SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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 Management, LLC
53 Forest Avenue, 2nd Floor
Old Greenwich, CT 06870
(203) 967-5850
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 4, 2005
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(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 [ ]
1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SDS Capital Group SPC, Ltd.
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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)
OO
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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 Cayman Islands
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Number of 7. Sole Voting Power 24,886,407
Shares Bene- -------------------------------------------------
ficially Owned 8. Shared Voting Power 0
By Each -------------------------------------------------
Reporting 9. Sole Dispositive Power 24,886,407
Person With -------------------------------------------------
10. Shared Dispositive Power 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
24,886,407
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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)
21.6%
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14. Type of Reporting Person (See Instructions)
CO
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
SDS Management, LLC
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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 24,886,407
By Each ---------------------------------------------------
Reporting 9. Sole Dispositive Power 0
Person With ---------------------------------------------------
10. Shared Dispositive Power 24,886,407
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
24,886,407
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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)
21.6%
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14. Type of Reporting Person (See Instructions)
CO
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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) [ ]
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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 OrganizationUnited States
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Number of 7. Sole Voting Power 0
Shares Bene- ----------------------------------------------------
ficially Owned 8. Shared Voting Power 24,886,407
By Each ----------------------------------------------------
Reporting 9. Sole Dispositive Power 0
Person With ----------------------------------------------------
10. Shared Dispositive Power 24,886,407
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11. Aggregate Amount Beneficially Owned by Each Reporting Person
24,886,407
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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)
21.6%
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14. Type of Reporting Person (See Instructions)
IN
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Introduction
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This Amendment No. 2 to Schedule 13D is being filed by SDS Capital Group
SPC, Ltd., a Cayman Islands corporation (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 13D on January 30,
2004 and Amendment No. 1 to Schedule 13D on February 11, 2004.
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 Capital Group SPC, Ltd., a Cayman Islands
corporation. SDS Management, LLC, a Delaware limited liability company, is the
investment manager (the "Investment Manager") of the Reporting Person. Mr.
Steven Derby, a United States citizen ("Mr. Derby"), is the sole managing member
of the Investment Manager. The Reporting Person is principally engaged in making
investments. The address of the principal business office of the Reporting
Person is 53 Forest Avenue, 2nd Floor, Old Greenwich, Connecticut 06870. The
address of the principal business office of the Investment Manager 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
Investment Manager, Mr. Derby nor any executive officer or
director of the Reporting Person or the Investment Manager has
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, neither the Reporting Person, the
Investment Manager, Mr. Derby nor any executive officer or
director of the Reporting Person or the Investment Manager 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
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
Pursuant to an Exchange Agreement dated as of January 25, 2005 between the
Reporting Person and Speedcom, on February 4, 2005, Speedcom issued to the
Reporting Person one share of common stock for every three shares of common
stock issuable upon the exercise of warrants held by the Reporting Person to
purchase an aggregate of 909,065 shares of common stock. The exercise price of
the warrants was $2.50 per share. Pursuant to the Exchange Agreement, the
Reporting Person acquired 303,021 shares of Common Stock.
Please see the Schedule 13D filed on January 30, 2004 and Amendment No. 1
to Schedule 13D filed on February 11, 2004 for a description of the previous
transactions effected with respect to Speedcom securities and the source and
amount of funds or other consideration provided in connection with such
transactions.
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. Please see the
Schedule 13D filed on January 30, 2004 and Amendment No. 1 to Schedule 13D filed
on February 11, 2004 for a description of the previous transactions effected
with respect to Speedcom securities.
Except as disclosed herein or in the Schedule 13D filed on January 30,
2004 and Amendment No. 1 to Schedule 13D filed on February 11, 2004, 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
1. The Reporting Person.
(a) Amount beneficially owned: 24,886,407 shares of Common Stock.
(b) Percent of Class: 21.6%
(c) Number of shares as to which such person has:
(i) sole power to vote or direct the vote: 24,886,407
(ii) shared power to vote or direct the vote: 0
(iii) sole power to dispose or direct the disposition of:
24,886,407
(iv) shared power to dispose or direct the disposition of:
0
2. The Investment Manager - same as Mr. Derby, see below.
3. Mr. Derby.
(a) Amount beneficially owned: 24,886,407 shares of Common Stock.
(b) Percent of Class: 21.6%
(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: 24,886,407
(iii) sole power to dispose or direct the disposition of: 0
(iv) shared power to dispose or direct the disposition of:
24,886,407
During the past 60 days the Reporting Person has effected the following
transactions:
Pursuant to an Exchange Agreement dated as of January 25, 2005 between the
Reporting Person and Speedcom, on February 4, 2005, Speedcom issued to the
Reporting Person one share of common stock for every three shares of common
stock issuable upon the exercise of warrants held by the Reporting Person to
purchase an aggregate of 909,065 shares of common stock. The exercise price of
the warrants was $2.50 per share. Pursuant to the Exchange Agreement, the
Reporting Person acquired 303,021 shares of Common Stock.
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, in the Exhibits herewith or in the Schedule 13D filed
on January 30, 2004 and
Amendment No. 1 to Schedule 13D filed on February 11, 2004, the Reporting Person
does not have any other contracts, 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.
Exhibit 2 Form of Exchange Agreement dated as of January 25, 2005 by and
between Speedcom and the Reporting Person.
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: February 11, 2005
SDS CAPITAL GROUP SPC, LTD.
By: SDS Management, LLC,
its Investment Manager
By: /s/ Steven Derby
------------------------------
Name: Steven Derby
Title: Managing Member
SDS MANAGEMENT, LLC
By: /s/ Steven Derby
------------------------------
Name: Steven Derby
Title: Managing Member
/s/ Steven Derby
---------------------------------
Steven Derby
EXHIBIT 1
JOINT FILING AGREEMENT
This Agreement is filed as an exhibit to this Amendment No. 2 to Schedule 13D
being filed by SDS Capital Group SPC, Ltd., SDS Management, 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 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: February 11, 2005
SDS CAPITAL GROUP SPC, LTD.
By: SDS Management, LLC,
its Investment Manager
By: /s/ Steven Derby
------------------------------
Name: Steven Derby
Title: Managing Member
SDS MANAGEMENT, LLC
By: /s/ Steven Derby
------------------------------
Name: Steven Derby
Title: Managing Member
/s/ Steven Derby
-------------------------------
Steven Derby
EXHIBIT 2
FORM OF EXCHANGE AGREEMENT
January 25, 2005
Exchange of Series A Warrants for Shares of Common Stock.
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To: Holders of Series A Warrants
Reference is hereby made to the Series A warrants (the "Series A
Warrants") to purchase shares of common stock (the "Common Stock") of Speedcom
Wireless Corporation, a Delaware corporation (the "Company"), issued to the
holders of the Series A Warrants listed on the signature pages hereto (each, a
"Holder" and collectively, the "Holders"). The Company hereby agrees to issue to
each Holder in exchange for such Holder canceling its Series A Warrant one (1)
restricted share of Common Stock for every three (3) shares of Common Stock
issuable upon the exercise of such Holder's Series A Warrant.
In consideration of the Company's issuance of shares of Common Stock in
exchange for cancellation of such Holder's Series A Warrant, the undersigned
Holder hereby releases the Company and its successors and assigns, if any, from
any and all claims, suits, damages or obligations which the Series A Holder
could assert against the Company relating to or arising out of the issuance of
the Series A Warrants and the transactions contemplated thereby.
Upon the issuance of the shares of Common Stock to the Holders pursuant to
the exchange of the Holder's Series A Warrants, the Series A Warrants shall
automatically be deemed cancelled irrespective of whether the original Series A
Warrants are delivered to the Company. Notwithstanding the foregoing to the
contrary and for purposes of administrative convenience to the Company, the
Company requests that all original Series A Warrants be delivered to Speedcom
Wireless Corporation, 7020 Professional Parkway East, Sarasota, FL 34240,
Attention: Gil Sharell, Tel. No.: (941) 907-2361, Fax No.: (941) 907-2392.
Please provide in the place indicated below the Holder's address and
related contact information to deliver the shares of Common Stock upon exchange
of the Series A Warrants and kindly return the signed copy to the attention of
Gil Sharell at the fax number listed above.
This letter agreement may be executed in two or more counterparts, all of
which shall be considered one and the same agreement and shall become effective
when counterparts have been signed by each party and delivered to the other
party.
Kindly acknowledge your agreement to the foregoing by signing in the place
indicated below and returning the signed copy to the Company.
Sincerely,
SPEEDCOM WIRELESS CORPORATION
By: _____________________________
Name:
Title:
Agreed and accepted:
SERIES A WARRANT HOLDER:
By:_______________________
Name:
Title:
Holder's address for delivery of Common Stock:
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Tel. No.: __________________