sec document
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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)
Metro One Telecommunications, Inc.
----------------------------------
(Name of Issuer)
Common Stock, No Par Value
--------------------------
(Title of Class of Securities)
59163F 10 5
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(CUSIP Number)
STEVEN WOLOSKY, ESQ.
OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 31, 2005
----------------
(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 11 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).
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CUSIP No. 59163F 10 5 13D Page 1 of 11 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
EVEREST SPECIAL SITUATIONS FUND L.P.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,251,070
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,251,070
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,251,070
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.00%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 59163F 10 5 13D Page 2 of 11 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
MAOZ EVEREST FUND MANAGEMENT LTD.
--------------------------------------------------------------------------------
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 ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ISRAEL
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,251,070
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,251,070
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,251,070
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.00%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
------------------------ ----------------------
CUSIP No. 59163F 10 5 13D Page 4 of 11 Pages
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================================================================================
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
ELCHANAN MAOZ
--------------------------------------------------------------------------------
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 ITEM 2(d) OR 2(e) / /
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
ISRAEL
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 1,251,070
OWNED BY
EACH
REPORTING
PERSON WITH -----------------------------------------------------------------
8 SHARED VOTING POWER
- 0 -
-----------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
1,251,070
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- 0 -
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
1,251,070
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.00%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
================================================================================
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 59163F 10 5 13D Page 5 of 11 Pages
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The following constitutes the Schedule 13D filed by the undersigned
(the "Schedule 13D").
Item 1. Security and Issuer.
-------------------
(a) Class of Securities: Common Stock, no par value (the "Common
Stock").
(b) Issuer: Metro One Telecommunications, Inc., 11220 Murray Scholls
Place, Beaverton, Oregon 97007 (the "Issuer").
Item 2. Identity and Background.
-----------------------
(a-c and f) The persons filing this statement are Everest Special
Situations Fund L.P. ("Everest"), a Delaware limited partnership, Maoz Everest
Fund Management Ltd. ("MEFM"), an Israeli company, and Elchanan Maoz, a citizen
of Israel. Everest, MEFM and Elchanan Maoz are each referred to herein as a
"Reporting Person" and collectively as the "Reporting Persons". The principal
business address of Everest, MEFM and Elchanan Maoz is Platinum House, 21
Ha'arba'a Street, Tel Aviv 64739 Israel.
Everest is primarily engaged in the business of investing in
securities. The principal business of MEFM is acting as the general partner of
Everest. The name, business address, present principal occupation or employment
and citizenship of each executive officer and director of MEFM is set forth on
Exhibit A hereto which is incorporated herein by reference. The principal
occupation of Elchanan Maoz is investing in securities.
Elchanan Maoz is the Chairman of Everest and the controlling
stockholder, Chairman and Chief Executive Officer of MEFM. Elchanan Maoz is in a
position to directly and indirectly determine the investment and voting
decisions made by MEFM, and consequently Everest.
The Reporting Persons may be deemed to be a "group" within the meaning
of Rule 13d-3 under the Securities Exchange Act of 1934, as amended.
(d, e) During the last five years, none of the Reporting Persons, nor
to the best of their knowledge, any person listed on Exhibit A, 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 resulting in its or his being
subject to a judgment, decree or final order enjoining future violation of, or
prohibiting or mandating activities subject to, federal or state securities laws
or a finding of any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The aggregate purchase price, including commissions, of the 1,251,070
shares of the Issuer's Common Stock ("Shares") purchased by Everest and reported
in this Schedule 13D is $713,236.34 (including all brokers' commissions). The
Shares reported herein were purchased with Everest's working capital.
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CUSIP No. 59163F 10 5 13D Page 6 of 11 Pages
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Item 4. Purpose of Transaction.
----------------------
Everest purchased the Shares for investment purposes and not for the
purpose of controlling the Issuer or effecting control transactions. Everest may
at any time increase or decrease its position in the securities of the Issuer
through, among other things, the purchase of securities on the open market, in
private transactions or otherwise, on such terms and at such times as Everest
may deem advisable.
Everest believes that management of the Issuer should consider taking
actions to unlock value for the Issuer's stockholders. Everest intends to review
its investment in the Issuer on a continuing basis and engage in discussions
with management and the Board of Directors of the Issuer concerning the
business, operations and future plans of the Issuer. Depending on various
factors including, without limitation, the Issuer's financial position and
investment strategy, the price levels of the Common Stock, conditions in the
securities markets and general economic and industry conditions, Everest may in
the future take such actions with respect to its investment in the Issuer as it
deems appropriate including, without limitation, seeking Board representation,
making proposals to the Issuer concerning changes to the capitalization,
ownership structure or operations of the Issuer, purchasing additional
securities, selling some or all of its Shares, engaging in short selling of or
any hedging or similar transaction with respect to the Shares or changing its
intention with respect to any and all matters referred to in Item 4.
The Reporting Persons currently have no plans, proposals or intentions
which would result in any actions described in clauses (a) through (j) in Item 4
of the General Instructions of Schedule 13D except as set forth herein or such
as would occur upon completion of the actions discussed above.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) On October 31, 2005, the Reporting Persons may be deemed to own
beneficially 1,251,070 Shares which constitutes approximately 5.0% of the
25,014,000 outstanding shares of the Common Stock (based upon the number of
shares that were reported to be outstanding in the Issuer's Form 8-K for the
fiscal quarter ended September 30, 2005 filed with Securities and Exchange
Commission on October 28, 2005). MEFM, by virtue of its status as the general
partner of Everest, may be deemed to own beneficially the Shares held by
Everest. Elchanan Maoz by virtue of his status as a controlling stockholder of
MEFM, the general partner of Everest, may be deemed to own beneficially the
Shares held by Everest. MEFM and Elchanan Maoz disclaim beneficial ownership of
such Shares except to the extent of their pecuniary interest therein.
(b) By virtue of his positions with MEFM and Everest, Elchanan Maoz
has the sole power to vote and dispose of the Shares reported in this Schedule
13D.
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CUSIP No. 59163F 10 5 13D Page 7 of 11 Pages
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(c) Schedule A attached hereto sets forth the transactions effected by
Everest with respect to the Common Stock during the past sixty days. Unless
otherwise noted, all such transactions were effected in the open market. Except
as reported herein, no other Reporting Person effected any transactions with
respect to the Issuer's Common Stock during the past sixty days.
(d) To the best of each of the Reporting Persons' knowledge, except as
set forth herein, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, any
shares of Common Stock which the Reporting Persons may be deemed to own
beneficially.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
----------------------------------------------------------------------
Other than as described herein, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons, or between the
Reporting Persons and any other person, with respect to the securities of the
Issuer.
Item 7. Material to be Filed as Exhibits.
--------------------------------
Exhibit A -- Directors and Executive Officers of Maoz Everest Fund
Management Ltd.
Exhibit B -- Joint Filing Agreement dated October 31, 2005.
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CUSIP No. 59163F 10 5 13D Page 8 of 11 Pages
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SCHEDULE A
TRANSACTIONS WITHIN THE PAST SIXTY DAYS
Everest Transactions
--------------------
Date Price No. of Shares Purchased
---- ----- -----------------------
9/13/05 0.7653 50,000
9/14/05 0.7579 25,000
9/19/05 0.7219 10,400
9/20/05 0.6900 22,000
9/21/05 0.6788 8,300
9/22/05 0.6800 10,000
9/26/05 0.7200 39,600
9/27/05 0.7080 12,600
9/28/05 0.7369 50,000
9/29/05 0.7298 20,000
10/03/05 0.7300 12,500
10/04/05 0.7280 30,000
10/06/05 0.6840 32,828
10/07/05 0.7261 26,804
10/10/05 0.7207 57,775
10/11/05 0.7100 100,000
10/14/05 0.6799 26,300
10/18/05 0.6997 6,200
10/18/05 0.6855 6,504
10/19/05 0.7053 17,600
10/20/05 0.5162 130,000
10/20/05 0.4500 43,508
10/21/05 0.4196 100,000
10/21/05 0.4200 100,000
10/24/05 0.4100 16,551
10/25/05 0.4447 48,500
10/26/05 0.4300 33,500
10/26/05 0.4257 100,000
10/27/05 0.4199 6,800
10/28/05 0.4100 7,800
10/31/05 0.4539 100,000
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CUSIP No. 59163F 10 5 13D Page 9 of 11 Pages
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SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: October 31, 2005 EVEREST SPECIAL SITUATIONS FUND L.P.
By: Maoz Everest Fund Management Ltd.,
its General Partner
By: /s/ Elchanan Maoz
----------------------
Name: Elchanan Maoz
Title: Chairman and Chief Executive Officer
MAOZ EVEREST FUND MANAGEMENT LTD.
By: /s/ Elchanan Maoz
----------------------
Name: Elchanan Maoz
Title: Chairman and Chief Executive Officer
/s/ Elchanan Maoz
-----------------------------
ELCHANAN MAOZ
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CUSIP No. 59163F 10 5 13D Page 10 of 11 Pages
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EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS OF
MAOZ EVEREST FUND MANAGEMENT LTD.
The name and present principal occupation or employment of the
directors and executive officers of Maoz Everest Fund Management Ltd. are set
forth below. The business address of each director and executive officer is
Platinum House, 21 Ha' arba'a Street, Tel Aviv 64739 Israel. All such persons
are citizens of Israel.
NAME AND POSITION PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT
Elchanan Maoz, Chairman and Chairman and Chief Executive Officer of Maoz
Chief Executive Officer Everest Fund Management Ltd.
Shlomit Oren, Research Analyst Research Analyst of Maoz Everest Fund
Management Ltd.
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CUSIP No. 59163F 10 5 13D Page 11 of 11 Pages
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EXHIBIT B
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(f) under the Securities Exchange Act of
1934, as amended, the persons named below agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D (including amendments thereto) with
respect to the common stock, no par value, of Metro One Telecommunications, Inc.
and further agree that this Joint Filing Agreement be included as an Exhibit to
such joint filing. In evidence thereof, the undersigned, being duly authorized,
have executed this Joint Filing Agreement this 31st day of October 2005.
EVEREST SPECIAL SITUATIONS FUND L.P.
By: Maoz Everest Fund Management Ltd.,
its General Partner
By: /s/Elchanan Maoz
----------------------
Name: Elchanan Maoz
Title: Chairman and Chief Executive Officer
MAOZ EVEREST FUND MANAGEMENT LTD.
By: /s/Elchanan Maoz
----------------------
Name: Elchanan Maoz
Title: Chairman and Chief Executive Officer
/s/Elchanan Maoz
-----------------------------
ELCHANAN MAOZ