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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under
the Securities Exchange Act of 1934
(Amendment No. )*
ARC Wireless Solutions, Inc.
(Name of Issuer)
Common Stock, $0.0005 Par Value
(Title of Class of Securities)
03878k207
(CUSIP Number)
Brean Murray Carret Group Inc.
40 West 57th Street
20th Floor
New York, New York 10019
(212) 231-3918
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copy To:
John A. Elofson
Michelle H. Shepston
Davis Graham & Stubbs LLP
1550 17th Street
Suite 500
Denver, Colorado 80202
(303) 892-9400
September 2, 2008
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).
PERSONS WHO REPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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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) o |
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6. |
Citizenship or Place of
Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type
of Reporting Person (See Instructions) |
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2
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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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) o |
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6. |
Citizenship or Place of
Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type
of Reporting Person (See Instructions) |
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3
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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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) o |
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6. |
Citizenship or Place of
Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type
of Reporting Person (See Instructions) |
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4
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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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) o |
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6. |
Citizenship or Place of
Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type
of Reporting Person (See Instructions) |
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5
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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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) o |
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6. |
Citizenship or Place of
Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type
of Reporting Person (See Instructions) |
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6
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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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) o |
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6. |
Citizenship or Place of
Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type
of Reporting Person (See Instructions) |
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7
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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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) o |
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6. |
Citizenship or Place of
Organization |
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Number of |
7. |
Sole
Voting Power |
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8. |
Shared
Voting Power |
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type
of Reporting Person (See Instructions) |
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(1) Consists of 242,134 shares owned by Mr. Nemazee individually, 173,653 shares owned by NCC Limited, 2,950 shares held by Telnem Holdings LLC and 1,100 shares held by Nemazee Capital Corporation.
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Item 1. |
Security and Issuer |
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The title of the class of equity securities to which this statement relates is common stock, $0.0005 par value (the “Common Stock”), of ARC Wireless Solutions, Inc. (the “Issuer”), whose principal executive offices are located at 210601 West 48th Avenue, Wheat Ridge, Colorado 80033-2660. |
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Item 2. |
Identity and Background |
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This statement on Schedule 13D (the “Statement”) is being jointly filed by each of the following persons (being herein collectively referred to as the “Reporting Persons”) pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Act”), with respect to the Common Stock: Brean Murray Carret Group Inc., a British Virgin Islands company (“Brean”); Q Management Services (PTC) Ltd., a British Virgin Islands company (“Q Management”), as Trustee of the PQ II Trust, a trust administered under the laws of the British Virgin Islands (“PQ II”) and as Trustee of the PQ III Trust, a trust administered under the laws of the British Virgin Islands (“PQ III”); Phyllis Quasha (“Quasha”); NCC Limited, a British Virgin Islands company (“NCC Limited”); Telnem Holdings LLC, a New York limited liability company (“Telnem”); Nemazee Capital Corporation, a New York corporation (“NCC”); and Hassan Nemazee (“Nemazee”).
The Reporting Persons are making a single joint filing pursuant to Rule 13d-1(k)(1) of the Act.
The Reporting Persons are filing this Statement because they may be deemed to be a “group” within the meaning of Section 13(d)(3) of the Act, with respect to the transaction described in Item 4 of this Statement. Except as expressly otherwise set forth in this Statement, each Reporting Person disclaims beneficial ownership of the shares of Common Stock beneficially owned by any other Reporting Person or any other person.
Prior to the filing of this Statement, Evansville Limited, a British Virgin Islands company (“Evansville”), who reported beneficial ownership of 428,625 shares of Common Stock, ceased to beneficially own such shares and all beneficial interest of every kind and nature in the Common Stock was acquired by Brean as part of a corporate restructuring.
Q Management, as Trustee of PQ II and as Trustee of PQ III, owns all of the capital stock of Brean. Vicali Services (BVI) Inc., a British Virgin Islands company (“Vicali”), is the sole director of Brean, and Susan V. Demers, a United States citizen (“Demers”), and Margaret Price Findlay, a citizen of Trinidad and Tobago (“Findlay”), are the directors of Vicali. Q Management is the sole trustee of each of PQ II and PQ III. Each of PQ II and PQ III are revocable trusts. Vicali is the sole director of Q Management. Quasha, an Australian citizen, is the settlor of each of PQII and PQIII and, as such, is in a position, indirectly, to determine the investment and voting positions made by Brean.
Prior to the filing of this Statement, on October 30, 2008, Hudson River Investments, Inc., a British Virgin Islands company (“Hudson”), who was the beneficial owner of 242,134 shares of Common Stock, transferred all of its right, title and interest in its shares of Common Stock to Nemazee as repayment of debt owed by Hudson to Nemazee.
Nemazee, a United States citizen, is the sole shareholder, sole director and sole officer of each of NCC Limited and NCC, and the sole managing member of Telnem. As such, Nemazee is in a position to determine the investment and voting positions made by each of Telnem, NCC Limited and NCC. |
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The principal business address and principal business or occupation of each Reporting Person and each other person identified above is as follows: |
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Name |
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Business Address |
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Principal Business or |
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Brean Murray Carret Group Inc. |
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Tropic
Isle Building |
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Investment holding company |
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Q Management Services (PTC) Ltd., as Trustee of the PQ II Trust and as Trustee of the PQ III Trust |
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Tropic
Isle Building |
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Private trust company |
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Phyllis Quasha |
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Lyford
Suites |
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Retired |
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Vicali Services (BVI) Inc. |
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Tropic
Isle Building |
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Company administration |
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Susan V. Demers |
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Tropic
Isle Building |
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Attorney |
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Margaret Price Findlay |
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Tropic
Isle Building |
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Attorney |
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NCC Limited |
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Tropic
Isle Building |
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Investment holding company |
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Telnem Holdings |
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40
W. 57th Street |
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Investment holding company |
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Nemazee Capital Corporation |
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40
W. 57th Street |
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Investment holding company |
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Hassan Nemazee |
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40
W. 57th Street |
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Personal investor |
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During the past five years, no Reporting Person and, to the knowledge of the Reporting Persons, none of the executive officers or directors of the Reporting Persons, if applicable, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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As described in Item 5(c) below, Brean Murray purchased the 37,066 shares of Common Stock for an aggregate purchase price of $146,518.19 and financed the purchase through cash on hand, and NCC Limited purchased the 35,647 shares of Common Stock for an aggregate purchase price of $142,058.71 and financed the purchase through cash on hand.
The information related to the transfer of the Common Stock previously owned by Hudson described in Item 2 above is incorporated herein by reference. |
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Item 4. |
Purpose of Transaction |
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The Reporting Persons acquired the shares of Common Stock of the Issuer for general investment purposes. The Reporting Persons will continuously evaluate their ownership of Common Stock and the Issuer’s business and industry. Depending on market conditions and other factors that the Reporting Persons may deem material to their investment decision, including the availability of other investment opportunities, each Reporting Person may from time to time acquire additional shares of Common Stock in the open market or in privately negotiated transactions or dispose of all or a portion of the shares of Common Stock that such Reporting Person now owns or may hereafter acquire.
The Reporting Persons intend to nominate an alternative slate of directors for election to the Issuer’s Board of Directors at the earliest possible opportunity.
Without limitation of the foregoing (and consistent with their investment purpose), the Reporting Persons will continue to consider alternative courses of action and will in the future take such actions with respect to their investment in the Issuer as they deem appropriate in light of the circumstances existing from time to time. Such actions, in addition to that discussed above, may include making |
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13
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recommendations to members of management concerning various business strategies, acquisitions, policies, seeking to acquire control of the Issuer through a merger, proxy solicitation, tender offer, significant equity investment, exchange offer or otherwise, or such other actions as the Reporting Persons may deem appropriate.
The Reporting Persons’ intention as described above would result in a change in the present board of directors of the Issuer. |
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Item 5. |
Interest in Securities of the Issuer |
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(a) The Reporting Persons may be deemed to be a group according to the rules under the Act, and as such a group, may be deemed to beneficially own an aggregate of 849,369 shares of Common Stock as of October 30, 2008, which was approximately 27.48% of the outstanding Common Stock on such date (all computations of the percentage of outstanding Common Stock set forth herein are based on a total of 3,090,838 shares of Common Stock outstanding as of October 2, 2008 as reported in the Issuer’s proxy statement for its 2008 annual meeting of shareholders, as filed with the Securities and Exchange Commission on October 3, 2008). As of October 30, 2008, each Reporting Person beneficially owns the following number of shares of Common Stock: |
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Name of Filing Person |
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Number of Shares Beneficially |
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Percent of Outstanding |
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Brean Murray Carret Group Inc. |
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429,532 |
(1) |
13.9 |
% |
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Q Management Services (PTC) Ltd., as Trustee of the PQ II and as Trustee of the PQ III Turst |
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429,532 |
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13.9 |
% |
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Phyllis Quasha |
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429,532 |
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13.9 |
% |
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NCC Limited |
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173,653 |
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5.62 |
% |
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Telnem Holdings |
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2,950 |
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0.09 |
% |
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Nemazee Capital Corporation |
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1,100 |
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0.04 |
% |
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Hassan Nemazee |
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419,837 |
(1) (2) |
13.58 |
% |
(1) The record owner of the Common Stock owned by Brean is Evansville, and the record owner of the Common Stock held by Nemazee is Hudson.
14
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(2) Consists of 242,134 shares owned individually by Nemazee pursuant to the transfer of ownership by Hudson as described in Item 2 above, 172,953 shares owned by NCC Limited, 2,950 shares owned by Telnem and 1,100 shares owned by NCC.
(b) Brean is deemed to solely have the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by Brean. Because of their relationship to Brean as identified in Item 2 above, each of Q Management, as Trustee of PQ II and as Trustee of PQ III, Vicali, Demers, Findlay, Q Management and Quasha share voting and dispositive power with regard to the Common Stock owned by Brean and, therefore, may be deemed to have indirect beneficial ownership of the Common Stock owned by Brean.
Each of NCC Limited, NCC and Telnem are deemed to solely have the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by each of them. Because of Nemazee’s relationship to each NCC Limited, NCC and Telnem as identified in Item 2 above, Nemazee may be deemed to have indirect beneficial ownership of the Common Stock beneficially owned by each of NCC Limited, NCC and Telnem.
Nemazee is deemed to solely have the power to vote or direct the vote of, and to dispose or direct the disposition of, the Common Stock beneficially owned by him.
(c) The following transactions were effective by the identified parties during the sixty days preceding the date of filing of this Schedule 13D: |
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Reporting Person |
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Date |
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Buy/Sell |
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Number of Shares |
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Price Per Share |
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Brean Murray |
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Sept. 2nd |
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Buy |
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1,603 shares |
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$ |
4.2984 |
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Brean Murray |
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Sept. 9th |
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Buy |
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2,200 shares |
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$ |
4.1492 |
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Brean Murray |
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Sept. 15th |
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Buy |
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1,500 shares |
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$ |
4.10 |
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Brean Murray |
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Sept. 16th |
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Buy |
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3,451 shares |
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$ |
4.1314 |
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Brean Murray |
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Sept. 18th |
|
Buy |
|
3,236 shares |
|
$ |
4.1233 |
|
|
Brean Murray |
|
Sept. 25th |
|
Buy |
|
1,424 shares |
|
$ |
4.10 |
|
|
Brean Murray |
|
Sept. 29th |
|
Buy |
|
5,251 shares |
|
$ |
4.0979 |
|
|
Brean Murray |
|
Sept. 30th |
|
Buy |
|
1,730 shares |
|
$ |
4.00 |
|
|
Brean Murray |
|
Oct. 1st |
|
Buy |
|
708 shares |
|
$ |
4.00 |
|
|
Brean Murray |
|
Oct. 2nd |
|
Buy |
|
11,000 shares |
|
$ |
3.9455 |
|
|
Brean Murray |
|
Oct. 7th |
|
Buy |
|
2,300 shares |
|
$ |
3.90 |
|
|
Brean Murray |
|
Oct. 20th |
|
Buy |
|
1,200 shares |
|
$ |
2.75 |
|
|
Brean Murray |
|
Oct. 24th |
|
Buy |
|
565 shares |
|
$ |
2.6561 |
|
|
Brean Murray |
|
Oct. 30th |
|
Buy |
|
898 shares |
|
$ |
2.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NCC Limited |
|
Sept. 3rd |
|
Buy |
|
1,600 shares |
|
$ |
4.2984 |
|
|
NCC Limited |
|
Sept. 10th |
|
Buy |
|
2,106 shares |
|
$ |
4.1492 |
|
|
NCC Limited |
|
Sept. 16th |
|
Buy |
|
1,419 shares |
|
$ |
4.10 |
|
|
NCC Limited |
|
Sept. 17th |
|
Buy |
|
3,400 shares |
|
$ |
4.1314 |
|
|
NCC Limited |
|
Sept. 18th |
|
Buy |
|
3,200 shares |
|
$ |
4.1233 |
|
|
NCC Limited |
|
Sept. 26th |
|
Buy |
|
1,400 shares |
|
$ |
4.10 |
|
|
NCC Limited |
|
Sept. 29th |
|
Buy |
|
5,000 shares |
|
$ |
4.0979 |
|
|
NCC Limited |
|
Sept. 30th |
|
Buy |
|
1,600 shares |
|
$ |
4.00 |
|
|
NCC Limited |
|
Oct. 1st |
|
Buy |
|
700 shares |
|
$ |
4.00 |
|
|
NCC Limited |
|
Oct. 3rd |
|
Buy |
|
11,000 shares |
|
$ |
3.9455 |
|
|
NCC Limited |
|
Oct. 7th |
|
Buy |
|
2,242 shares |
|
$ |
3.90 |
|
|
NCC Limited |
|
Oct. 21st |
|
Buy |
|
1,180 shares |
|
$ |
2.75 |
|
|
NCC Limited |
|
Oct. 24th |
|
Buy |
|
500 shares |
|
$ |
2.6561 |
|
|
NCC Limited |
|
Oct. 30 |
|
Buy |
|
700 shares |
|
$ |
2.75 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nemazee |
|
Oct. 30 |
|
Buy |
|
242,134 shares |
|
N/A |
|
|
15
The transaction listed above relating to Nemazee was made in a privately negotiated transaction. The transactions listed above relating to Brean and NCC Limited were effected on the NASDAQ Capital Market.
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
|
Jason Young, a director of the Issuer and representative of Brean and Nemazee, has been appointed by the Reporting Persons to effect the purposes described in Item 4 above. The Reporting Persons may grant Mr. Young proxies to vote the Common Stock held by each Reporting Person in the event a meeting is held as contemplated in Item 4.
Except as described herein, none of the Reporting Persons, and none of the executive officers or directors of the Reporting Persons, has any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting or investment power over securities of the Issuer.
The information set forth under Item 4 above is incorporated herein by reference. |
|
|
Item 7. |
Material to be Filed as Exhibits |
|
Exhibit 1 |
Joint Filing Agreement, dated November 3, 2008 |
16
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.
November 3, 2008
|
BREAN MURRAY CARRET GROUP INC. |
Q MANAGEMENT SERVICES (PTC) LTD. |
||||||
|
By: Vicali Services (BVI) Inc. |
By: Vicali Services (BVI) Inc. |
||||||
|
Its Director |
Its Director |
||||||
|
|
By: |
/s/ Susan V. Demers |
|
By: |
s/ Susan V. Demers |
||
|
|
Name: Susan V. Demers |
|
Name: Susan V. Demers |
||||
|
|
Title: Director |
|
Title: Director |
||||
|
|
|
|
|||||
|
|
|
|
|||||
|
NCC LIMITED |
|
TELNEM HOLDINGS LLC |
|||||
|
|
|
|
|||||
|
By: |
/s/ Hassan Nemazee |
|
By: |
/s/ Hassan Nemazee |
|||
|
Name: Hassan Nemazee |
|
Name: Hassan Nemazee |
|||||
|
Title: Director |
|
Title: Manager |
|||||
|
|
|
|
|||||
|
|
|
|
|||||
|
NEMAZEE CAPITAL CORPORATION |
|
|
|||||
|
|
|
|
|||||
|
By: |
/s/ Hassan Nemazee |
|
|
||||
|
Name: Hassan Nemazee |
|
|
|||||
|
Title: Director |
|
|
|||||
|
|
|
|
|||||
|
|
|
|
|||||
|
/s/ Phyllis Quasha |
|
/s/ Hassan Nemazee |
|||||
|
Phyllis Quasha |
|
Hassan Nemazee |
|||||
|
|
ATTENTION |
|
|
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
||
17