xG Technology Inc.

Board changes; amended constitutional documents

RNS Number : 7678J
xG Technology Inc.
19 July 2013

July 19, 2013


xG Technology, Inc.

("xG", "xG Technology" or the "Company")


Board changes; amended constitutional documents



xG Technology, the developer of a portfolio of wireless communications technologies, including cognitive radio networks, is pleased to announce that, following the Company's registration statement in connection with its public offering in the United States having been declared effective by the U.S. Securities and Exchange Commission and the Company's shares being listed on the NASDAQ Capital Market as of July 19, 2013, Larry Townes, Ken Hoffman, Gary Cuccio and Ray Sidney have been appointed, with immediate effect, as new non-executive Independent Directors (as that term is defined in the NASDAQ Stock Market Rules). Effective at the same time, Mats Wennberg, Roger Branton, James Woodyatt and Palmi Sigmarsson have resigned as directors. In addition and also with immediate effect, Rick Mooers has stood down from the office of Executive Chairman and is succeeded by George Schmitt. Rick Mooers will remain a director of the Company in a non-executive capacity.


Larry Townes is the CEO of Townes Tele-Communications, Inc. and directs the operations of a widely diversified group of companies. These include eight incumbent rural telephone companies operating in seven states, wireless operations which include cellular radio service, petroleum exploration and production, agricultural operations and related riparian rights. Mr. Townes' interests also include ranching, banking and real estate investments. Townes Tele-Communications, Inc. is based in Texas.


Ken Hoffman is Vice President of Regulatory Affairs for Florida Power & Light Company ("FPL"), the rate-regulated subsidiary of NextEra Energy, Inc. (NYSE: NEE), one of the nation's leading electricity-related services companies. He is responsible for providing assistance in the management and oversight of FPL's regulatory activities before state regulators and the State Legislature on energy matters. Mr. Hoffman joined FPL in 2008 after a successful career in private law practice specializing in the representation of public utilities and telecommunications companies before the Florida Public Service Commission, the Florida Legislature and the Florida courts. Over the course of his legal career, Mr. Hoffman has served as legal and legislative counsel to investor-owned, municipal and rural electric cooperative utilities; wireless, CLEC and Rural ILEC telecommunications companies; and investor-owned and municipal water and wastewater utilities.


Gary Cuccio has over 35 years of operating experience in wireless, software, engineering, operations, sales and marketing. Gary currently serves as Chairman of Openet Telecom Ltd., a Dublin, Ireland based venture-capital backed software company providing IP mediation to leading telcos on a global basis. Gary also serves on the board of mBlox, a London and Sunnyvale, California based venture-capital backed startup providing a service bureau for SMS messages in the wireless space. Previously, Gary was CEO of ATG, a CLEC based in California, Oregon and Washington. Prior to ATG, Gary was CEO of LHS group (Nasdaq: LHSG), a telco billing software supplier. LHS was acquired by Sema, a French software company, in Q3, 2000 for $6.8 billion. Gary was also COO of Omnipoint, a PCS mobile wireless carrier. Gary's experience also includes several positions held at Airtouch, most notably Vice President of Operations for Europe, Vice President, Asia and President of Airtouch Paging. The company was merged with Vodafone in 1999.


Ray Sidney is an investor in sustainable real estate ventures and been involved with a number of companies, including Covia Labs, Hemedex, Edison2 and Commuter Cars as an investor, board member or advisor. He is also a member of the X PRIZE Foundation's Vision Circle. In 1999, Ray was the second software engineer hired at Google, Inc. Previously, Ray had worked as a security expert and software engineer at RSA Labs and D.E.Shaw & Co., among other companies. He provided the implementation expertise for RC6, RSA's candidate cipher for NIST's quest for AES, a successor to the Data Encryption Standard. Ray attended Caltech and Harvard, and he received a bachelor's degree in mathematics from Harvard in 1991. He then entered the graduate program in mathematics at MIT, where he specialized in cryptography and received a PhD in 1995.


In addition, pursuant to the Offering, the Company has adopted new constitutional documents, copies of which can be accessed here. A summary of the key provisions is set out in the Appendix.







xG Technology, Inc.


John Coleman, Chief Executive Officer

+1 212 651 4219

Roger Branton, Chief Financial Officer

+1 212 651 4219

James Woodyatt, Investor Relations

+1 954 572 0395

Allenby Capital Limited (Nominated Adviser and Broker)


Nick Naylor

+44 20 3328 5656

Mark Connelly

+44 20 3328 5656

First Columbus LLP (Joint Broker)


Chris Crawford

+44 20 3002 2070

  Fusion PR (Media and Analyst Relations)


David Worthington

+1 212 651 4200









Larry Charles Townes (aged 64)


Save as set out below, there are no other matters to be disclosed in relation to Larry Townesunder Rule 17 or Schedule 2 paragraph (g) of the AIM Rules.


Current and previous directorships and partnerships over the past five years:



Past (last five years)

MB Technology Holdings, LLC


First National Bank of Tom Bean Texas

Townes Tele-Communications, Inc.

Walnut Hill Telephone Company

Tatum Telephone Company

Haxtun Telephone Company

Electra Telephone Company

KM Dial, Inc.

Mokan Dial, Inc.

MoKan Communications, Inc.


Choctaw Telephone Company

Townes Telecommunications Services

Townes Broadband, Inc.

Pymatuning Ind Tel Co

PT Communications

LCT Energy, Inc.


On his appointment, Larry Townes, through his 3.74% percentage ownership interest in MB Technology Holdings, LLC ("MBTH"), has an indirect beneficial interest in the 5,307,855 shares of $0.01 each in the Common Stock of xG ("Shares") held by MBTH (equivalent to 66.07% of the current issued and outstanding share capital of the Company).



Kenneth Alan Hoffman (aged 57)


Save below, there are no other matters to be disclosed in relation to Kenneth Hoffman under Rule 17 or Schedule 2 paragraph (g) of the AIM Rules.


Current and previous directorships and partnerships over the past five years:



Past (last five years)




On being appointed as a member of the Company's Advisory Board, Kenneth Hoffman was granted options over 50,000 shares, exercisable at an exercise price of $0.16 per Share. On his appointment, Kenneth Hoffman also owns 44,000 Shares directly and has an interest in the Shares held by MBTH through his indirect 0.376% percentage ownership interest in MBTH.


Gary Dee Cuccio (aged 67)


Save below, there are no other matters to be disclosed in relation to Gary Cuccio under Rule 17 or Schedule 2 paragraph (g) of the AIM Rules.


Current and previous directorships and partnerships over the past five years:



Past (last five years)

mBlox, Inc.

Affinity Internet, Inc.

Openet Telecom Ltd.

G&DC Land Co.


On his appointment, Gary Cuccio has an interest in the Shares held by MBTH through his indirect 0.376% percentage ownership interest in MBTH held through a trust of which he is trustee.


Raymond Mark Sidney (aged 43)


Save below, there are no other matters to be disclosed in relation to Ray Sidney under Rule 17 or Schedule 2 paragraph (g) of the AIM Rules.


Current and previous directorships and partnerships over the past five years:



Past (last five years)







xG Technology has developed a broad portfolio of innovative intellectual property that we believe will enhance wireless communications. Its patented intellectual property portfolio covers a wide range of applications, including smart wireless networks that can help address the global wireless spectrum crisis through advanced technology. xG is commercializing some of these technologies to create xMax, a cognitive, or 'smart', radio network system. The Company's technology provides ways to increase the efficient use of spectrum, allowing network operators to offload existing voice or data traffic, reduce dropped calls, and enhance network capacity for their customers. xMax's standards-based IP architecture minimizes network deployment, management and operational costs while simplifying the delivery of high quality fixed and mobile voice and data services. xMax can enhance and extend wireless networks, and provides an economical last mile solution for hard to reach customers and devices. Using field-proven technology, xMax enables the delivery of mobile broadband services to consumers, agencies and enterprises worldwide in both licensed and free unlicensed bands. In the U.S., the Company has 44 patents granted, 16 patent applications pending, and 4 provisional applications pending. Internationally, we have 66 patents granted, 66 patent applications pending, and 10 Patent Cooperation Treaty (PCT) applications. For more information, please visit www.xgtechnology.com.






Each stockholder has one vote for each share of common stock held on all matters submitted to a vote of stockholders. A shareholder may vote in person or by proxy. Elections of directors are determined by a plurality of the votes cast and all other matters are decided by a majority of the votes cast by those shareholders entitled to vote and present in person or by proxy. Because the Company's stockholders do not have cumulative voting rights, stockholders holding a majority of the voting power of the shares of common stock will be able to elect all of the Company's directors. The Company's amended and restated certificate of incorporation and amended and restated bylaws provide that stockholder actions may be effected at a duly called meeting of stockholders or pursuant to written consent of the majority of shareholders. A special meeting of stockholders may be called by the majority of the Company's board of directors or by a committee determined by the board of directors with power to call such meetings.


The holders of outstanding shares of common stock are entitled to receive dividends out of funds legally available at the times and in the amounts that the Company's board may determine, provided that required dividends, if any, on preferred stock have been paid or provided for.


Common stock is not convertible or redeemable.


As considered appropriate for a Delaware corporation listed on NASDAQ, the pre-emption, mandatory take-over and interest disclosure provisions that were inserted into the Company's constitution at the time of its admission to AIM have been removed.


Upon the Company's dissolution, liquidation or winding-up, the assets legally available for distribution to its stockholders and remaining after payment to holders of preferred stock of the amounts, if any, to which they are entitled, are distributable ratably among the holders of the Company's common stock subject to any senior class of securities.


Cautionary Statement Regarding Forward Looking Statements


Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

Except for the historical information contained herein, the matters discussed are forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements involve risks and uncertainties as set forth in the Company's filings with the Securities and Exchange Commission. These risks and uncertainties could cause actual results to differ materially from any forward-looking statements made herein.


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