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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 30, 1998
CELLULARVISION USA, INC.
(Exact name of registrant as specified in charter)
Delaware 000-27582 13-3853788
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
505 Park Avenue 10022
New York, New York (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 751-0900
Not Applicable
(Former name or former address, if changed from last report)
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Item 5. Other Events
On April 1, 1998, CellularVision USA, Inc. ("CVUSA") entered into a
Securities Purchase Agreement (the "Securities Purchase Agreement") with Marion
Interglobal Ltd. ("Marion") pursuant to which Marion purchased from CVUSA a
warrant (the "Warrant") to purchase common stock of CVUSA. Pursuant to the
Securities Purchase Agreement, Marion agreed, upon the written request of CVUSA,
but in no event later than June 30, 1998, to exercise the Warrant at an
aggregate exercise price of $2,000,000.
As of July 2, 1998, Marion has failed to exercise the Warrant, and as a
result CVUSA has failed to make principal and interest payments on certain of
its outstanding debt. On July 2, 1998, CVUSA issued a press release relating to
these matters, which is attached hereto as Exhibit 99.1
Item 7. Financial Statements and Exhibits
(c) Exhibits:
99.1 Press Release issued by the Company, dated July 2, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CELLULARVISION USA, INC.
By:/s/Shant S. Hovnanian
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Name: Shant S. Hovnanian
Title: Chief Executive Officer
July 2, 1998
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EXHIBIT INDEX
Exhibit
99.1 Press Release issued by the Company, dated July 2, 1998.
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Exhibit 99.1
INVESTOR FAILS TO PURCHASE STOCK IN CVUSA
JULY 2, 1998 (New York) - CellularVision USA (NASDAQ: CVUS) said today
that a funding source had defaulted on its agreement to provide equity funding
to the Company. Approved in April, the transaction would have provided $2
million in cash to the Company simultaneously with scheduled principal and
interest payments on the Company's outstanding debt of approximately $3.3
million, which are now overdue.
The Company is in discussions with its debt holders regarding
forbearance and rescheduling of their claims. In addition, as previously
announced, the Company is working closely with Wasserstein Perella & Co., Inc.
and is currently considering a number of financing and strategic alternatives.
CellularVision USA, Inc. is the first Super-Wireless Local Multipoint
Distribution Service (LMDS) provider licensed by the FCC. CVUS serves the 1,100
square mile New York Primary Metropolitan Statistical Area, which encompasses
approximately 8.6 million people. CVUS provides Super-Wireless high-speed
Internet access and multichannel subscription television service to its customer
base. For more information about CVUS, please visit our web site at
www.cellularvision.com.
