SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1 to Schedule 13D)
Speedcom Wireless Corporation
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
847703105
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(CUSIP Number)
Steven Derby
SDS Capital Partners, LLC
53 Forest Avenue, 2nd Floor
Old Greenwich, CT 06870
(203) 967-5880
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
October 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 [ ]
CUSIP No. 847703105 13D/A Page 2 of 10 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SDS Merchant Fund, LP
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds (See Instructions):
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power 0
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 0
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power 0
Person With ------------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
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13. Percent of Class Represented by Amount in Row (11)
0%
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14. Type of Reporting Person (See Instructions)
PN
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CUSIP No. 847703105 13D/A Page 3 of 10 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SDS Capital Partners, LLC
--------------------------------------------------------------------------------
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Source of Funds: (See Instructions)
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
Delaware
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Number of 7. Sole Voting Power 0
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 0
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power 0
Person With ------------------------------------------------------
10. Shared Dispositive Power 0
--------------------------------------------------------------------------------
11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0%
--------------------------------------------------------------------------------
14. Type of Reporting Person (See Instructions)
CO
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CUSIP No. 847703105 13D/A Page 4 of 10 Pages
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
Mr. Steven Derby
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC Use Only
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4. Source of Funds: (See Instructions)
--------------------------------------------------------------------------------
5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization
United States
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Number of 7. Sole Voting Power 0
Shares Bene- ------------------------------------------------------
ficially Owned 8. Shared Voting Power 0
By Each ------------------------------------------------------
Reporting 9. Sole Dispositive Power 0
Person With ------------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
0
--------------------------------------------------------------------------------
12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
--------------------------------------------------------------------------------
13. Percent of Class Represented by Amount in Row (11)
0%
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14. Type of Reporting Person (See Instructions)
IN
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CUSIP No. 847703105 13D/A Page 5 of 10 Pages
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INTRODUCTION
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This Amendment No. 1 to Schedule 13D is being filed by SDS Merchant
Fund, LP, a Delaware limited partnership (the "Reporting Person"), with respect
to its beneficial ownership of shares of common stock, par value $.001 per share
("Common Stock"), of Speedcom Wireless Corporation, a Delaware corporation
("Speedcom"). The Reporting Person filed an initial Schedule 13G on January 22,
2003 and filed Amendment No. 1 to Schedule 13G on Schedule 13D on November 3,
2003.
On October 1, 2003, the Reporting Person assigned and transferred all
of the shares of Common Stock beneficially owned by it to SDS Capital Group SPC,
Ltd.
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock of Speedcom Wireless
Corporation. Speedcom's executive offices are located at 7020 Professional
Parkway East, Sarasota, FL 34240.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed by SDS Merchant Fund, LP, a Delaware limited
partnership. SDS Capital Partners, LLC, a Delaware limited liability company, is
the general partner (the "General Partner") of the Reporting Person. Mr. Steven
Derby, a United States citizen ("Mr. Derby"), is the sole managing member of the
General Partner. SDS is principally engaged in making investments. The address
of the principal business office of SDS is 53 Forest Avenue, 2nd Floor, Old
Greenwich, Connecticut 06870. The address of the principal business office of
the General Partner is 53 Forest Avenue, 2nd Floor, Old Greenwich, Connecticut
06870. The address of the principal business office of Mr. Derby is 53 Forest
Avenue, 2nd Floor, Old Greenwich, Connecticut 06870.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) During the last five years, neither the Reporting
Person, the General Partner, Mr. Derby nor any
executive officer or director of the Reporting Person
has been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
(e) During the last five years, neither the Reporting
Person, the General Partner, Mr. Derby nor any
executive officer or director of the Reporting Person
has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a
result of which such person or entity was or is
subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or
CUSIP No. 847703105 13D/A Page 6 of 10 Pages
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State securities laws or findings of any violation
with respect to such laws.
(f) Not applicable.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Person purchased 25,000 shares of Common Stock in the
open market on August 27, 2002 at $.09 per share and paid the purchase price for
such shares out of working capital of the Reporting Person. The Reporting Person
acquired 570,000 shares of Common Stock in September 2002 pursuant to a cashless
exercise of a warrant held by the Reporting Person and surrendered 71,250 shares
issuable upon exercise of the warrant in connection therewith. The Reporting
Person acquired 227,705 shares of Common Stock on December 26, 2002 pursuant to
a cashless exercise of a warrant held by the Reporting Person and surrendered
75,901 shares issuable upon exercise of the warrant in connection therewith.
Pursuant to a letter agreement dated October 22, 2003 between Speedcom and the
Reporting Person (the "Letter Agreement"), the Reporting Person acquired
5,601,358 shares of Common Stock as satisfaction and repayment in full for
certain promissory notes issued by Speedcom to the Reporting Person.
On October 1, 2003, the Reporting Person assigned and transferred all
of the shares of Common Stock beneficially owned by it to SDS Capital Group SPC,
Ltd.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisitions by the Reporting Person was to purchase
and acquire securities of Speedcom for investment purposes.
On October 1, 2003, the Reporting Person assigned and transferred all
of the shares of Common Stock beneficially owned by it to SDS Capital Group SPC,
Ltd.
The Reporting Person purchased 25,000 shares of Common Stock in the
open market on August 27, 2002 at $.09 per share.
The Reporting Person acquired 570,000 shares of Common Stock in
September 2002 pursuant to a cashless exercise of a warrant held by the
Reporting Person and surrendered 71,250 shares issuable upon exercise of the
warrant in connection therewith.
On December 26, 2002, the Reporting Person acquired 227,705 shares of
Common Stock pursuant to a cashless exercise of a warrant held by the Reporting
Person and surrendered 75,901 shares issuable upon exercise of the warrant in
connection therewith.
On October 22, 2003, the Reporting Person acquired 5,601,358 shares of
Common Stock pursuant to the Letter Agreement. The shares of Common Stock were
acquired in satisfaction and as repayment in full for certain promissory notes
issued by Speedcom to the Reporting Person which were then outstanding. The date
of issuance and the amount of outstanding principal and accrued interest on each
promissory note issued by Speedcom to the Reporting Person as of the date of the
Letter Agreement is as follows: (i) note issued on June 10, 2002 in the
principal amount of $60,000 which accrued interest as of the date of the Letter
Agreement of $12,500; (ii) note issued on June 11, 2002 in the principal amount
of $60,000 which accrued
CUSIP No. 847703105 13D/A Page 7 of 10 Pages
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interest as of the date of the Letter Agreement of $12,475; (iii) note issued on
June 12, 2002 in the principal amount of $325,000 which accrued interest as of
the date of the Letter Agreement of $67,438; (iv) note issued on April 14, 2003
in the principal amount of $100,000 which accrued interest as of the date of the
Letter Agreement of $8,000; and (v) note issued on May 8, 2003 in the principal
amount of $25,000 which accrued interest as of the date of the Letter Agreement
of $1,750. The aggregate outstanding principal amount of such promissory notes
was $570,000 with accrued interest thereon of $102,163. Pursuant to the Letter
Agreement, the Reporting Person exchanged these notes for 5,601,358 shares of
Common Stock.
Except as disclosed herein, the Reporting Person does not have any
other plans or proposals which would result in: (i) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation of Speedcom or any
of its subsidiaries; (ii) a sale or transfer of a material amount of assets of
Speedcom or any of its subsidiaries; (iii) any change in the present board of
directors or management of Speedcom, including any plans or proposals to change
the number or term of directors or to fill any existing vacancies on the board;
(iv) any material change in the present capitalization or dividend policy of
Speedcom; (v) any other material change in Speedcom's business or corporate
structure, (vi) any changes in Speedcom's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Speedcom by any person; (vii) causing a class of securities of
Speedcom to be delisted from a national securities exchange or cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (viii) causing a class of equity securities of
Speedcom to become eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or (ix) any action
similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Reporting Person, the General Partner and Mr. Derby:
(a) Amount beneficially owned: 0 shares of Common Stock.
(b) Percent of Class:0%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 0
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or direct the disposition of: 0
(iv) shared power to dispose or direct the disposition of: 0
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
To the knowledge of the Reporting Person on the date hereof, except to
the extent set forth herein or in the Exhibits herewith, the Reporting Person
does not have any other contracts,
CUSIP No. 847703105 13D/A Page 8 of 10 Pages
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arrangements, understandings or relationship (legal or otherwise) with any
person with respect to securities issued by Speedcom, including, but not limited
to, transfer or voting of any such securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees or profits, divisions or
profits or loss or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Joint Filing Agreement.
CUSIP No. 847703105 13D/A Page 9 of 10 Pages
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SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: January 29, 2004
SDS MERCHANT FUND, LP
By: SDS Capital Partners, LLC,
its General Partner
By: /s/ Steven Derby
----------------------------------
Name: Steven Derby
Title: Managing Member
SDS CAPITAL PARTNERS, LLC
By: /s/ Steven Derby
----------------------------------
Name: Steven Derby
Title: Managing Member
/s/ Steven Derby
----------------------------------
Steven Derby
CUSIP No. 847703105 13D/A Page 10 of 10 Pages
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EXHIBIT 1
JOINT FILING AGREEMENT
This Agreement is filed as an exhibit to this Amendment No. 1 to Schedule 13D
being filed by SDS Merchant Fund, LP, SDS Capital Partners, LLC and Mr. Steven
Derby in compliance with Rule 13d-1(k) of the Securities and Exchange
Commission, which requires an agreement in writing indicating that this
Amendment No. 1 to Schedule 13D to which this Agreement is attached is filed on
behalf of the below-named companies and individual, that they are each
responsible for the timely filing of the Schedule 13D and any amendments thereto
and for the completeness and accuracy of the information concerning such persons
contained therein.
Dated: January 29, 2004
SDS MERCHANT FUND, LP
By: SDS Capital Partners, LLC,
its General Partner
By: /s/ Steven Derby
----------------------------------
Name: Steven Derby
Title: Managing Member
SDS CAPITAL PARTNERS, LLC
By: /s/ Steven Derby
----------------------------------
Name: Steven Derby
Title: Managing Member
/s/ Steven Derby
----------------------------------
Steven Derby