WESTELL TECHNOLOGIES, INC. Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Westell Technologies, Inc.
750 North Commons Drive
Aurora, IL 60504
_______________________________
- 898-2500www.westell.com info@westell.com SIC Code: 3661
QuarterlyReport
For the period ending June 30, 2023(the "Reporting Period")
Outstanding Shares
The number of shares outstanding of our Class A Common Stock was:
8,111,187as of June 30, 2023 (current reporting period date or more recent date) 7,989,671as of March 31, 2023 (most recent completed fiscal year end)
The number of shares outstanding of our Class B Common Stock was:
3,484,287as of June 30, 2023 (current reporting period date or more recent date) 3,484,287as of March 31, 2023 (most recent completed fiscal year end)
Shell Status
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933, Rule 12b-2 of the Exchange Act of 1934 and Rule 15c2-11 of the Exchange Act of 1934):
Yes: ☐ No: ☒
Indicate by check mark whether the company's shell status has changed since the previous reporting period:
Yes: ☐ | No: ☒ |
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Change in Control
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐ | No: ☒ |
- Name and address(es) of the issuer and its predecessors (if any)
In answering this item, provide the current name of the issuer any names used by predecessor entities, along with the dates of the name changes.
Westell Technologies, Inc. (Formerly known as Electronic Information Technologies, Inc. - Name changed in October 1995 and previously formally known as R-COM, INC. - Name changed in November 1992.)
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):
Issuer is a Corporation incorporated in the State of Delaware on 10/29/1980. Current standing: Active.
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
None.
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
None.
The address(es) of the issuer's principal executive office:
750 North Commons Drive, Aurora, IL 60504
The address(es) of the issuer's principal place of business:
- Check if principal executive office and principal place of business are the same address:
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past five years?
No: ☒ | Yes: ☐ If Yes, provide additional details below: |
- "Change in Control" shall mean any events resulting in:
- Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;
- The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;
- A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
- The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
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Security Information
Transfer Agent
Name: Broadridge Corporate Issuer Solutions, Inc.
Phone: (855) 449-0975
Email: Shareholder@broadridge.com
Address: 1155 Long Island Avenue, Englewood, NY 11717
Publicly Quoted or Traded Securities:
The goal of this section is to provide a clear understanding of the share information for its publicly quoted or traded equity securities. Use the fields below to provide the information, as applicable, for all outstanding classes of securities that are publicly traded/quoted.
Trading symbol: | WSTL | ||
Exact title and class of securities outstanding: | Class A Common Stock | ||
CUSIP: | 957541303 | ||
Par or stated value: | par value: $0.01 per share | ||
Total shares authorized: | 109,000,000 | as of date: | June 30, 2023 |
Total shares outstanding: | 8,111,187 | as of date: | June 30, 2023 |
Total number of shareholders of record: | 79 | as of date: | June 30, 2023 |
All additional class(es) of publicly quoted or traded securities (if any):
None:
Other classes of authorized or outstanding equity securities:
The goal of this section is to provide a clear understanding of the share information for its other classes of authorized or outstanding equity securities (e.g. preferred shares). Use the fields below to provide the information, as applicable, for all other authorized or outstanding equity securities.
Exact title and class of securities outstanding: | Class B Common Stock(1) | |
CUSIP (if applicable): | N/A | |
Par or stated value: | par value: $0.01 per share | |
Total shares authorized: | 25,000,000 | as of date: June 30, 2023 |
Total shares outstanding (if applicable): | 3,484,287 | as of date: June 30, 2023 |
Total number of shareholders of record (if applicable): | 4 | as of date: June 30, 2023 |
- Class A Common Stock is freely transferable. Class B Common Stock is transferable only to certain transferees but is convertible into Class A Common Stock on a share-for-share basis. Holders of Class A Common Stock have one vote per share and holders of Class B Common Stock have four votes per share.
Exact title and class of the security: | Preferred Stock | |
CUSIP (if applicable): | N/A | |
Par or stated value: | par value: $0.01 per share | |
Total shares authorized: | 1,000,000 | as of date: June 30, 2023 |
Total shares outstanding (if applicable): | None | as of date: June 30, 2023 |
Total number of shareholders of record (if applicable): | N/A | as of date: June 30, 2023 |
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Security Description:
The goal of this section is to provide a clear understanding of the material rights and privileges of the securities issued by the company. Please provide the below information for each class of the company's equity securities, as applicable:
1. For common equity, describe any dividend, voting and preemption rights.
Class A Common Stock is freely transferable. Class B Common Stock is transferable only to certain permitted transferees (generally tied to the Penny family (the Company's principal stockholders)) but is convertible into Class A Common Stock on a share-for-share basis. Holders of Class A Common Stock have one vote per share and holders of Class B Common Stock have four votes per share. No other dividend or preemptive rights.
2. For preferred stock, describe the dividend, voting, conversion, and liquidation rights as well as redemption or sinking fund provisions.
The Board of Directors has the authority to issue up to 1,000,000 shares of preferred stock in one or more series and to fix the rights, preferences, privileges and restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares
constituting any series or the designation of such series, without any further vote or action by stockholders.
3. Describe any other material rights of common or preferred stockholders.
The members of the Penny family (principal stockholders) have a Stock Transfer Restriction Agreement that prohibits, with limited exceptions, such members from transferring their Class B Common Stock acquired prior to November 30, 1995, without first offering such stock to the other members of the Penny family. If converted,
Class B stock converts on a one-for-onebasis into shares of Class A Common Stock upon a transfer.
4. Describe any material modifications to rights of holders of the company's securities that have occurred over the reporting period covered by this report.
None
- Issuance History
The goal of this section is to provide disclosure with respect to each event that resulted in any changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Indicate by check mark whether there were any changes to the number of outstanding shares within the past two completed fiscal years:
No: ☐ | Yes: ☒ (If yes, you must complete the table below) |
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Shares Outstanding as of Second Most Recent | ||||||||||
Fiscal Year End: | Opening Balance | *Right-click the rows below and select "Insert" to add rows as needed. | ||||||||
Date 03/31/2021 | Class A Common: 7,521,271 | |||||||||
Class B Common: 3,484,287 | ||||||||||
Preferred: 0 | ||||||||||
Date of | Transaction | Number of | Class of | Value of | Were the | Individual/ Entity | Reason for share | Restricted or | Exemption | |
Transaction | type (e.g. new | Shares | Securities | shares | shares | Shares were | issuance (e.g. for | Unrestricted | or | |
issuance, | Issued (or | issued | issued at | issued to | cash or debt | as of this | Registration | |||
cancellation, | cancelled) | ($/per | a discount | (entities must | conversion) | filing. | Type. | |||
shares | share) at | to market | have individual | -OR- | ||||||
returned to | Issuance | price at | with voting / | Nature of | ||||||
treasury) | (1) | the time | investment | Services | ||||||
of | control | Provided | ||||||||
issuance? | disclosed). | |||||||||
(Yes/No) | ||||||||||
4/1/2021 | New | 34,013 | Class A | $0.81 | No | Timothy L. | Employee | Unrestricted | (2) | |
issuance | Duitsman | Compensation | ||||||||
4/1/2021 | New | 21,666 | Class A | $0.81 | No | Jeniffer L. | Employee | Unrestricted | (2) | |
issuance | Jaynes | Compensation | ||||||||
4/1/2021 | Shares | (7,496) | Class A | $0.81 | No | Jeniffer L. | Repurchase for | Unrestricted | (2) | |
returned to | Jaynes | tax withholdings | ||||||||
Treasury | ||||||||||
4/1/2021 | New | 15,000 | Class A | $0.81 | No | Jesse | Employee | Unrestricted | (2) | |
issuance | Swartwood | Compensation | ||||||||
4/1/2021 | Shares | (5,190) | Class A | $0.81 | No | Jesse | Repurchase for | Unrestricted | (2) | |
returned to | Swartwood | tax withholdings | ||||||||
Treasury | ||||||||||
4/1/2021 | New | 29,700 | Class A | $0.81 | No | Employee(s) | Employee | Unrestricted | (2) | |
issuance | Compensation | |||||||||
4/1/2021 | Shares | (10,341) | Class A | $0.81 | No | Employee(s) | Repurchase for | Unrestricted | (2) | |
returned to | tax withholdings | |||||||||
Treasury | ||||||||||
4/2/2021 | New | 3,834 | Class A | $0.81 | No | Jeniffer L. | Employee | Unrestricted | (2) | |
issuance | Jaynes | Compensation | ||||||||
4/2/2021 | Shares | (1,326) | Class A | $0.81 | No | Jeniffer L. | Repurchase for | Unrestricted | (2) | |
returned to | Jaynes | tax withholdings | ||||||||
Treasury | ||||||||||
4/2/2021 | New | 8,334 | Class A | $0.81 | No | Jesse | Employee | Unrestricted | (2) | |
issuance | Swartwood | Compensation | ||||||||
4/2/2021 | Shares | (2,883) | Class A | $0.81 | No | Jesse | Repurchase for | Unrestricted | (2) | |
returned to | Swartwood | tax withholdings | ||||||||
Treasury | ||||||||||
4/2/2021 | New | 45,007 | Class A | $0.81 | No | Employee(s) | Employee | Unrestricted | (2) | |
issuance | Compensation | |||||||||
4/2/2021 | Shares | (15,591) | Class A | $0.81 | No | Employee(s) | Repurchase for | Unrestricted | (2) | |
returned to | tax withholdings | |||||||||
Treasury | ||||||||||
6/26/2021 | New | 5,000 | Class A | $0.76 | No | Employee(s) | Employee | Unrestricted | (2) | |
issuance | Compensation | |||||||||
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Disclaimer
Westell Technologies Inc. published this content on 11 August 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 August 2023 22:04:05 UTC.
