days. All of the below transactions were
sales in the open market.
AVERAGE
NUMBER OF PRICE PER
DATE SHARES SOLD GROSS PROCEEDS SHARE
---- ----------- -------------- -----
18-Dec-00 10,000 $ 51,687.50 $ 5.169
19-Dec-00 34,000 $ 161,500.00 $ 4.750
The Reporting Person also entered into a Settlement Agreement with
Advantage Fund II Ltd. ("Advantage") and Koch Investment Group Ltd. ("Koch") on
January 31, 2001, which was held in escrow and not delivered until it became
effective on February 15, 2001. Between February 2000 and October 2000,
Advantage and Koch invested an aggregate of $21.0 million into the Reporting
Person.
The first investment occurred on February 16, 2000 in which the Reporting
Person issued $10.0 million of its Series C 5% Convertible Preferred Stock (the
"Preferred Stock") to Advantage and Koch. On June 8, 2000, the Reporting Person
issued $4.0 million of secured convertible notes to Advantage and Koch. The
Reporting Person subsequently redeemed $3.0 million of these notes and Koch
converted the remaining $1.0 million, thus, these notes were satisfied in full
and canceled as of October 25, 2000. On October 3, 2000, the Reporting Person
issued an additional $7.0 million of secured convertible notes (the "October
Notes") to Advantage and Koch. These notes were secured by a pledge of 866,538
shares of Common Stock.
SCHEDULE 13D
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CUSIP NO. 90339C106 Page 5 of 8 Pages
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The terms of the Stock Pledge Agreement executed and delivered in
connection with issuance of the October Notes required that the Reporting Person
maintain collateral coverage of 150%, and, in the event that such coverage fell
below 150%, that the Reporting Person deliver additional shares of Common Stock
so as to bring the collateral coverage back to 200%.
The price per share of Common Stock fell such that the collateral coverage
under the Stock Pledge Agreement fell below the 150% threshold, and, in response
to such occurrence, Advantage and Koch requested that the Reporting Person
deposit additional shares of Common Stock to remedy such deficiency.
The Reporting Person and the investors engaged in negotiations regarding
the deposit of additional shares of Common Stock, but such negotiations
terminated without resolution. Advantage and Koch ultimately filed a complaint
(the "Complaint") and obtained a Temporary Restraining Order ("TRO") prohibiting
the Reporting Person and its Chairman and Chief Executive Officer from selling,
conveying, pledging or otherwise transferring any shares of Common Stock until
resolution of the matters covered in the Complaint and dissolution of the TRO.
Ultimately, the Reporting Person and Advantage and Koch agreed to resolve
their differences pursuant to the Settlement Agreement, a copy of which is
attached hereto as Exhibit 1, that provides in general for the following:
* The Reporting Person transfers ownership of an aggregate of 1,380,000
shares of Common Stock to Advantage and Koch in return for the October
Notes and related Stock Pledge Agreement being deemed satisfied in
full and canceled;
* The Preferred Stock be amended such that it may convert into no more
than 18.5% (approximately 1.99 million shares) of the Company's Class
A common stock outstanding on the date of execution of the Settlement
Agreement (the "Execution Date");
* The Reporting Person registers for resale the shares of Class A common
stock into which the Preferred Stock converts that are not already
registered for resale;
* The Reporting Person issues unsecured, non-convertible notes to
Advantage (in the principal amount of $4,800,000) and Koch (in the
principal amount of $3,200,000);
* The warrants held by Advantage (123,055) and Koch (102,870) be
re-priced so that the exercise prices thereof equal 115% of market on
the day prior to the Execution Date;
* The Complaint be dismissed with prejudice and the TRO be dissolved;
and
* The Reporting Person, Advantage and Koch exchange mutual releases.
(d) Not Applicable.
SCHEDULE 13D
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CUSIP NO. 90339C106 Page 6 of 8 Pages
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(e) As a result of the disposition of shares pursuant to the Settlement
Agreement discussed above, the Reporting Person maintains beneficial ownership
of 830,500 shares of Common Stock, representing 3.9% of the outstanding Common
Stock. The Reporting Person therefore ceased to be the beneficial owner of more
than 5% of the Common Stock on February 15, 2001.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
See the description of the Settlement Agreement in Item 5 above, and a copy
of the Settlement Agreement is attached hereto as Exhibit 1.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Settlement Agreement among the Reporting Person, Advantage and Koch is
attached hereto as Exhibit 1.
SCHEDULE 13D
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CUSIP NO. 90339C106 Page 7 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
GLOBAL TECHNOLOGIES, LTD.
Dated: February 20, 2001 /s/ Irwin L. Gross
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Irwin L. Gross, Chairman
SCHEDULE 13D
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CUSIP NO. 90339C106 Page 8 of 8 Pages
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Schedule I
Information with Respect to Executive
Officers and Directors of the Undersigned
The following sets forth as to each of the executive officers and directors
of the undersigned: his name; his business address; and his present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted. Unless
otherwise specified, the principal employer of each such individual is Global
Technologies, Ltd., the business address of each of which is 1811 Chestnut
Street, Suite 120, Philadelphia, Pennsylvania 19103, and each such individual
identified below is a citizen of the United States. To the knowledge of the
undersigned, during the last five years, no such person has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), and
no such person was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he was or is 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 except as reported in Item 2(d) of this
Schedule 13D.
CORPORATE OFFICERS
Irwin L. Gross
Chief Executive Officer
Patrick J. Fodale
Vice President and Chief Financial Officer
David N. Shevrin
Vice President and Secretary
S. Lance Silver
General Counsel
BOARD OF DIRECTORS
Irwin L. Gross
Chairman of the Board and
Chief Executive Officer of
Global Technologies, Ltd.
Charles T. Condy 244 California Street, Suite 510
Chairman and Chief Executive Officer of San Francisco, California 94111
Next Century Restaurants, Inc.
Stephen Schachman 1650 Market Street, 39th Floor
Owner, Public Affairs Management Philadelphia, Pennsylvania 19103
Dr. M. Moshe Porat 111 Speakman Hall
Dean of the School of Business Philadelphia, Pennsylvania 19122
and Management at Temple University