-----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, IdsMRCyBd8sT//Ja6+ir5OYPGvFtpaFPm65L+6k+4BfEl/bgXVGd3K+hFZrJrb2i mEHXKo38Xp/6y2Mk+VOusw== 0000950144-00-001883.txt : 20000214 0000950144-00-001883.hdr.sgml : 20000214 ACCESSION NUMBER: 0000950144-00-001883 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000211 GROUP MEMBERS: HVFM-I LP GROUP MEMBERS: J. DOUGLASS MULLINS GROUP MEMBERS: VFAM-I GROUP MEMBERS: W. ANDREW GRUBBS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AIRNET COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000944163 STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663] IRS NUMBER: 593218138 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-57311 FILM NUMBER: 534908 BUSINESS ADDRESS: STREET 1: 100 RIALTO PLACE STREET 2: SUITE 300 CITY: MELBOURNE STATE: FL ZIP: 32901 BUSINESS PHONE: 4079841990 MAIL ADDRESS: STREET 1: 100 RIALTO PLACE STREET 2: SUITE 300 CITY: MELBOURNE STATE: FL ZIP: 32901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HVFM-I LP CENTRAL INDEX KEY: 0001100120 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O VENTURE FIRST ASSOCIATES OF MELBOURN STREET 2: 1901 S HARBOR CITY BLVD STE 501 CITY: MELBOURNE STATE: FL ZIP: 32901 BUSINESS PHONE: 3219527750 MAIL ADDRESS: STREET 1: C/O VENTURE FIRST ASSOCIATES OF MELBOURN STREET 2: 1901 S HARBOR CITY BLVD STE 501 CITY: MELBOURNE STATE: FL ZIP: 32901 SC 13G 1 AIRNET COMMUNICATIONS/HVFM-I SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ____) AIRNET COMMUNICATIONS CORPORATION (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 00941P 10 6 (CUSIP Number) December 10, 1999 (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) *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 the 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). Page 1 of 9 pages 2 - -------------------------------------------------------------------------------- CUSIP No. 00941P 10 6 13G Page 2 of 9 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS HVFM-I, L.P. 51-0352975 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, U.S.A. - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES None BENEFICIALLY -------------------------------------------------- OWNED BY EACH 6. SHARED VOTING POWER REPORTING 1,742,135(1) PERSON -------------------------------------------------- WITH 7. SOLE DISPOSITIVE POWER None -------------------------------------------------- 8. SHARED DISPOSITIVE POWER 1,742,135(1) - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,742,135(1) - -------------------------------------------------------------------------------- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON PN - -------------------------------------------------------------------------------- - --------------- (1) Includes 1,685,535 shares of common stock held by the Reporting Person, 49,067 shares of common stock issuable upon exercise of a warrant by the Reporting Person and 7,533 shares of common stock issuable upon exercise of options granted to J. Douglass Mullins and assignable to the Reporting Person. Voting and investment power with respect to the shares is shared with the other Reporting Persons filing hereunder. 3 - -------------------------------------------------------------------------------- CUSIP No. 00941P 10 6 13G Page 3 of 9 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS VFAM-I, L.L.C. 51-0357594 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, U.S.A. - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES BENEFICIALLY None OWNED BY ----------------------------------------------- EACH 6. SHARED VOTING POWER REPORTING PERSON 1,742,135(1) WITH ----------------------------------------------- 7. SOLE DISPOSITIVE POWER None ----------------------------------------------- 8. SHARED DISPOSITIVE POWER 1,742,135(1) - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,742,135(1) - -------------------------------------------------------------------------------- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON OO (limited liability company) - -------------------------------------------------------------------------------- - -------------- (1) Includes 1,685,535 shares of common stock held by HVFM-I, L.P., 49,067 shares of common stock issuable upon exercise of a warrant by HVFM-I, L.P. and 7,533 shares of common stock issuable upon exercise of stock options granted to J. Douglass Mullins and assignable to HVFM-I, L.P. Voting and investment power with respect to the shares is shared with the other Reporting Persons filing hereunder. 4 - -------------------------------------------------------------------------------- CUSIP No. 00941P 10 6 13G Page 4 of 9 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS J. Douglass Mullins - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES 3,500 BENEFICIALLY ------------------------------------------------ OWNED BY 6. SHARED VOTING POWER EACH 1,742,135(1) REPORTING ------------------------------------------------ PERSON 7. SOLE DISPOSITIVE POWER WITH 3,500 ------------------------------------------------ 8. SHARED DISPOSITIVE POWER 1,742,135(1) - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,745,635(2) - -------------------------------------------------------------------------------- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - -------------- (1) Includes 1,685,535 shares of common stock held by HVFM-I, L.P., 49,067 shares of common stock issuable upon exercise of a warrant by HVFM-I, L.P. and 7,533 shares of common stock issuable upon exercise of stock options granted to Mr. Mullins and assignable to HVFM-I, L.P. Mr. Mullins is a member and manager of VFAM-I, L.L.C., the general partner of HVFM-I, L.P. Voting and investment power with respect to such shares is shared with the other Reporting Persons filing hereunder. Mr. Mullins disclaims beneficial ownership of all shares except to the extent of his pecuniary interest therein. (2) Includes 3,500 shares of common stock held by Mr. Mullins, 1,685,535 shares of common stock held by HVFM-I, L.P., 49,067 shares of common stock issuable upon exercise of a warrant held by HVFM-I, L.P. and 7,533 shares of common stock issuable upon exercise of stock options granted to Mr. Mullins and assignable to HVFM-I, L.P. Mr. Mullins is a member and manager of VFAM-I, L.L.C., the general partner of HVFM-I, L.P. Mr. Mullins disclaims beneficial ownership of all shares except to the extent of his pecuniary interest therein. 5 - -------------------------------------------------------------------------------- CUSIP No. 00941P 10 6 13G Page 5 of 9 Pages - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS W. Andrew Grubbs - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States - -------------------------------------------------------------------------------- NUMBER OF 5. SOLE VOTING POWER SHARES 3,500 BENEFICIALLY ----------------------------------------------- OWNED BY EACH 6. SHARED VOTING POWER REPORTING 1,742,135(1) PERSON ----------------------------------------------- WITH 7. SOLE DISPOSITIVE POWER 3,500 ----------------------------------------------- 8. SHARED DISPOSITIVE POWER 1,742,135(1) - -------------------------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,745,635(2) - -------------------------------------------------------------------------------- 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES - -------------------------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.8% - -------------------------------------------------------------------------------- 12. TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- - -------------- (1) Includes 1,685,535 shares of common stock held by HVFM-I, L.P., 49,067 shares of common stock issuable upon exercise of a warrant by HVFM-I, L.P. and 7,533 shares of common stock issuable upon exercise of stock options granted to J. Douglass Mullins and assignable to HVFM-I, L.P. Mr. Grubbs is a member and manager of VFAM-I, L.L.C., the general partner of HVFM-I, L.P. Voting and investment power with respect to such shares is shared with the other Reporting Persons filing hereunder. Mr. Grubbs disclaims beneficial ownership of all shares except to the extent of his pecuniary interest therein. (2) Includes 3,500 shares of common stock held by Mr. Grubbs, 1,685,535 shares of common stock held by HVFM-I, L.P., 49,067 shares of common stock issuable upon exercise of a warrant held by HVFM-I, L.P. and 7,533 shares of common stock issuable upon exercise of stock options granted to J. Douglass Mullins and assignable to HVFM-I, L.P. Mr. Grubbs is a member and manager of VFAM-I, L.L.C., the general partner of HVFM-I, L.P. Mr. Grubbs disclaims beneficial ownership of all shares except to the extent of his pecuniary interest therein. 6 - -------------------------------------------------------------------------------- CUSIP No. 00941P 10 6 13G Page 6 of 9 Pages - -------------------------------------------------------------------------------- Item 1. (a) Name of Issuer: AirNet Communications Corporation (b) Address of Issuer's Principal Executive Offices: 100 Rialto Place Suite 300 Melbourne, Florida 32901 Item 2. (a) Name of Person Filing: This statement is being filed jointly by HVFM-I, L.P. ("HVFM"), VFAM-I, L.L.C. ("VFAM"), J. Douglass Mullins and W. Andrew Grubbs. (b) Address of Principal Business Office: The address of VFAM's and HVFM's principal business office is 1901 South Harbor City Boulevard, Suite 501, Melbourne, Florida 32901. Mr. Mullins' and Mr. Grubbs' business addresses are c/o VFAM-I, L.L.C., 1901 South Harbor City Boulevard, Suite 501, Melbourne, Florida 32901. (c) Citizenship: VFAM and HVFM are both organized under the laws of the State of Delaware. Mr. Mullins and Mr. Grubbs are both citizens of the United States. (d) Title of Class of Securities: Common Stock, par value $.001 per share. (e) CUSIP Number: 00941P 10 6 Item 3. Not Applicable. Item 4. Ownership. (a) As of December 31, 1999, HVFM is the beneficial owner of 1,742,135 shares of Common Stock, including 1,685,535 shares held directly by HVFM, 49,067 shares of Common Stock issuable upon exercise of a warrant held by HVFM and 7,533 shares of Common Stock issuable upon exercise of options granted to Mr. Mullins and assignable to HVFM. As of December 31, 1999, VFAM is the beneficial owner of 1,742,135 shares of Common Stock, including 1,685,535 shares of Common Stock held by HVFM, 49,067 shares of Common Stock issuable upon exercise of a warrant by HVFM and 7,533 shares of Common Stock issuable upon exercise of stock options granted to Mr. Mullins and assignable to HVFM. As of December 31, 1999, Mr. Mullins is the beneficial owner of 1,745,635 shares of Common Stock, including 3,500 shares of Common Stock held by Mr. Mullins, 1,685,535 shares of Common Stock held by HVFM, 49,067 shares of Common Stock issuable upon exercise of a warrant held by HVFM and 7,533 shares of Common Stock issuable upon exercise of stock options granted to Mr. Mullins and assignable to HVFM. Mr. Mullins is 7 CUSIP No. 00941P 10 6 13G Page 7 of 9 Pages a member and manager of VFAM, the general partner of HVFM. Mr. Mullins disclaims beneficial ownership of all shares except to the extent of his pecuniary interest therein. As of December 31, 1999, Mr. Grubbs is the beneficial owner of 1,745,635 shares of Common Stock, including 3,500 shares of Common Stock held by Mr. Grubbs, 1,685,535 shares of Common Stock held by HVFM, 49,067 shares of Common Stock issuable upon exercise of a warrant held by HVFM and 7,533 shares of Common Stock issuable upon exercise of stock options granted to Mr. Grubbs and assignable to HVFM. Mr. Grubbs is a member and manager of VFAM, the general partner of HVFM. Mr. Grubbs disclaims beneficial ownership of all shares except to the extent of his pecuniary interest therein. (b) As of December 31, 1999, the 1,742,135 shares of Common Stock beneficially owned by HVFM constitute 7.8% of the issued and outstanding shares of Common Stock (based on 22,280,336 shares of Common Stock issued and outstanding as of the date hereof, which consists of 22,223,736 shares of Common Stock issued and outstanding as reported in Issuer's Registration Statement on Form S-1, dated November 12, 1999 (the "Registration Statement"), 49,067 shares of Common Stock issuable upon exercise of warrants held by HVFM and 7,533 shares of Common Stock issuable upon exercise of options granted to Mr. Mullins and assignable to HVFM). As of December 31, 1999, the 1,742,135 shares of Common Stock beneficially owned by VFAM also constitute 7.8% of the issued and outstanding shares of Common Stock (based on 22,280,336 shares of Common Stock, including 22,223,736 shares of Common Stock issued and outstanding as reported in the Registration Statement, 49,067 shares of Common Stock issuable upon exercise of warrants held by HVFM and 7,533 shares of Common Stock issuable upon exercise of options granted to Mr. Mullins and assignable to HVFM). As of December 31, 1999, the 1,745,635 shares of Common Stock beneficially owned by Mr. Mullins constitute 7.8% of the issued and outstanding shares of Common Stock (based on 22,280,336 shares of Common Stock, including 22,223,736 shares of Common Stock issued and outstanding as reported in the Registration Statement, 49,067 shares of Common Stock issuable upon exercise of warrants held by HVFM and 7,533 shares of Common Stock issuable upon exercise of options granted to Mr. Mullins and assignable to HVFM). Mr. Mullins is a member and manager of VFAM, the general partner of HVFM, and disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein. As of December 31, 1999, the 1,745,635 shares of Common Stock beneficially owned by Mr. Grubbs constitute 7.8% of the issued and outstanding shares of Common Stock (based on 22,280,336 shares of Common Stock, including 22,223,736 shares of Common Stock issued and outstanding as reported in the Registration Statement, 49,067 shares of Common Stock issuable upon exercise of warrants held by HVFM and 7,533 shares of Common Stock issuable upon exercise of options granted to Mr. Mullins and assignable to HVFM). Mr. Grubbs is a member and manager of VFAM, the general partner of HVFM, and disclaims beneficial ownership of all such shares except to the extent of his pecuniary interest therein. (c) (i) Mr. Mullins has the sole power to vote or to direct the vote of 3,500 shares of Common Stock. Mr. Grubbs has the sole power to vote or to direct the vote of 3,500 shares of Common Stock. 8 - -------------------------------------------------------------------------------- CUSIP No. 00941P 10 6 13G Page 8 of 9 Pages - -------------------------------------------------------------------------------- (ii) HVFM has shared power to vote or direct the vote of 1,742,135 shares of Common Stock. VFAM has shared power to vote or to direct the vote of 1,742,135 shares of Common Stock. Mr. Mullins has shared power to vote or direct the vote of 1,742,135 shares of Common Stock. Mr. Grubbs has shared power to vote or direct the vote of 1,742,135 shares of Common Stock. (iii) Mr. Mullins has the sole power to dispose or to direct the disposition of 3,500 shares of Common Stock. Mr. Grubbs has the sole power to dispose or to direct the disposition of 3,500 shares of Common Stock. (iv) HVFM has shared power to dispose or to direct the vote of 1,742,135 shares of Common Stock. VFAM has shared power to dispose or to direct the disposition of 1,742,135 shares of Common Stock. Mr. Mullins has shared power to dispose or to direct the disposition of 1,742,135 shares of Common Stock. Mr. Grubbs has shared power to dispose or to direct the disposition of 1,742,135 shares of Common Stock. 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 Pursuant to that certain Limited Partnership Agreement dated January 13, 1994 by and between VFAM-I, L.L.C. and Harris Corporation, Harris Corporation, the limited partner of HVFM, has the right to receive in-kind distributions of, or the proceeds from the sale of, the securities held by HVFM and subject to this filing. 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. 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 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 having that purpose of effect. 9 - -------------------------------------------------------------------------------- CUSIP No. 00941P 10 6 13G Page 9 of 9 Pages - -------------------------------------------------------------------------------- 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: February 11, 2000 HVFM-I, L.P. By: VFAM-I, L.L.C., its General Partner By: /s/ J. Douglass Mullins --------------------------------- J. Douglass Mullins, Manager VFAM-I, L.L.C. By: /s/ J. Douglass Mullins ---------------------------------------- J. Douglass Mullins, Manager /s/ J. Douglass Mullins ---------------------------------------- J. DOUGLASS MULLINS /s/ W. Andrew Grubbs ---------------------------------------- W. ANDREW GRUBBS -----END PRIVACY-ENHANCED MESSAGE-----