Westell Technologies : Annual report for the year ending March 31, 2022 – Marketscreener.com
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
Westell Technologies, Inc.
750 North Commons Drive
Aurora, IL 60504
_______________________________
AnnualReport
For the Period Ending: March 31, 2022
(the “Reporting Period”)
As of March 31, 2022 (the current reporting period), the number of shares outstanding of our Class A Common Stock was: 7,705,826and the number of shares outstanding of our Class B Common Stock was: 3,484,287.
As of December 31, 2021, (the previous reporting period), the number of shares outstanding of our Class A Common Stock was: 7,703,250and the number of shares outstanding of our Class B Common Stock was: 3,484,287.
As of March 31, 2021, (the most recent completed fiscal year end date), the number of shares outstanding of our Class A Common Stock was: 7,521,271and the number of shares outstanding of our Class B Common Stock was: 3,484,287.
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 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: ☒
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
Yes: ☐
No: ☒
i
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 box 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?
Yes: ☐
No: ☒
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
None.
2)
Security Information
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:
109,000,000as of date: March 31, 2022
Total shares outstanding:
7,705,826
as of date: March 31, 2022
Number of shares in the Public Float2:
6,888,563
as of date: March 31, 2022
Total number of shareholders of record:
77for Class A Common Stock as of date: March 31, 2022and
4for Class B Common Stock as of date: March 31, 2022
All additional class(es) of publicly traded securities (if any):
The Company does not have any additional classes of publicly traded securities, but we do have the following additional classes of securities that are not publicly traded:
ii
Trading symbol:
N/A
Exact title and class of securities outstanding:
Class B Common Stock(1)
CUSIP:
N/A
Par or stated value:
par value: $0.01 per share
Total shares authorized:
25,000,000
as of date: March 31, 2022
Total shares outstanding:
3,484,287
as of date: March 31, 2022
Trading symbol:
N/A
Exact title and class of securities outstanding:
Preferred Stock
CUSIP:
N/A
Par or stated value:
par value: $0.01 per share
Total shares authorized:
1,000,000
as of date: March 31, 2022
Total shares outstanding:
None
as of date: March 31, 2022
Transfer Agent
Name:
Broadridge Corporate Issuer Solutions, Inc.
Phone:
(855) 449-0975
Email:
Shareholder@broadridge.com
Address: 1155 Long Island Avenue, Englewood, NY 11717
Is the Transfer Agent registered under the Exchange Act?3
Yes: ☒
No: ☐
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ☐
iii
Shares Outstanding as of Second Most Recent
Fiscal Year End:
Opening Balance
*Right-click the rows below and select “Insert” to add rows as needed.
Date 03/31/2020
Class A Common: 12,224,450
Class B Common: 3,484,287
Preferred: 0
Date of
Transaction
Number of
Class of
Value of
Were the
Individual/ Entity
Reason for share
Restricted or
Exemption
Transaction
type (e.g. new
Shares
Securities
shares
shares
Shares were
issuance (e.g. for
Unrestricted
or
issuance,
Issued (or
issued
issued at
issued to
cash or debt
as of this
Registration
cancellation,
cancelled)
($/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)
4/1/2020
New
8,334
Class A
$0.78
No
Jeniffer L.
Employee
Unrestricted
S-8
issuance
Jaynes
Compensation
4/1/2020
Shares
(2,883)
Class A
$0.78
No
Jeniffer L.
Repurchase for
Unrestricted
S-8
returned to
Jaynes
tax withholdings
Treasury
4/1/2020
New
11,667
Class A
$0.78
No
Jesse
Employee
Unrestricted
S-8
issuance
Swartwood
Compensation
4/1/2020
Shares
(4,036)
Class A
$0.78
No
Jesse
Repurchase for
Unrestricted
S-8
returned to
Swartwood
tax withholdings
Treasury
4/1/2020
New
72,426
Class A
$0.78
No
Employee(s)
Employee
Unrestricted
S-8
issuance
Compensation
4/1/2020
Shares
(24,857)
Class A
$0.78
No
Employee(s)
Repurchase for
Unrestricted
S-8
returned to
tax withholdings
Treasury
4/2/2020
New
3,833
Class A
$0.73
No
Jeniffer L.
Employee
Unrestricted
S-8
issuance
Jaynes
Compensation
4/2/2020
Shares
(1,326)
Class A
$0.73
No
Jeniffer L.
Repurchase for
Unrestricted
S-8
returned to
Jaynes
tax withholdings
Treasury
4/2/2020
New
8,333
Class A
$0.73
No
Jesse
Employee
Unrestricted
S-8
issuance
Swartwood
Compensation
4/2/2020
Shares
(2,883)
Class A
$0.73
No
Jesse
Repurchase for
Unrestricted
S-8
returned to
Swartwood
tax withholdings
Treasury
4/2/2020
New
48,338
Class A
$0.73
No
Employee(s)
Employee
Unrestricted
S-8
issuance
Compensation
4/2/2020
Shares
(16,621)
Class A
$0.73
No
Employee(s)
Repurchase for
Unrestricted
S-8
returned to
tax withholdings
Treasury
6/26/2020
New
7,666
Class A
$0.78
No
Employee(s)
Employee
Unrestricted
S-8
issuance
Compensation
iv
Date of
Transaction
Number of
Class of
Value of
Were the
Individual/ Entity
Reason for share
Restricted or
Exemption
Transaction
type (e.g. new
Shares
Securities
shares
shares
Shares were
issuance (e.g. for
Unrestricted
or
issuance,
Issued (or
issued
issued at
issued to
cash or debt
as of this
Registration
cancellation,
cancelled)
($/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)
6/26/2020
Shares
(2,561)
Class A
$0.78
No
Employee(s)
Repurchase for
Unrestricted
S-8
returned to
tax withholdings
Treasury
7/17/2020
New
2,334
Class A
$1.18
No
Employee(s)
Employee
Unrestricted
S-8
issuance
Compensation
7/17/2020
Shares
(807)
Class A
$1.18
No
Employee(s)
Repurchase for
Unrestricted
S-8
returned to
tax withholdings
Treasury
7/30/2020
New
8,333
Class A
$1.10
No
Employee(s)
Employee
Unrestricted
S-8
issuance
Compensation
7/30/2020
Shares
(2,948)
Class A
$1.10
No
Employee(s)
Repurchase for
Unrestricted
S-8
returned to
tax withholdings
Treasury
8/26/2020
New
15,000
Class A
$1.08
No
Jeniffer L.
Employee
Unrestricted
S-8
issuance
Jaynes
Compensation
8/26/2020
Shares
(4,340)
Class A
$1.08
No
Jeniffer L.
Repurchase for
Unrestricted
S-8
returned to
Jaynes
tax withholdings
Treasury
9/1/2020
New
33,333
Class A
$1.06
No
Timothy L.
Employee
Unrestricted
S-8
issuance
Duitsman
Compensation
9/17/2020
New
4,999
Class A
$1.10
No
Employee(s)
Employee
Unrestricted
S-8
issuance
Compensation
9/17/2020
Shares
(1,481)
Class A
$1.10
No
Employee(s)
Repurchase for
Unrestricted
S-8
returned to
tax withholdings
Treasury
9/29/2020
New
4,032
Class A
$1.24
No
Kirk R.
Board
Unrestricted
S-8
issuance
Brannock
Compensation
9/29/2020
New
4,032
Class A
$1.24
No
Scott C.
Board
Unrestricted
S-8
issuance
Chandler
Compensation
9/29/2020
New
4,032
Class A
$1.24
No
Robert W.
Board
Unrestricted
S-8
issuance
Foskett
Compensation
9/29/2020
New
4,032
Class A
$1.24
No
Robert C.
Board
Unrestricted
S-8
issuance
Penny III
Compensation
9/29/2020
New
4,032
Class A
$1.24
No
Cary B. Wood
Board
Unrestricted
S-8
issuance
Compensation
v
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Westell Technologies Inc. published this content on 10 June 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 June 2022 20:22:05 UTC.