FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/04/2004 |
3. Issuer Name and Ticker or Trading Symbol
SPEEDCOM WIRELESS CORP [ SPWC ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock, par value $0.001 per share | 32,243,304 | I(1) | See Footnote(2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrant | 06/11/2001(3) | 06/11/2006 | Common Stock | 146,667 | $2.5 | I | See Footnote(2) |
Warrant | 08/23/2000(4) | 08/23/2006 | Common Stock | 1,687,084 | $2.5 | I | See Footnote(2) |
Explanation of Responses: |
1. On February 4, 2004, S.A.C. Capital Associates, LLC, an Anguillan limited liability ("Associates"), exchanged all 1,608,854 shares of Series B Convertible Preferred Stock of the Issuer held by it for 32,243,304 shares of Common Stock at an exchange price of $0.12 per share pursuant to a Recapitalization Agreement dated December 31, 2003 among the Issuer, Associates and the other holders of Series B Convertible Preferred Stock named therein. |
2. The securities to which this report relates are held by Associates, for whom the Reporting Person is an investment manager. Pursuant to investment agreements, the Reporting Person shares all investment and voting power with respect to the securities held by Associates. In accordance with Instruction 5(b)(iv), the entire amount of the Issuer's securities held by Associates is reported herein. The Reporting Person disclaims any beneficial ownership of any of the Issuer's securities to which this report relates for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, except to the extent of its indirect pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes. |
3. Associates does not have the right to exercise any of the rights under this warrant to the extent that, as a result of such exercise, the aggregate number of shares of Common Stock beneficially owned by it and its affiliates would exceed 9.99% of the oustanding shares of Common Stock of the Issuer following such exercise. |
4. Associates does not have the right to exercise any of the rights under this warrant to the extent that, as a result of such exercise, the aggregate number of shares of Common Stock beneficially owned by it and its affiliates would exceed 4.99% of the oustanding shares of Common Stock of the Issuer following such exercise. |
Peter A. Nussbaum | 02/13/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |