<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 11, 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.)
140 58th Street, Loft 7E 11220
Brooklyn, New York (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (718) 489-1200
Not Applicable
(Former name or former address, if changed from last report)
1
<PAGE>
Item 5. Other Events
Series A Convertible Preferred Stock
On July 31, 1998, the Company reported that Marshall Capital
Management, Inc. ("MCM"), the holder of 3,490 share of the Company's Series A
Convertible Preferred Stock ("Convertible Preferred Stock") has advised the
Company of its view that the certain securities law matters have resulted in an
adjustment to the conversion price of the Convertible Preferred Stock (a
"Repricing Event") under the terms of the Registration Rights Agreement relating
thereto, noting that, if a Repricing Event is deemed to have occurred, MCM's
remaining 3,490 shares of Convertible Preferred Stock would be convertible,
subject to certain conditions and restrictions, into a minimum of 9,306,667
shares of Common Stock, representing approximately 35.35% of the Company's
outstanding shares of Common Stock, after giving effect to such conversion.
The purpose of this amendment is to specify the most material of such
conditions and restrictions, which have been previously reported and which
include the following:
(a) The terms of the Convertible Preferred Stock provide that in no
event shall a Holder be permitted to convert any Preferred Shares in excess of
the number of such shares which, upon Conversion, would exceed 19.99% of the
number of outstanding shares of Common Stock on April 6, 1998, or 3,220,389
shares (the "Cap Amount"), except that this limitation will not apply in the
event that the Corporation obtains the approval of a majority of its
stockholders for issuances of Common Stock in excess of such amount. As a
condition to the closing of the sale of the Convertible Preferred Stock, certain
officers and directors and former officers and directors of the Company, who
currently hold 6,374,654 shares of Common Stock or 37.5% of the shares of Common
Stock outstanding, agreed to vote in favor of such approval at any meeting of
the holders of the Company's common stock called for that purpose. The terms of
the Convertible Preferred Stock provide that when the holder thereof has
converted Convertible Preferred Shares into 75% of the Cap Amount, it will have
the right to require the Company to seek such approval by means of a special
meeting of stockholders to be held within thirty (30) days following the
Company's receipt thereof and to recommend such approval to its stockholders at
such meeting.
(b) The terms of the Convertible Preferred Stock provide that in no
event shall a Holder be permitted to convert any Preferred Shares in excess of
the number of such shares which, upon Conversion, would result in such Holder's
being the beneficial owner of more than 4.99% of the number of shares of Common
Stock then issued and outstanding. This restriction, however, does not apply to
the mandatory conversion of the Convertible Preferred Stock which, by its terms,
is to occur automatically on April 6, 2003, the fifth anniversary of the Closing
Date. The holders of the Convertible Preferred Stock reserve the right to
determine its applicability in their sole discretion, and to amend its terms to
clarify ambiguities or give effect to such limitation. Other amendments to this
section would require the consent of a majority of she shares of Common Stock.
(c) Transfers by MCM of some, but not all, of its shares of
Convertible Preferred Stock to one or more third parties would affect the
results of applying the foregoing restrictions. For example, assuming the 4.99%
restriction currently prohibits MCM from converting more than approximately 500
shares of Convertible Preferred Stock into shares of Common Stock, it does
2
<PAGE>
not, subject to compliance with applicable securities laws, restrict the sales
of blocks of 500 shares or less of Convertible Preferred Stock to seven or more
unaffiliated owners who are not otherwise beneficial owners of Company Common
Stock and are not acting together as a "group" for purposes of Section 13(d) of
the Securities Exchange Act of 1934, whereupon the restriction would not limit
the convertibility of the Convertible Preferred Stock.
Similarly, in the event of a transfer of a portion of the shares of
Convertible Preferred Stock held by MCM, the number of shares a holder needs to
converts in order to require the Company to seek stockholder approval of its
further conversions will be proportionately reduced.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
None.
3
<PAGE>
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
------------------------
Name: Shant S. Hovnanian
Title: Chief Executive Officer
August 7, 1998
4
<PAGE>
EXHIBIT INDEX
Exhibit
None
5
