0001169232-09-000688.txt : 20090209
<sec-header>0001169232-09-000688.hdr.sgml : 20090209
<acceptance-datetime>20090209142214
ACCESSION NUMBER: 0001169232-09-000688
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20090209
DATE AS OF CHANGE: 20090209
GROUP MEMBERS: PHYLLIS QUASHA
GROUP MEMBERS: Q MANAGEMENT SERVICES LTD.
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: PROXIM WIRELESS CORP
CENTRAL INDEX KEY: 0000712511
STANDARD INDUSTRIAL CLASSIFICATION: RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT [3663]
IRS NUMBER: 042751645
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-58753
FILM NUMBER: 09580818
BUSINESS ADDRESS:
STREET 1: 881 NORTH KING STREET
STREET 2: SUITE 100
CITY: NORTHAMPTON
STATE: MA
ZIP: 01060
BUSINESS PHONE: 4135841425
MAIL ADDRESS:
STREET 1: 881 NORTH KING STREET
STREET 2: SUITE 100
CITY: NORTHAMPTON
STATE: MA
ZIP: 01060
FORMER COMPANY:
FORMER CONFORMED NAME: TERABEAM, INC.
DATE OF NAME CHANGE: 20051107
FORMER COMPANY:
FORMER CONFORMED NAME: YDI WIRELESS, INC.
DATE OF NAME CHANGE: 20051103
FORMER COMPANY:
FORMER CONFORMED NAME: TERABEAM, INC
DATE OF NAME CHANGE: 20051102
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Brean Murray Carret Group Inc.
CENTRAL INDEX KEY: 0001449359
IRS NUMBER: 000000000
STATE OF INCORPORATION: D8
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D
BUSINESS ADDRESS:
STREET 1: TROPIC ISLE BUILDING
STREET 2: P O BOX 3331
CITY: ROAD TOWN TORTOLA
STATE: D8
ZIP: VG 1110
BUSINESS PHONE: 212-848-9801
MAIL ADDRESS:
STREET 1: TROPIC ISLE BUILDING
STREET 2: P O BOX 3331
CITY: ROAD TOWN TORTOLA
STATE: D8
ZIP: VG 1110
</acceptance-datetime></sec-header>
<document>
<type>SC 13D
</type><sequence>1
</sequence><filename>d76065_sc13d.txt
</filename><description>SCHEDULE 13D
<text>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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)
PROXIM WIRELESS CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
744285107
- --------------------------------------------------------------------------------
(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)
February 5, 2009
- --------------------------------------------------------------------------------
(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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box |_|.
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.
(Continued on following pages)
(Page 1 of 6 Pages)
- ----------
(1) 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 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>
CUSIP No. _________ 13D Page 2 of 6 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Brean Murray Carret Group Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,201,501
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 1,201,501
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,201,501
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</page><page>
CUSIP No. __________ 13D Page 3 of 6 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Q Management Services (PTC) Ltd. as Trustee of the PQ II Trust and as
Trustee of the PQ III Trust
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES 1,201,501
BENEFICIALLY
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,201,501
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,201,501
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</page><page>
CUSIP No. __________ 13D Page 4 of 6 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Phyllis Quasha
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) |_|
(b) |_|
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) |_|
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 1,201,501
OWNED BY -----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,201,501
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,201,501
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
</page><page>
CUSIP No. _________ 13D Page 5 of 6 Pages
- --------------------------------------------------------------------------------
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per share (the
"Common Stock") of Proxim Wireless Corporation (the "Company"). The Company has
its principal executive offices at 1561 Buckeye Drive, Milpitas, California,
95035.
- --------------------------------------------------------------------------------
Item 2. Identity and Background.
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"); Vicali Services
(BVI) Inc., a British Virgin Islands company ("Vicali"); Q Management Services
(PTC) Ltd., as Trustee of the PQ II Trust, a trust administered under the laws
of the British Virgin Islands ("PQ II"); Q Management Services (PTC) Ltd., as
Trustee of the PQ III Trust, a trust administered under the laws of the British
Virgin Islands ("PQ III"); Q Management Services (PTC) Ltd., a British Virgin
Islands company ("Q Management"); and Phyllis Quasha ("Quasha").
The Reporting Persons are making a single joint filing pursuant to Rule
13d-1(k)(1) of the Act.
Q Management, as Trustee of PQ II and as Trustee of PQ III, own all of the
capital stock of Brean. Vicali is the sole director of Brean, and Susan Demers,
a United States citizen ("Demers"), and Margaret Price Findlay, a citizen of
Trinidad and Tobago ("Findlay"), are the directors of Brean. Each of PQ II and
PQ III are revocable trusts. Q Management is the sole trustee of each of PQ II
and PQ III. 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.
The principal business address and principal business or occupation of each
Reporting Person is as follows:
Name and Business Address Principal Business or Occupation
Brean Murray Carret Group Inc. Investment holding company
Tropic Isle Building
P.O. Box 3331 Road Town, Tortola
British Virgin Islands VG 1110
PQ II Trust Trust
Q Management Services (PTC) Ltd., as Trustee
Tropic Isle Building
P.O. Box 3331 Road Town, Tortola
British Virgin Islands VG 1110
PQ III Trust Trust
Q Management Services (PTC) Ltd., as Trustee
Tropic Isle Building
P.O. Box 3331 Road Town, Tortola
British Virgin Islands VG 1110
Q Management Services (PTC) Ltd. Private trust company
Tropic Isle Building
P.O. Box 3331 Road Town, Tortola
British Virgin Islands VG 1110
Phyllis Quasha Retired
Lyford Suites
Suite 12
Lyford Cay Club
Nassau, New Providence
The Bahamas
Vicali Services (BVI) Inc. Company administration
Tropic Isle Building
P.O. Box 3331 Road Town, Tortola
British Virgin Islands VG 1110
Susan Demers Attorney
Tropic Isle Building
P.O. Box 3331 Road Town, Tortola
British Virgin Islands VG 1110
Margaret Price Findlay Attorney
Tropic Isle Building
P.O. Box 3331 Road Town, Tortola
British Virgin Islands VG 1110
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.
- --------------------------------------------------------------------------------
Item 3. Source and Amount of Funds or Other Consideration.
As described in Item 5(c) below, Brean Murray Carret Group Inc.
acquired the 1,201,501 shares of Common Stock and financed the purchase through
cash on hand.
- --------------------------------------------------------------------------------
Item 4. Purpose of Transaction.
The Reporting Person acquired the shares of Common Stock of the Issuer for
general investment purposes. The Reporting Person 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 Person may
deem material to their investment decision,including the availability of other
investment opportunities, the 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.
Without limitation of the foregoing (and consistent with their investment
purpose), the Reporting Person 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 may include making 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 Person may deem appropriate.
- --------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
(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 1,201,501 shares of Common Stock as of February 5, 2009, which was
approximately 5.1% 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 23,519,000 shares of Common Stock outstanding as of October
31, 2008.
Name of Filing Person Number of Shares Percent of
Beneficially Owned Outstanding
Brean Murray Carret Group Inc. 1,201,501 5.1%
Q Management Services (PTC) Ltd., 1,201,501 5.1%
as Trustee of the PQ II Trust
and PQ III Trust
Phyllis Quasha 1,201,501 5.1%
(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 Q Management, 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.
(c) Brean is the general partner to Carret PT L.P. who is the record holder
of the Common Stock; however, Carret PT has no beneficial ownership over such
shares.
The following transactions were effective by the identified parties during the
sixty days preceding the date of filing of this Schedule 13D:
Reporting Person Date Buy/Sell Number of Shares Price Per Share
Brean Murray Dec.17th Buy 11,300 shares $0.16
Brean Murray Dec. 18th Buy 5,700 shares $0.16
Brean Murray Dec. 19th Buy 60,700 shares $0.1584
Brean Murray Dec. 22nd Buy 31,100 shares $0.16
Brean Murray Dec. 23rd Buy 44,611 shares $0.16
Brean Murray Dec. 24th Buy 12,800 shares $0.16
Brean Murray Dec. 26th Buy 18,100 shares $0.16
Brean Murray Dec. 29th Buy 6,800 shares $0.16
Brean Murray Dec. 30th Buy 101,363 shares $0.158
Brean Murray Dec. 31st Buy 97,711 shares $0.1549
Brean Murray Jan. 29th Buy 50,938 shares $0.16
Brean Murray Feb. 3rd Buy 20,000 shares $0.16
Brean Murray Feb. 4th Buy 20,000 shares $0.16
All of the above transactions were reported in the name of Carret PT, who is the
record holder of the Common Stock.
- --------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as described herein, neither the Reporting Person or any of the executive
officers or directors of the Reporting Person, 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.
- --------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
- --------------------------------------------------------------------------------
</page><page>
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.
February 6, 2009
BREAN MURRAY CARRET GROUP INC.
By: Vicali Services (BVI) Inc.
Its Director
By: /s/Susan Demers
------------------------
Name: Susan Demers
Title: Director
Q MANAGEMENT SERVICES (PTC) LTD. Q MANAGEMENT SERVICES (PTC) LTD.
AS TRUSTEE OF THE PQ II TRUST AS TRUSTEE OF THE PQ III TRUST
By: /s/Susan Demers By: /s/Susan Demers
-------------------------- ---------------------------
Name: Susan Demers Name: Susan Demers
Title: Director Title: Director
Q MANAGEMENT SERVICES (PTC) LTD.
By: /s/Susan Demers
--------------------------
Name: Susan Demers
Title: Director
Phyllis Quasha
/s/ Phyllis Quasha
- -------------------------------
</page></text>
</description></document>
<document>
<type>EX-1
</type><sequence>2
</sequence><filename>d76065_ex1.txt
</filename><description>JOINT FILING AGREEMENT
<text>
Exhibit 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act
of 1934, as amended, the undersigned agree to the joint filing of a Statement on
Schedule 13D (including any and all amendments thereto) with respect to the
shares of Common Stock, $0.01 par value, of Proxim Wireless Solutions, Inc., and
further agree that this Joint Filing Agreement be included as an Exhibit
thereto. In addition, each party to this Agreement expressly authorizes each
other party to this Agreement to file on its behalf any and all amendments to
such Statement.
Dated: February 6, 2009
BREAN MURRAY CARRET GROUP INC.
By: Vicali Services (BVI) Inc.
Its Director
By: /s/Susan Demers
------------------------
Name: Susan Demers
Title: Director
Q MANAGEMENT SERVICES (PTC) LTD. Q MANAGEMENT SERVICES (PTC) LTD.
AS TRUSTEE OF THE PQ II TRUST AS TRUSTEE OF THE PQ III TRUST
By: /s/Susan Demers By: /s/Susan Demers
-------------------------- ---------------------------
Name: Susan Demers Name: Susan Demers
Title: Director Title: Director
Q MANAGEMENT SERVICES (PTC) LTD.
By: /s/Susan Demers
--------------------------
Name: Susan Demers
Title: Director
Phyllis Quasha
/s/ Phyllis Quasha
- -------------------------------
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
</text>
</description></document>
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