-----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, Md8tnmW3DliSUDkjhu1N3yWkKppmpNxxSl/Nfk8KGZIi8A/4pp3Uv3zZpNFi9v38 VH7DtddMKC5rUCp2E4rzVA== 0001144204-06-015049.txt : 20060413 0001144204-06-015049.hdr.sgml : 20060413 20060413120629 ACCESSION NUMBER: 0001144204-06-015049 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060413 DATE AS OF CHANGE: 20060413 GROUP MEMBERS: CANTARA (SWITZERLAND) SA SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: WAVE WIRELESS CORP CENTRAL INDEX KEY: 0000935493 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 770289371 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-44547 FILM NUMBER: 06757710 BUSINESS ADDRESS: STREET 1: 1996 LUNDY AVENUE STREET 2: FORMERLY P-COM INC. CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 408.943.4200 MAIL ADDRESS: STREET 1: 1996 LUNDY AVENUE CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: P COM INC DATE OF NAME CHANGE: 19980109 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESCENT INTERNATIONAL LTD CENTRAL INDEX KEY: 0001075643 IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O GREENLIGHT(SWITZERLAND)SA STREET 2: 84 AVE LOUIS CASAI, 1216 COINTRIN/GENEVA CITY: SWITZERLAND BUSINESS PHONE: 41227917170 MAIL ADDRESS: STREET 1: 2 CHURCH STREET STREET 2: HAMILTON H 11 CITY: BERMUDA STATE: D0 ZIP: 00000 SC 13G 1 v040439_sc13g.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 - -------------------------------------------------------------------------------- SCHEDULE 13G (RULE 13d-102) INFORMATION STATEMENTS PURSUANT TO RULE 13d-1 and 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 - -------------------------------------------------------------------------------- WAVE WIRELESS CORPORATION ------------------------- (Name of Issuer) COMMON STOCK ------------------------------ (Title of Class of Securities) 94352W106 -------------- (CUSIP Number) MARCH 28, 2006 ------------------------------------------------------- (Date of event which requires filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) (Continued on following pages) (Page 1 of 8 Pages) Page 2 of 8 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Crescent International Ltd. - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Bermuda - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES 3,745,041 (See Item 4) BENEFICIALLY ---------------------------------------------------------------- OWNED BY EACH REPORTING 6. SHARED VOTING POWER (See Item 4) PERSON WITH ---------------------------------------------------------------- 7. SOLE DISPOSITIVE POWER 3,745,041 (See Item 4) - -------------------------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER (See Item 4) - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5.36% - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.36% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON: CO - -------------------------------------------------------------------------------- Page 3 of 8 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cantara (Switzerland) SA - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_| (b) |X| - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION: Switzerland - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES 3,745,041 (See Item 4) BENEFICIALLY ---------------------------------------------------------------- OWNED BY EACH REPORTING 6. SHARED VOTING POWER (See Item 4) PERSON WITH ---------------------------------------------------------------- 7. SOLE DISPOSITIVE POWER 3,745,041 (See Item 4) - -------------------------------------------------------------------------------- 8. SHARED DISPOSITIVE POWER (See Item 4) - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 5.36% - -------------------------------------------------------------------------------- 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES |_| - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.36% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON: CO - -------------------------------------------------------------------------------- Page 4 of 8 Item 1(a). Name of Issuer. Wave Wireless Corporation ("Wave Wireless") Item 1(b). Address of Issuer's Principal Executive Offices. 1996 Lundy Avenue San Jose, CA 95131 Item 2(a). Name of Person Filing Crescent International Ltd. ("Crescent") and Cantara (Switzerland) SA ("Cantara") Item 2(b). Address of Principal Business Office, or if none, Residence. Crescent: c/o Cantara (Switzerland) SA 84, Avenue Louis-Casai CH 1216 Cointrin, Geneva Switzerland Cantara: 84, Avenue Louis-Casai CH 1216 Cointrin, Geneva Switzerland Item 2(c). Citizenship. Crescent: Bermuda Cantara: Switzerland Item 2(d). Title of Class of Securities. Common Stock, $0.0001 par value ("Common Stock") Item 2(e). CUSIP Number. 94352W106 Item 3. If this statement is filed pursuant to Rules 13d-1(b) or 13d-2(b), check whether the person filing is a: Not applicable. Item 4. Ownership. The information contained in Items 5 through 11 on the cover page hereto is incorporated herein by reference. In connection with the merger of WaveRider Communications, Inc. ("WaveRider") into Wave Wireless, Crescent was issued securities of Wave Wireless, including 3,745,041 shares of Common Stock of Wave Wireless, in exchange for securities of WaveRider and Wave Wireless held by Crescent. By holding 3,745,041 shares of Common Stock of Wave Wireless, Crescent beneficially owns 5.36% of the issued and outstanding shares of Common Stock of Wave Wireless, based on 69,817,715 issued and outstanding shares of Common Stock of Wave Wireless, as reported by T. Scott Worthington, Chief Financial Officer of Wave Wireless, to the Reporting Persons on April 6, 2006. In addition to 3,745,041 shares of Common Stock of Wave Wireless, Crescent was issued, and currently holds, the following securities of Wave Wireless: (a) 378.1209 shares of Series J Convertible Preferred Stock which is convertible at $0.075 per share into 37,812,089 shares of Common Stock (the "Series J Preferred Stock"); (b) 11,343,638 Series J warrants to purchase Common Stock which are exercisable at $0.12 (the "Series J Warrants"); and (c) 1,171,597 additional warrants to purchase Common Stock which have an exercise price between $0.12 and $0.20 per share (the "Additional Warrants"). However, the Series J Preferred Stock, the Series J Warrants and the Additional Warrants contain a contractual provision blocking the conversion or exercise, as applicable, of the security when Crescent (together with its Affiliates) owns more than 4.99% of the issued and outstanding Common Stock of Wave Wireless, subject to a waiver on not less than 61 days' notice. Therefore, since Crescent currently holds 5.36% of the issued and outstanding shares of Common Stock of Wave Wireless, the Series J Preferred Stock, the Series J Warrants and the Additional Warrants are not currently convertible or exercisable, as applicable, and the underlying shares have not been included in the calculations of beneficial ownership of Crescent or the aggregate number of outstanding shares of Common Stock of Wave Wireless. Page 5 of 8 Crescent is a wholly-owned subsidiary of IICG (Bahamas) Limited, a Bahamas corporation residing at Norfolk House, 10 Deveaux Street, Nassau, Bahamas. Cantara serves as the investment manager to Crescent and, as such, has been granted investment discretion over the portfolio of Crescent, including the Common Stock. Currently, Maxi Brezzi and Bachir Taleb-Ibrahimi, in their capacity as managers of Cantara, have delegated authority regarding the portfolio management decisions of Crescent with respect to the Common Stock owned by Crescent. Neither of such persons has any legal right to maintain such delegated authority. As a result of such delegated authority, Messrs. Brezzi and Taleb-Ibrahimi may be deemed to be the beneficial owners of Common Stock held by Crescent. However, neither of Messrs. Brezzi and Taleb-Ibrahimi has any right to receive any dividends from, or the proceeds from the sale of, the Common Stock held by Crescent and disclaim beneficial ownership of such shares of Common Stock. For purposes of this statement, the Reporting Persons are reporting that: (i) The aggregate amount of Common Stock beneficially owned by the Reporting Persons is 3,745,041 shares. (ii) The aggregate percentage of the Common Stock beneficially owned by the Reporting Persons is approximately 5.36%. (iii) The aggregate number of shares of Common Stock which the Reporting Persons has sole power to vote or direct the vote of is 3,745,041. (iv) The aggregate number of shares of Common Stock which the Reporting Person has sole power to dispose or to direct the disposition of is 3,745,041. Item 5. Ownership of Five Percent or Less of a Class. Not applicable. Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not applicable. Item 8. Identification and Classification of Members of the Group. Not applicable. Page 6 of 8 Item 9. Notice of Dissolution of Group. Not applicable. Item 10. Certification. By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction which could have that purpose or effect. Material Agreement of Joint Filing to be Filed as Exhibits. Page 7 of 8 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 13, 2006 CRESCENT INTERNATIONAL LTD. By: Cantara (Switzerland) SA, as Attorney-in-Fact By: /s/ Maxi Brezzi ------------------------------------ Name: Maxi Brezzi Title: Authorized Signatory By: /s/ Bachir Taleb-Ibrahimi ------------------------------------ Name: Bachir Taleb-Ibrahimi Title: Authorized Signatory CANTARA (SWITZERLAND) SA By: /s/ Maxi Brezzi ------------------------------------ Name: Maxi Brezzi Title: Managing Director By: /s/ Bachir Taleb-Ibrahimi ------------------------------------ Name: Bachir Taleb-Ibrahimi Title: Investment Manager Page 8 of 8 EXHIBIT AGREEMENT OF JOINT FILING ------------------------- CRESCENT INTERNATIONAL LTD. and CANTARA (SWITZERLAND) SA agree that the Schedule 13G to which this Agreement is attached, and all future amendments to such Schedule13G, shall be filed on behalf of each of them. This Agreement is intended to satisfy the requirements of Rule 13d-1(k)(1) under the Securities Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be in original, but all of which together shall constitute one and the same instrument. April 13, 2006 CRESCENT INTERNATIONAL LTD. By: Cantara (Switzerland) SA, as Attorney-in-Fact By: /s/ Maxi Brezzi ----------------------------------- Name: Maxi Brezzi Title: Authorized Signatory By: /s/ Bachir Taleb-Ibrahimi ----------------------------------- Name: Bachir Taleb-Ibrahimi Title: Authorized Signatory CANTARA (SWITZERLAND) SA By: /s/ Maxi Brezzi ----------------------------------- Name: Maxi Brezzi Title: Managing Director By: /s/ Bachir Taleb-Ibrahimi ----------------------------------- Name: Bachir Taleb-Ibrahimi Title: Investment Manager -----END PRIVACY-ENHANCED MESSAGE-----