Filed Pursuant to Rule 424(b)(3) and Rule 424(c)
Registration Statement No. 333-82922
Dated: August 13, 2002
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED FEBRUARY 15, 2002)
UNITY WIRELESS CORPORATION
(FORMERLY SONIC SYSTEMS CORPORATION)
15,057,657 SHARES OF COMMON STOCK
This prospectus supplement relates to the offer and sale of 9,410,106
shares of the common stock of Unity Wireless Corporation and 5,647,551 shares of
the common stock of Unity Wireless Corporation issuable upon the exercise of
warrants, as described on the cover page of the prospectus dated February 15,
2002, to which this prospectus supplement is attached.
This prospectus supplement should be read in conjunction with the
prospectus, which is to be delivered with this prospectus supplement. This
prospectus supplement is qualified by reference to the prospectus except to the
extent that the information in this prospectus supplement updates and supersedes
the information contained in the prospectus.
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Investing in our common stock involves risks. See "Risk Factors" beginning
on page 2 of the attached prospectus to read about factors that you should
consider before buying shares of our common stock.
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This supplement reflects the transfer of shares and warrants purchased by
our former President, CEO and director to Mark Godsy, our Chairman of the Board,
on May 24, 2002. In December 2001, the Board of Directors agreed to advance
$90,000 to Mr. Robertson to enable him to subscribe for 500,000 units,
consisting of one share of common stock and one common stock purchase warrant
per unit, in conjunction with a private placement completed on December 24,
2001. The loan principal plus interest is due on December 24, 2003, bears
interest at 4% per annum and is secured by the subscribing shares. Mr. Robertson
has subsequently left our employment and the units as well as all obligations
under the loan were transferred to Mr. Godsy on May 24, 2002. On maturity, the
loan and all interest owing on the loan may be repaid either in cash or by Mr.
Godsy transferring to us all of the securities comprising the units purchased
with the loan. We are holding the units in escrow to secure repayment of the
loan.
SELLING SHAREHOLDERS
To reflect the transfer of the shares and warrants from John Robertson to
Mark Godsy described above, the description of Mr. Robertson's and Mr. Godsy's
holdings set forth below supersedes the information contained in the prospectus
with respect to these individuals under the heading "Selling Shareholders -
Selling Shareholders Who Acquired Their Shares Through Private Placements."
Selling shareholders who acquired their shares through private placements
The following is a list of the Selling Shareholders who own or have the
right to acquire 15,057,657 of the registered shares, including 9,410,106 shares
of common stock acquired in private placements and 5,647,551 which are
acquirable upon the exercise of warrants. Some of these selling shareholders
hold or have held a position, office or any other material relationship with us
or our predecessors or affiliates within the past three years. See "Directors,
Executive Officers, Promoters, and Control Persons." At February 15, 2002, we
had 30,915,704 shares of common stock issued and outstanding.
Total Number of
Number of Number of Shares of
Shares of Shares Common Stock
Common Stock Acquirable Total Number of to be Offered for
Owned on Upon Shares of Common Security Amount to be Owned
Name of February Exercise of Stock Beneficially Holder's After Offering is
Selling Shareholder 15, 2002 Warrants Owned Account Complete(c)
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Amount % Amount %
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John Robertson(1) 203,315 -- 203,315 0.7% 0.203,315(2) --(a) --
Mark Godsy(3) 3,252,079 562,337 3,949,834(a) 12.8% 11,500,432(4) 2,449,402(a) 7.9%
(1) Mr. Robertson is a former President, Chief Executive Officer and a
Director.
(2) Includes 203,315 shares of common stock owned by Mr. Robertson which
were previously registered on a registration statement on Form SB-2/A
filed with the Securities and Exchange Commission on October 18, 2001.
(3) Mr. Godsy is our Chairman and a Director.
(4) Includes 21,428 shares of common stock owned by Mr. Godsy which were
previously registered on a registration statement on Form SB-2/A filed
with the Securities and Exchange Commission on October 18, 2001.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
To reflect the transfer of the shares and warrants from John Robertson to
Mark Godsy described above, a new paragraph is added after the second paragraph
of the section entitled "Certain Relationships and Related Transactions"
reading:
Subsequent to purchasing the unit pursuant to the loan with the Company,
Mr. Robertson terminated his employment with the Company and the units as well
as all obligations under this loan were transferred to Mark Godsy, our Chairman
of the Board, on May 24, 2002. On maturity, the loan and all interest owing on
the loan may be repaid either in cash or by Mr. Godsy transferring to us all of
the securities comprising the units subscribed for with the loan. We are holding
the units in escrow to secure repayment of the loan by Mr. Godsy.
Neither the Securities and Exchange Commission nor any other regulatory
body has approved or disapproved of these securities or passed upon the accuracy
or adequacy of this prospectus supplement. Any representations to the contrary
is a criminal offense.
The date of this prospectus supplement is August 13, 2002