<PAGE>
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): October 23, 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)
<PAGE>
Item 5. Other Events
Stockholder Approval of LMDS Purchase Agreement
On October 26, 1998, CellularVision USA, Inc. (the "CVUSA") received
the approval of holders of a majority of its outstanding Common Stock to
consummate the spectrum assignment contemplated by the LMDS Purchase Agreement,
dated as of July 10, 1998 and as amended, among CVUSA, CellularVision of New
York, L.P. ("CVNY") and WinStar Communications, Inc. CVUSA issued a press
release on October 27, 1998 announcing such stockholder approval, a copy of
which is attached hereto as Exhibit 99.1 and incorporated by reference herein.
Vacation of M/A-COM Temporary Restraining Order
As disclosed in a prior Current Report on Form 8-K of CVUSA, M/A-COM
commenced an arbitration proceeding against CVUSA and certain other parties
(together, the "Respondents") on August 27, 1998. On September 3, 1998, the
Supreme Court of the State of New York (the "Court") issued an order to show
cause for order of attachment and temporary restraining order (the "Order") in
response to a Verified Petition of M/A-COM, which demanded the entry of an order
directing the Sheriff of the City of New York or the Sheriff of any County in
the State of New York to seize and attach any and all property of certain
Respondents, including CVUSA (the "Order Respondents"), found in his or her
jurisdiction sufficient to satisfy the $7 million amount of M/A-COM's
arbitration claim ("M/A-COM's Motion"). As part of the Order, the Court issued a
temporary restraining order restraining and prohibiting the Order Respondents
and all other persons from transferring or paying any assets of the Order
Respondents pending the Court's ruling on M/A-COM's Motion.
On October 23, 1998, the Court denied M/A-COM's Motion and vacated the
temporary restraining order as to all the Order Respondents.
CVUSA intends to continue to defend vigorously its position that
neither CVUSA nor CVNY is a party to either the contract giving rise to
M/A-COM's claim or the contractual agreement to submit to arbitration.
Item 7. Financial Statements and Exhibits.
(a)-(b) None.
(c) Exhibits.
99.1 Press Release dated October 27, 1998 of CellularVision USA, Inc.
<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
October 27, 1998
<PAGE>
EXHIBIT INDEX
99.1 Press Release dated October 27, 1998 of CellularVision USA, Inc.
<PAGE>
Exhibit 99.1
For Details Contact:
CellularVision USA, Inc. (CVUS)
140 58th Street, Loft 7E
Brooklyn, NY 11220
Tel: 718 489 1200
Fax: 718-489-1210
FOR IMMEDIATE RELEASE
CellularVision USA Receives Shareholder
Approval of Spectrum Assignment to
WinStar Communications
October 27, 1998-New York-
CellularVision USA, Inc. (Nasdaq: CVUS) today announced it had received
the approval from holders of a majority of its Common Stock to consummate the
spectrum assignment contemplated by the LMDS Purchase Agreement among the
company, CellularVision of New York and WinStar Communications.
"We are delighted that holders of a majority of our Common Stock have
consented to the WinStar spectrum assignment," said Shant Hovnanian, chief
executive officer of CellularVision USA, "and intend to consummate the WinStar
spectrum assignment within thirty days."
###
