UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)*
U.S. Wireless Corporation
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
90339C106
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(CUSIP Number)
S. Lance Silver
General Counsel
Global Technologies, Ltd.
1811 Chestnut Street, Suite 120
Philadelphia, PA 19103
215.972.8191
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 20, 2000 through December 19, 2000
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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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* 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 ("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).
SCHEDULE 13D
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CUSIP NO. 90339C106 Page 2 of 6 Pages
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1 NAMES OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Global Technologies, Ltd.
86-0970492
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
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6 CITZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
2,210,500
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0-
OWNED BY ---------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,210,500
PERSON ---------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,210,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
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14 TYPE OF REPORTING PERSON*
CO
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SCHEDULE 13D
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CUSIP NO. 90339C106 Page 3 of 6 Pages
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ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D relates to the Common Stock, par value $0.01
per share (the "Common Stock"), of U.S. Wireless Corporation, a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 2303 Camino Ramon, Suite 200, San Ramon, California 94583.
ITEM 2. IDENTITY AND BACKGROUND
(a) This statement is being filed by Global Technologies, Ltd. (formerly
Interactive Flight Technologies, Inc.) herein referred to as the "Reporting
Person." The Reporting Person is a Delaware corporation.
(b) The business address of the Reporting Person is 1811 Chestnut Street,
Suite 120, Philadelphia, Pennsylvania 19103.
(c) The Reporting Person is a publicly held diversified technology-based
company. For information required by instruction C to Schedule 13D with respect
to the executive officers and directors of the Reporting Person, reference is
made to Exhibit I annexed hereto and incorporated herein by reference.
(d) The Reporting Person has not, during the last five (5) years, been
convicted in a criminal proceeding (excluding traffic violations and similar
misdemeanors).
(e) The Reporting Person has not, during the last five (5) years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the Reporting Person was 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.
(f) Not Applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Person currently beneficially owns 2,210,500 shares of
the Common Stock. This number represents approximately 10.4% of the outstanding
Common Stock.
(b) The Reporting Person has sole investment and voting power with respect
to the shares of Common Stock that are the subject of this Schedule 13D. Neither
the filing of this Schedule 13D nor any of its contents shall be deemed to
constitute an admission that the Reporting Person is the beneficial owner of any
shares of Common Stock other than those that are the subject of this Schedule
13D.
SCHEDULE 13D
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CUSIP NO. 90339C106 Page 4 of 6 Pages
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(c) The table below lists the transactions in the Common Stock effected by
the Reporting Person during the past 60 days. All of the below transactions were
sales in the open market.
AVERAGE
PRICE PER
DATE NUMBER OF SHARES SOLD GROSS PROCEEDS SHARE
---- --------------------- -------------- -----
20-Nov-00 6,000 $ 73,875.00 $12.313
21-Nov-00 15,000 $ 173,687.50 $11.579
22-Nov-00 5,000 $ 49,625.00 $ 9.925
24-Nov-00 11,000 $ 115,125.00 $10.466
27-Nov-00 2,500 $ 25,937.50 $10.375
28-Nov-00 10,000 $ 87,562.50 $ 8.756
29-Nov-00 20,000 $ 138,016.75 $ 6.901
30-Nov-00 102,000 $ 494,531.75 $ 4.848
1-Dec-00 4,000 $ 26,999.10 $ 6.750
4-Dec-00 49,000 $ 368,636.48 $ 7.523
5-Dec-00 8,000 $ 59,687.50 $ 7.461
5-Dec-00 500,000 $3,062,500.00 $ 6.125
13-Dec-00 7,000 $ 40,937.40 $ 5.848
14-Dec-00 3,000 $ 16,312.50 $ 5.438
15-Dec-00 3,000 $ 15,000.00 $ 5.000
18-Dec-00 10,000 $ 51,687.50 $ 5.169
19-Dec-00 34,000 $ 161,500.00 $ 4.750
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
In April 2000, the Reporting Person obtained a $10.0 million line of credit
from Merrill Lynch. The line was secured by a pledge of 1,000,000 shares of
Common Stock. In November 2000, Merrill Lynch required the Reporting Person to
deposit additional security of 500,000 shares of Common Stock with them. From
November 20, 2000 to December 5, 2000, the Reporting Person sold shares of
Common Stock and remitted the proceeds from such sales to Merrill Lynch to pay
down the line. Subsequently, Merrill Lynch returned the 500,000 shares of
additional collateral to the Reporting Person. The balance of the line is
currently approximately $825,000 and is secured by 777,500 shares of Common
Stock, in addition to certain other collateral pledged for the benefit of the
Reporting Person by its Chairman and Chief Executive Officer.
In October 2000, the Reporting Person issued $7.0 million of secured
convertible notes to Advantage Fund II Ltd. and Koch Investment Group Ltd. These
notes are secured by a pledge of 866,538 shares of Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SCHEDULE 13D
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CUSIP NO. 90339C106 Page 5 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
GLOBAL TECHNOLOGIES, LTD.
Dated: February 20, 2001 By: /s/ Irwin L. Gross
--------------------------------
Irwin L. Gross, Chairman
SCHEDULE 13D
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CUSIP NO. 90339C106 Page 6 of 6 Pages
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Schedule I
Information with Respect to Executive
Officers and Directors of the Undersigned
The following sets forth as to each of the executive officers and directors
of the undersigned: his name; his business address; and his present principal
occupation or employment and the name, principal business and address of any
corporation or other organization in which such employment is conducted. Unless
otherwise specified, the principal employer of each such individual is Global
Technologies, Ltd., the business address of each of which is 1811 Chestnut
Street, Suite 120, Philadelphia, Pennsylvania 19103, and each such individual
identified below is a citizen of the United States. To the knowledge of the
undersigned, during the last five years, no such person has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), and
no such person was a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction as a result of which he 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 except as reported in Item 2(d) of this
Schedule 13D.
CORPORATE OFFICERS
Irwin L. Gross
Chief Executive Officer
Patrick J. Fodale
Vice President and Chief Financial Officer
David N. Shevrin
Vice President and Secretary
S. Lance Silver
General Counsel
BOARD OF DIRECTORS
Irwin L. Gross
Chairman of the Board and
Chief Executive Officer of
Global Technologies, Ltd.
Charles T. Condy 244 California Street, Suite 510
Chairman and Chief Executive Officer of San Francisco, California 94111
Next Century Restaurants, Inc.
Stephen Schachman 1650 Market Street, 39th Floor
Owner, Public Affairs Management Philadelphia, Pennsylvania 19103
Dr. M. Moshe Porat 111 Speakman Hall
Dean of the School of Business Philadelphia, Pennsylvania 19122
and Management at Temple University