-----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, VEh/ceRfHdbCyGLMK7fn0J7AyVRrlPMbvtEPkgyuQAExdKB00ycWY68JoamRPtdE Z3vuRMCbMZnFfcXReyAe+w== 0001169232-09-000688.txt : 20090209 0001169232-09-000688.hdr.sgml : 20090209 20090209142214 ACCESSION NUMBER: 0001169232-09-000688 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20090209 DATE AS OF CHANGE: 20090209 GROUP MEMBERS: PHYLLIS QUASHA GROUP MEMBERS: Q MANAGEMENT SERVICES LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PROXIM WIRELESS CORP CENTRAL INDEX KEY: 0000712511 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 042751645 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58753 FILM NUMBER: 09580818 BUSINESS ADDRESS: STREET 1: 881 NORTH KING STREET STREET 2: SUITE 100 CITY: NORTHAMPTON STATE: MA ZIP: 01060 BUSINESS PHONE: 4135841425 MAIL ADDRESS: STREET 1: 881 NORTH KING STREET STREET 2: SUITE 100 CITY: NORTHAMPTON STATE: MA ZIP: 01060 FORMER COMPANY: FORMER CONFORMED NAME: TERABEAM, INC. DATE OF NAME CHANGE: 20051107 FORMER COMPANY: FORMER CONFORMED NAME: YDI WIRELESS, INC. DATE OF NAME CHANGE: 20051103 FORMER COMPANY: FORMER CONFORMED NAME: TERABEAM, INC DATE OF NAME CHANGE: 20051102 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Brean Murray Carret Group Inc. CENTRAL INDEX KEY: 0001449359 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: TROPIC ISLE BUILDING STREET 2: P O BOX 3331 CITY: ROAD TOWN TORTOLA STATE: D8 ZIP: VG 1110 BUSINESS PHONE: 212-848-9801 MAIL ADDRESS: STREET 1: TROPIC ISLE BUILDING STREET 2: P O BOX 3331 CITY: ROAD TOWN TORTOLA STATE: D8 ZIP: VG 1110 SC 13D 1 d76065_sc13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- 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. __________ )(1) PROXIM WIRELESS CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK - -------------------------------------------------------------------------------- (Title of Class of Securities) 744285107 - -------------------------------------------------------------------------------- (CUSIP Number) Brean Murray Carret Group Inc. 40 West 57th Street 20th Floor New York, New York 10019 (212) 231-3918 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 5, 2009 - -------------------------------------------------------------------------------- (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 Rule 13d-1(e), 13d-1(f) or 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. (Continued on following pages) (Page 1 of 6 Pages) - ---------- (1) 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 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). CUSIP No. _________ 13D Page 2 of 6 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Brean Murray Carret Group Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,201,501 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 1,201,501 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,201,501 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. __________ 13D Page 3 of 6 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Q Management Services (PTC) Ltd. as Trustee of the PQ II Trust and as Trustee of the PQ III Trust - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES 1,201,501 BENEFICIALLY OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,201,501 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,201,501 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. __________ 13D Page 4 of 6 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON Phyllis Quasha - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Australia - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 0 ----------------------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,201,501 OWNED BY ----------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON 0 WITH ----------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,201,501 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,201,501 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. _________ 13D Page 5 of 6 Pages - -------------------------------------------------------------------------------- Item 1. Security and Issuer. This statement relates to the Common Stock, par value $.01 per share (the "Common Stock") of Proxim Wireless Corporation (the "Company"). The Company has its principal executive offices at 1561 Buckeye Drive, Milpitas, California, 95035. - -------------------------------------------------------------------------------- Item 2. Identity and Background. This statement on Schedule 13D (the "Statement") is being jointly filed by each of the following persons (being herein collectively referred to as the "Reporting Persons") pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), with respect to the Common Stock: Brean Murray Carret Group Inc., a British Virgin Islands company ("Brean"); Vicali Services (BVI) Inc., a British Virgin Islands company ("Vicali"); Q Management Services (PTC) Ltd., as Trustee of the PQ II Trust, a trust administered under the laws of the British Virgin Islands ("PQ II"); Q Management Services (PTC) Ltd., as Trustee of the PQ III Trust, a trust administered under the laws of the British Virgin Islands ("PQ III"); Q Management Services (PTC) Ltd., a British Virgin Islands company ("Q Management"); and Phyllis Quasha ("Quasha"). The Reporting Persons are making a single joint filing pursuant to Rule 13d-1(k)(1) of the Act. Q Management, as Trustee of PQ II and as Trustee of PQ III, own all of the capital stock of Brean. Vicali is the sole director of Brean, and Susan Demers, a United States citizen ("Demers"), and Margaret Price Findlay, a citizen of Trinidad and Tobago ("Findlay"), are the directors of Brean. Each of PQ II and PQ III are revocable trusts. Q Management is the sole trustee of each of PQ II and PQ III. Vicali is the sole director of Q Management. Quasha, an Australian citizen, is the settlor of each of PQII and PQIII and, as such, is in a position, indirectly, to determine the investment and voting positions made by Brean. The principal business address and principal business or occupation of each Reporting Person is as follows: Name and Business Address Principal Business or Occupation Brean Murray Carret Group Inc. Investment holding company Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG 1110 PQ II Trust Trust Q Management Services (PTC) Ltd., as Trustee Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG 1110 PQ III Trust Trust Q Management Services (PTC) Ltd., as Trustee Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG 1110 Q Management Services (PTC) Ltd. Private trust company Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG 1110 Phyllis Quasha Retired Lyford Suites Suite 12 Lyford Cay Club Nassau, New Providence The Bahamas Vicali Services (BVI) Inc. Company administration Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG 1110 Susan Demers Attorney Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG 1110 Margaret Price Findlay Attorney Tropic Isle Building P.O. Box 3331 Road Town, Tortola British Virgin Islands VG 1110 During the past five years, no Reporting Person and, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors)or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As described in Item 5(c) below, Brean Murray Carret Group Inc. acquired the 1,201,501 shares of Common Stock and financed the purchase through cash on hand. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Reporting Person acquired the shares of Common Stock of the Issuer for general investment purposes. The Reporting Person will continuously evaluate their ownership of Common Stock and the Issuer's business and industry. Depending on market conditions and other factors that the Reporting Person may deem material to their investment decision,including the availability of other investment opportunities, the Reporting Person may from time to time acquire additional shares of Common Stock in the open market or in privately negotiated transactions or dispose of all or a portion of the shares of Common Stock that such Reporting Person now owns or may hereafter acquire. Without limitation of the foregoing (and consistent with their investment purpose), the Reporting Person will continue to consider alternative courses of action and will in the future take such actions with respect to their investment in the Issuer as they deem appropriate in light of the circumstances existing from time to time. Such actions may include making recommendations to members of management concerning various business strategies, acquisitions, policies, seeking to acquire control of the Issuer through a merger, proxy solicitation, tender offer, significant equity investment, exchange offer or otherwise, or such other actions as the Reporting Person may deem appropriate. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a) The Reporting Persons may be deemed to be a group according to the rules under the Act, and as such a group, may be deemed to beneficially own an aggregate of 1,201,501 shares of Common Stock as of February 5, 2009, which was approximately 5.1% of the outstanding Common Stock on such date (all computations of the percentage of outstanding Common Stock set forth herein are based on a total of 23,519,000 shares of Common Stock outstanding as of October 31, 2008. Name of Filing Person Number of Shares Percent of Beneficially Owned Outstanding Brean Murray Carret Group Inc. 1,201,501 5.1% Q Management Services (PTC) Ltd., 1,201,501 5.1% as Trustee of the PQ II Trust and PQ III Trust Phyllis Quasha 1,201,501 5.1% (b) Brean is deemed to solely have the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by Brean. Because of their relationship to Brean as identified in Item 2 above, each of Q Management, as Trustee of PQ II, and Q Management, as Trustee of PQ III, Vicali, Demers, Findlay, Q Management and Quasha share voting and dispositive power with regard to the Common Stock owned by Brean and, therefore, may be deemed to have indirect beneficial ownership of the Common Stock owned by Brean. (c) Brean is the general partner to Carret PT L.P. who is the record holder of the Common Stock; however, Carret PT has no beneficial ownership over such shares. The following transactions were effective by the identified parties during the sixty days preceding the date of filing of this Schedule 13D: Reporting Person Date Buy/Sell Number of Shares Price Per Share Brean Murray Dec.17th Buy 11,300 shares $0.16 Brean Murray Dec. 18th Buy 5,700 shares $0.16 Brean Murray Dec. 19th Buy 60,700 shares $0.1584 Brean Murray Dec. 22nd Buy 31,100 shares $0.16 Brean Murray Dec. 23rd Buy 44,611 shares $0.16 Brean Murray Dec. 24th Buy 12,800 shares $0.16 Brean Murray Dec. 26th Buy 18,100 shares $0.16 Brean Murray Dec. 29th Buy 6,800 shares $0.16 Brean Murray Dec. 30th Buy 101,363 shares $0.158 Brean Murray Dec. 31st Buy 97,711 shares $0.1549 Brean Murray Jan. 29th Buy 50,938 shares $0.16 Brean Murray Feb. 3rd Buy 20,000 shares $0.16 Brean Murray Feb. 4th Buy 20,000 shares $0.16 All of the above transactions were reported in the name of Carret PT, who is the record holder of the Common Stock. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as described herein, neither the Reporting Person or any of the executive officers or directors of the Reporting Person, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting or investment power over securities of the Issuer. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. - -------------------------------------------------------------------------------- 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. February 6, 2009 BREAN MURRAY CARRET GROUP INC. By: Vicali Services (BVI) Inc. Its Director By: /s/Susan Demers ------------------------ Name: Susan Demers Title: Director Q MANAGEMENT SERVICES (PTC) LTD. Q MANAGEMENT SERVICES (PTC) LTD. AS TRUSTEE OF THE PQ II TRUST AS TRUSTEE OF THE PQ III TRUST By: /s/Susan Demers By: /s/Susan Demers -------------------------- --------------------------- Name: Susan Demers Name: Susan Demers Title: Director Title: Director Q MANAGEMENT SERVICES (PTC) LTD. By: /s/Susan Demers -------------------------- Name: Susan Demers Title: Director Phyllis Quasha /s/ Phyllis Quasha - ------------------------------- EX-1 2 d76065_ex1.txt JOINT FILING AGREEMENT Exhibit 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the shares of Common Stock, $0.01 par value, of Proxim Wireless Solutions, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit thereto. In addition, each party to this Agreement expressly authorizes each other party to this Agreement to file on its behalf any and all amendments to such Statement. Dated: February 6, 2009 BREAN MURRAY CARRET GROUP INC. By: Vicali Services (BVI) Inc. Its Director By: /s/Susan Demers ------------------------ Name: Susan Demers Title: Director Q MANAGEMENT SERVICES (PTC) LTD. Q MANAGEMENT SERVICES (PTC) LTD. AS TRUSTEE OF THE PQ II TRUST AS TRUSTEE OF THE PQ III TRUST By: /s/Susan Demers By: /s/Susan Demers -------------------------- --------------------------- Name: Susan Demers Name: Susan Demers Title: Director Title: Director Q MANAGEMENT SERVICES (PTC) LTD. By: /s/Susan Demers -------------------------- Name: Susan Demers Title: Director Phyllis Quasha /s/ Phyllis Quasha - ------------------------------- Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----