-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Mg4428whZAXkLpESo+xzAQYCielNACi6+6yv06X5Xk1bhwHYHlcrcMr412MEEN5R RAkF9fpg7cN7i0vn447Rvg== 0000914317-03-001201.txt : 20030411 0000914317-03-001201.hdr.sgml : 20030411 20030411170111 ACCESSION NUMBER: 0000914317-03-001201 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030411 GROUP MEMBERS: CONCORDE EQUITY,LLC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FITZGERALD ROBERT E CENTRAL INDEX KEY: 0001226380 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 8000 LEE HIGHWAY CITY: FALLS CHURCH STATE: VA ZIP: 22042 BUSINESS PHONE: 7032050600 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELAXIS COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000712511 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 042751645 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58753 FILM NUMBER: 03647508 BUSINESS ADDRESS: STREET 1: 20 INDUSTRIAL DRIVE EAST CITY: SOUTH DEERFIELD STATE: MA ZIP: 01373 BUSINESS PHONE: 4136658551 MAIL ADDRESS: STREET 1: 20 INDUSTRIAL DRIVE EAST STREET 2: P O BOX 109 CITY: SOUTH DEERFEILD STATE: MA ZIP: 013730109 FORMER COMPANY: FORMER CONFORMED NAME: MILLITECH CORP DATE OF NAME CHANGE: 19990913 SC 13D 1 form13dfitzgerald51466.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Telaxis Communication Corporation --------------------------------- (Name of Issuer) Common Stock, par value $.01 per share -------------------------------------- (Title of Class of Securities) 879202 10 9 ----------- (CUSIP Number) David L. Renauld, Esq. 20 Industrial Drive East South Deerfield, MA 01373 (413)665-8551 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 1, 2003 ----------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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 in 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). 879202 10 9 Page 2 of 10 (CUSIP Number) - -------------------------------------------------------------------------------- 1) Names of Reporting Persons Concorde Equity, LLC I.R.S. Identification Nos. of Above Persons (entities only) - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- (7) Sole Voting Power NUMBER OF 20,663,267 - -------------------------------------------------------------------------------- SHARES (8) Shared Voting Power BENEFICIALLY OWNED BY Not Applicable - -------------------------------------------------------------------------------- EACH (9) Sole Dispositive Power REPORTING PERSON 20,663,267 - -------------------------------------------------------------------------------- WITH (10) Shared Dispositive Power Not Applicable - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 20,663,267 - -------------------------------------------------------------------------------- 12)Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ X ] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 38.1% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- 879202 10 9 Page 3 of 10 (CUSIP Number) - -------------------------------------------------------------------------------- 1) Names of Reporting Persons Robert E. Fitzgerald I.R.S. Identification Nos. of Above Persons (entities only) - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (b) X - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) OO - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization United States - -------------------------------------------------------------------------------- (7) Sole Voting Power NUMBER OF 20,745,767 ------------------------------------------------- SHARES (8) Shared Voting Power BENEFICIALLY OWNED BY Not Applicable -------------------------------------------------- EACH (9) Sole Dispositive Power REPORTING PERSON 20,745,767 -------------------------------------------------- WITH (10) Shared Dispositive Power Not Applicable -------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 20,745,767 - -------------------------------------------------------------------------------- 12)Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ X ] - -------------------------------------------------------------------------------- 13)Percent of Class Represented by Amount in Row (11) 38.2% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) IN - -------------------------------------------------------------------------------- 879202 10 9 Page 4 of 10 (CUSIP Number) Item 1. Security and Issuer. --------------------- This statement on Schedule 13D relates to the common stock, par value $.01 per share, of Telaxis Communications Corporation, a Massachusetts corporation ("Telaxis"). The principal executive offices of Telaxis are located at 8000 Lee Highway, Falls Church, VA 22042. Item 2. Identity and Background. ------------------------ This statement on Schedule 13D is being filed by Concorde Equity, LLC ("Concorde") and Robert E. Fitzgerald (together, the "Reporting Parties" and each, a "Reporting Party"). (I) Concorde: Concorde is a Delaware limited liability company with a principal business and principal office address of 8000 Lee Highway, Falls Church, VA 22042. The principal business of Concorde is making equity investments in companies and real estate. During the last five years, Concorde has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, Concorde was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Concorde 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. (II) Robert E. Fitzgerald: (a) The name of the individual filing this statement on Schedule 13D is Robert E. Fitzgerald. (b) Mr. Fitzgerald's business address is 8000 Lee Highway, Falls Church, VA 22042. (c) Mr. Fitzgerald is a Director and Chief Executive Officer of Telaxis, which has principal executive offices located at 8000 Lee Highway, Falls Church, VA 22042. Telaxis is a developer and supplier of wireless communications equipment. (d) During the last five years, Mr. Fitzgerald has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, Mr. Fitzgerald was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which Mr. Fitzgerald 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. 879202 10 9 Page 5 of 10 (CUSIP Number) (f) Mr. Fitzgerald is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. -------------------------------------------------- Concorde acquired the shares of common stock of Telaxis described in this statement on Schedule 13D as a result of the strategic combination (the "Combination") of Telaxis and Young Design, Inc. ("YDI"), which was completed on April 1, 2003 pursuant to an Agreement and Plan of Merger, dated as of March 17, 2003 (the "Combination Agreement"). Prior to the Combination, YDI was owned by two stockholders. Concorde owned 8,265,307 shares of YDI common stock, and Michael F. Young owned 6,734,693 shares of YDI common stock. Mr. Fitzgerald and Mr. Young were two of the three members of the Board of Directors of YDI. Mr. Fitzgerald was Chief Executive Officer of YDI, and Mr. Young was President and Chief Technical Officer of YDI. Mr. Fitzgerald owns approximately 58.7% of the membership interests of Concorde and is President and Managing Member of Concorde. Mr. Fitzgerald's eldest daughter owns approximately 6.5% of the membership interests of Concorde. Mr. Fitzgerald's second daughter owns approximately 6.5% of the membership interests of Concorde. Mr. Fitzgerald's eldest son owns approximately 2.2% of the membership interests of Concorde. These three minor children reside with Mr. Fitzgerald. In the Combination, Telaxis formed a subsidiary, WFWL Acquisition Corporation, that merged with and into YDI and each outstanding share of YDI common stock was converted into the right to receive 2.5 shares of Telaxis common stock. This exchange ratio was determined through arms-length negotiation between YDI and Telaxis. As a result of the Combination, Concorde's YDI common stock was converted into 20,663,267 shares of Telaxis common stock and Mr. Young's YDI common stock was converted into 16,836,732 shares of Telaxis common stock. In the Combination, Telaxis assumed each outstanding option to purchase shares of YDI common stock and converted them into options to purchase shares of Telaxis common stock. The exercise price and number of shares obtainable upon exercise of each such option was adjusted based on the exchange ratio. Prior to the Combination, Mr. Fitzgerald held options to purchase 66,000 shares of YDI's common stock at a per share exercise price of $1.00. As a result of the Combination, Mr. Fitzgerald now holds options to purchase 165,000 shares of Telaxis common stock at a per share exercise price of $.40. As of the date of this statement on Schedule 13D, options to purchase 82,500 shares are exercisable. Options to purchase an additional 20,625 shares will become exercisable on each of November 4, 2003, November 4, 879202 10 9 Page 6 of 10 (CUSIP Number) 2004, November 4, 2005, and November 4, 2006. Mr. Fitzgerald intends to use his personal assets to pay the exercise price for any of these options that he may choose to exercise. Item 4. Purpose of Transaction. ----------------------- The information set forth in Item 3 above is hereby incorporated herein by reference. The Reporting Parties acquired the shares of Telaxis common stock held by them in order to obtain a substantial equity position in Telaxis for investment purposes. The Reporting Parties believed that the Combination was attractive for a number of business reasons, including the synergies between Telaxis and YDI and obtaining a more liquid security. Pursuant to the Combination Agreement, Telaxis has agreed to submit for approval by its stockholders, at the next meeting of its stockholders (currently expected by the Reporting Parties to occur in June 2003), a proposal to change the corporate name of Telaxis to "YDI Wireless, Inc." and has agreed to use "YDI Wireless" as a trade name prior to such formal name change. In addition, to the knowledge of the Reporting Parties, following this contemplated name change, Telaxis will take all actions necessary so that the Telaxis common stock will trade under a ticker symbol different than Telaxis' current ticker symbol of "TLXS." In the Combination Agreement, it was contemplated that Mr. Fitzgerald would be Chief Executive Officer and President of Telaxis following the Combination and that Mr. Young would be Chief Technical Officer of Telaxis following the Combination. Shortly after the completion of the Combination, the Telaxis Board of Directors elected Mr. Fitzgerald as Chief Executive Officer of Telaxis and Mr. Young as President and Chief Technical Officer of Telaxis. The Reporting Parties have engaged in discussions with Dr. John L. Youngblood and are currently considering actions that may result in the resignation or removal of Dr. John L. Youngblood from the Board of Directors of Telaxis. The Reporting Parties are still in the process of considering these items and may or may not take any or all of these actions. The Reporting Parties may, at any time and from time to time, review or reconsider their position and/or formulate plans or proposals with respect thereto. Although no Reporting Party currently has any specific plan or proposal to acquire or dispose of Telaxis common stock, each Reporting Party, at any time and from time to time, may acquire additional shares of Telaxis common stock or dispose of any or all of its or his shares of Telaxis common stock depending upon an ongoing evaluation of its or his investment in Telaxis common stock, applicable legal restrictions, prevailing market conditions, other investment opportunities, liquidity requirements of such Reporting Party, and/or other investment considerations. 879202 10 9 Page 7 of 10 (CUSIP Number) In the Combination Agreement, Telaxis agreed to prepare and file with the Securities and Exchange Commission, sometime in the first half of calendar year 2004, a registration statement with respect to the shares of Telaxis common stock issued in connection with the Combination. Those shares were initially issued to the former YDI stockholders (including Concorde) in a transaction exempt from the registration requirements of federal securities law. The Board of Directors may grant Mr. Fitzgerald additional employee stock options from time to time in the future for compensatory and other purposes. In addition, each Reporting Party may engage in communications with one or more other stockholders of Telaxis, one or more officers of Telaxis, one or more members of the Board of Directors of Telaxis, and/or one or more other representatives of Telaxis regarding Telaxis, including but not limited to its operations and management. Each Reporting Party may discuss ideas that, if effected, may relate to, or may result in, any of the matters listed in Items 4(a)-(i) of Schedule 13D. Other than as described above, no Reporting Party currently has any plan or proposal which relates to, or would result in, any of the matters listed in Items 4(a)-(i) of Schedule 13D, although each Reporting Party may, at any time and from time to time, review or reconsider its or his position and/or change its or his purpose and/or formulate plans or proposals with respect thereto. The information set forth in this Item 4 is qualified in its entirety by reference to the Combination Agreement (Exhibit 1 hereto) and the other exhibits hereto, each of which is incorporated by reference herein in its entirety. Item 5. Interest in Securities of the Issuer. ------------------------------------- (I) Concorde: (a) As of the date of this statement on Schedule 13D, Concorde beneficially owns 20,663,267 outstanding shares of Telaxis common stock. Based on the 54,208,312 outstanding shares of Telaxis common stock as of the date of this statement on Schedule 13D, Concorde beneficially owns approximately 38.1% of Telaxis' common stock. (b) Concorde has the sole power to vote or to direct the vote and the sole power to dispose of or to direct the disposition of all the securities described in Item 5(a) above. (c) Concorde has not effected any transaction in Telaxis common stock during the past 60 days, except as disclosed herein. (d) Not Applicable. (e) Not Applicable 879202 10 9 Page 8 of 10 (CUSIP Number) (II) Robert E. Fitzgerald: (a) As of the date of this statement on Schedule 13D, Mr. Fitzgerald beneficially owns 20,745,767 shares of Telaxis common stock, consisting of 20,663,267 outstanding shares of Telaxis common stock held of record by Concorde and options held by Mr. Fitzgerald which are exercisable within 60 days of the date of this statement to acquire an additional 82,500 shares of Telaxis common stock. See Item 3 above. Based on the 54,208,312 outstanding shares of Telaxis common stock as of the date of this statement on Schedule 13D, Mr. Fitzgerald beneficially owns approximately 38.2% of Telaxis' common stock. Mr. Fitzgerald hereby disclaims beneficial ownership of the 20,663,267 outstanding shares of Telaxis common stock held of record by Concorde except to the extent of his pecuniary interest therein. (b) Mr. Fitzgerald has the sole power to vote or to direct the vote and the sole power to dispose of or to direct the disposition of all the securities described in Item 5(a) above. (c) Mr. Fitzgerald has not effected any transaction in Telaxis common stock during the past 60 days, except as disclosed herein. (d) Not Applicable. (e) Not Applicable. Each of the Reporting Parties does not affirm the existence of any group, disclaims membership in any group, and disclaims beneficial ownership of the 16,836,732 outstanding shares of Telaxis common stock and any and all other Telaxis securities held by Mr. Young. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to ------------------------------------------------------------------------ Securities of the Issuer. ------------------------- The information set forth in Item 5 above is hereby incorporated herein by reference. Item 7. Material to be Filed as Exhibits. --------------------------------- 1. Joint Filing Agreement, dated as of April 11, 2003, between Concorde Equity, LLC and Robert E. Fitzgerald (filed herewith). 2. Agreement and Plan of Merger, dated as of March 17, 2003, by and between Telaxis Communications Corporation and Young Design, Inc.* 3. Indemnification Agreement, dated as of March 17, 2003, by and among 879202 10 9 Page 9 of 10 (CUSIP Number) Telaxis Communications Corporation, Merry Fields, LLC, Concorde Equity, LLC, and Michael F. Young.* 4. Investor Agreement, dated as of March 17, 2003, by and between Telaxis Communications Corporation and Concorde Equity, LLC.* 5. Investor Agreement, dated as of March 17, 2003, by and between Telaxis Communications Corporation and Michael F. Young.* 6. Amendment No. 2 to Rights Agreement, dated as of March 17, 2003, by and between Telaxis Communications Corporation and Registrar and Transfer Company.* * Incorporated by reference to the like-named exhibit to Telaxis Communications Corporation's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 20, 2003. 879202 10 9 Page 10 of 10 (CUSIP Number) Signature - --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 11, 2003 CONCORDE EQUITY, LLC By: /s/ Robert E. Fitzgerald --------------------------- Robert E. Fitzgerald, President and Managing Member Date: April 11, 2003 /s/ Robert E. Fitzgerald - -------------------------------- Robert E. Fitzgerald EX-1 3 exhibit1.txt JOINT FILING AGREEMENT The undersigned, being duly authorized thereunto, hereby execute this agreement for inclusion as an exhibit to a Schedule 13D with respect to the Common Stock, par value $.01 per share, of Telaxis Communications Corporation to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file such Schedule 13D, and any amendments or supplements thereto, jointly on behalf of each such party. Dated: April 11, 2003 CONCORDE EQUITY, LLC By:/s/ Robert E. Fitzgerald /s/ Robert E. Fitzgerald --------------------------- ----------------------------- Robert E. Fitzgerald, Robert E. Fitzgerald President and Managing Member -----END PRIVACY-ENHANCED MESSAGE-----