UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PERSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of the earliest event reported) : June 21, 1996
21ST CENTURY WIRELESS GROUP, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
Nevada 0-27770 41-1824951
(State or other jurisdiction (Commission (IRS employer
of incorporation) File Number) identification No.)
406 Gateway Boulevard, Burnsville, Minnesota 55337
(Address of principal executive offices)
Issuer's telephone number (612) 890-8800
TABLE OF CONTENTS
PAGE
Item 1. Changes in Control of Registrant.................................. 1
Item 2. Acquisition or Disposition of Assets.............................. 1
Item 3. Bankruptcy or Receivership........................................ 1
Item 4. Changes in Registrant's Certifying Accountant..................... 1
Item 5. Other Events....................................................... 2
Item 6. Resignations of Registrant's Directors............................. 2
Item 7. Financial Statements and Exhibits.................................. 2
Item 8. Change in Fiscal Year.............................................. 2
SIGNATURE ............................................................... 2
Item 1. Change in Control of Registrant......................... Not Applicable
Item 2. Acquisition or Disposition of Assets.................... Not Applicable
Item 3. Bankruptcy or Receivership.............................. Not Applicable
Item 4. Changes in Registrant's Certifying Accountant........... Not Applicable
Item 5. Other Events................................................ On June 21,
1996 21ST CENTURY WIRELESS GROUP, INC. (the "Company") signed a letter of intent
to acquire substantially all of the assets of LeFlore Communications of
Greenwood, Mississippi (LeFlore), for a combination of cash and the Company's
Common Stock. LeFlore Communication operates a "Specialized Mobile Radio" and
paging network in and around Greenwood, Mississippi. LeFlore assets include
communications channels and equipment, radio towers and inventory.
On June 21, 1996 the Company signed a letter of intent to acquire substantially
all of the assets of Air Communications of Central Wisconsin (Air
Communications) for a combination of cash and the Company's common stock. Air
Communications operates a "Specialized Mobile Radio" network in and around
Wisconsin Rapids, Wisconsin. Air Communications assets include communications
channels and equipment, radio towers and inventory.
Both acquisitions are subject to negotiation and execution of a definitive
agreement and other contingencies.
On July 12, 1996, the Company announced to shareholders a limited
offer, expiring August 19, 1996 for all shareholders to exercise warrants
granted to them. These warrants were granted to all stockholders of record when
the Company was formed. Each warrant allows for a purchase of 100 shares of
stock at $6.00 per share. The Company has a total of 4,020 warrants issued
(402,000 shares). If 100% of all warrants were to be exercised, the Company
would raise $2,412,000 in new capital.
FORWARD-LOOKING INFORMATION
Forward-looking statements contained in the announcements to shareholders
regarding warrants are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. There are certain important
factors that could cause results to differ materially from those anticipated in
the announcements. Investors are cautioned that all forward-looking statements
involve risk and uncertainty. Some of the factors that could affect results are
changes in governing regulations, technological developements, increased
competition and higher than expected operating expenses and capital
expenditures.
Item 6. Resignation of Registrant's Directors ........................Effective
August 1, 1996, Mr. Clair Hill has resigned from the Company's Board of
Directors due to health considerations, Mr. William Wiley has resigned because
his personal work schedule does not allow him to dedicate the time necessary to
serve on the Board of Directors and Mr. John Peacock, who was added to the board
earlier this year has resigned to concentrate his efforts in the development of
the Company's business in the Memphis area.
To fill the vacancy left by Mr. Peacock, the Board of Directors has elected
Mr. Harold O'Dell to the board. Mr. O'Dell's term will run through April, 1998.
In addition, pending final approval of the shareholders, the Board has voted to
reduce its' size to seven directors to more closely match the needs of the
company.
Item 7. Financial Statements and Exhibits........................Not Applicable
Item 8. Change in Fiscal Year....................................Not Applicable
Exhibits: The following exhibits are filed herewith.
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
- -------------- ----------------------
4.1 Letter to shareholders announcing the Warrant Exercise Program
and Letters of Intent with LeFlore Communications and Air
Communications of Wisconsin.
4.2 Letter to shareholders with Proforma Financial Projections.
SIGNATURE
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.
21ST CENTURY WIRELESS GROUP, INC.
By:_________________________________________
/g/ Stephen J. Mocol
Vice President & Chief Financial Officer
EXHIBIT 4.1
[LOGO] 21ST CENTURY WIRELESS GROUP, INC.
SPECIAL MESSAGE
TO ALL SHAREHOLDERS OF
21ST CENTURY WIRELESS GROUP, INC.
The following information details the current actions taken by the Board of
Directors and Management of 21ST CENTURY WIRELESS GROUP, INC. to increase the
value of the stock held by all investors. Please take the time to carefully read
the shareholder letter.
The second part of the information allows for existing shareholders to
participate in an early exercise of stock warrants at a price the Company
believes will provide a greater discount than the 15% noted on the original
warrant certificate. THIS IS A LIMITED TIME OFFER (30 DAYS). THE OFFER WILL
EXPIRE ON AUGUST 12, 1996.
[LOGO] 21ST CENTURY WIRELESS GROUP, INC.
July 11, 1996
TO THE SHAREHOLDERS OF 21ST CENTURY WIRELESS GROUP, INC.:
The Board of Directors of 21ST CENTURY WIRELESS GROUP, INC. is proud to report,
to all shareholders, that we have recently signed letters of intent to acquire
LeFlore Communications of Greenwood, Mississippi and Air-Communications of
Central Wisconsin. Both of these acquisitions have been targeted as "strategic"
for our growth in our identified market. These acquisitions demonstrate our
continued growth of profitable operations and, once completed, will increase our
net cash flows from operations to over $1,000,000 annually. Close of escrow is
planned for this fall when we expect to begin our public trading on NASDAQ.
The Company has also expanded the number of channels in the greater Twin Cities
area. We are up to 78 from the original 57 received from the TC3M Partnership.
These channels will allow for continued growth into the local market of our
current Twin Cities operations.
The Company is also pleased to announce the appointment of Stephen J. Mocol as
our Chief Financial Officer. Steve comes to us from the E.F. Johnson Company
with a wealth of talent in our industry, as well as expertise in Securities
work. The Board felt the time was right to hire a CFO for our headquarters
location, as our expansion is accelerating rapidly. Steve will take over the day
to day accounting activities that Kenneth Thomson has cared for since November
1993. Mr. Thomson will remain as Chairman of the Board and will continue in his
role of financial oversight manager, member of the Executive Committee and
Business Acquisition team.
The Company is currently in the last phases of construction of our new paging
system in Eastern Arkansas and the Greater Memphis area. Additionally, we have
become a member of the Southernet Association of Paging, Inc. This consortium of
paging operators allows for roaming between paging companies and will provide
greatly expanded coverage for our system in most areas of the South.
The Company also has uncovered additional opportunities to purchase tower sites
in key locations that will add to our system coverage and have a positive impact
on the value of our business operation. Finalizing on these purchases and
constructing channels was originally scheduled for this fall. However, after
much discussion by the Board, it was recommended we close on the purchases and
begin construction of these channels as soon as possible. It was suggested that
if investors exercised Warrants, prior to public trading, that would expedite
construction and eliminate the need to delay our expansion.
Money received from the exercising of Warrants was originally identified to be
used for business development and growth. In keeping with that strategy, the
Board has approved that any 21ST CENTURY WIRELESS GROUP, INC. shareholder
wishing to purchase additional stock in the Company may exercise their Warrants
at $6.00 per share for the next 30 days. This price is expected to have a
greater value to the investors than the 15% discounted price established for the
Warrants in the reorganization plan. Should the stock price, on the first date
of public trading, cause this exercise price to be less than $6.00 per share,
adjusted for stock splits, the Company will refund the difference.
Those of you wishing to take advantage of this special offer may do so by
completing the Warrant Exercise form attached. We believe all current
shareholders should have the first opportunity to reinvest in the Company and
assist in its continued growth.
Sincerely,
21ST CENTURY WIRELESS GROUP, INC.
/s/ James E. LaFayette
James E. LaFayette
President, CEO
Enclosure: Attachment
JEL:kro
[LOGO] 21ST CENTURY WIRELESS GROUP, INC.
WARRANT EXERCISE PROGRAM
Date: __________________________
To: The Nevada Agency and Trust Company
50 West Liberty Blvd. Suite 880
Reno, Nevada 89501
As a holder of "warrants" in 21ST CENTURY WIRELESS GROUP, INC. I wish to
exercise ______ warrant(s). Each warrant I exercise allows me the right to
purchase 100 shares of stock in 21ST CENTURY WIRELESS GROUP, INC. at $6.00 per
share under the special offering of July 11, 1996. THE OFFER WILL EXPIRE ON
AUGUST 12, 1996.
Please register the stock as follows:
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Forward the stock to:
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I have enclosed a check in the amount of $________________________ payable to:
21st CENTURY WIRELESS GROUP, INC.*
Sincerely,
Name: _______________________________________________________________________
Address: _______________________________________________________________________
_______________________________________________________________________
Telephone Number: ____________________________________
*Include your signed Warrant Certificate (signature guaranteed by Bank or
Stockbroker).
[LOGO] 21ST CENTURY WIRELESS GROUP, INC.
ATTACHMENT:
WHAT HAS THE BOARD OF DIRECTORS AND MANAGEMENT ACCOMPLISHED FOR THE INVESTORS IN
TWIN CITIES 3RD MOBILE ASSOCIATES SINCE THE OCTOBER 1993 PARTNERSHIP KICKOFF
MEETING?
* Negotiated a settlement to recover promoters trailing interest.
* Developed a Business Plan for growth through acquisitions.
* Negotiated merger with Southern Minnesota Communications.
* Negotiated merger with Peacock Radio of West Memphis, AR.
* Held a full Partnership meeting 15 months after kickoff.
* Received overwhelming support to move forward with plan.
* Completed Chapter 11 two years after TC3M formation.
* Completed our Securities filing and issued registered stock.
* Completed our NASDAQ filing.
* Signed letter of intent to acquire LeFlore Communications.
* Signed letter of intent to acquire Air Communications of Central
Wisconsin.
GROWTH OF ASSETS: 6-94 1-96* 7-96**
800 MHz Channels 57 320 467
800 MHz Applications 0 100 100
450 MHz Channels 0 91 125
Radio Towers 0 28 46
Radios on Line 3,100 7,800 13,500
Paging Systems 0 2 3
Pagers on Line 0 1,000 4,000
Sales Service Shops 0 3 6
Motorola Dealerships 0 0 1
Est. Net Cash Flow $0 $200k $1,000k
* Includes Southern Minn. Communications and Peacock's Radio
** With LeFlore Communications and Air Communications of Central Wisconsin
[LOGO] 21ST CENTURY WIRELESS GROUP, INC.
ATTACHMENT:
QUESTIONS AND ANSWERS ABOUT EXERCISING STOCK WARRANTS:
Q. Will you need to return the "Warrant Certificate"?
A. Yes.
Q. Does my signature need to be guaranteed?
A. Yes. This can be through a Bank; Credit Union or Stock Broker.
Q. What happens if I don't want to exercise all of my Warrants?
A. The Transfer Agent will issue you a new "Warrant Certificate" detailing
what you still have available after exercising a portion of your
Warrant(s).
Q. Can I use IRA (401K or SEP/IRA) funds to purchase more stock?
A. Yes.
Q. Can I place this stock in my child's (any Relative) name?
A. Yes. As long as your signature is guaranteed on the Warrant Certificate,
the Transfer Agent will follow your instructions on who holds the title.
Q. Is this stock registered with the Security & Exchange Commission?
A. Yes. This will be freely tradable, registered stock.
Q. When do you think the stock will be trading on an exchange (market).
A. At this time, we believe public trading will begin in late 1996.
Q. I thought we would be publicly trading by now. What happened?
A. To insure that all investors will be obtaining maximum value from their
investment, it was determined that an operating history be developed of
the combined Companies before we commenced trading. That operating history
(six months) will be completed by this August. Additionally, it was
determined that the new Company needed to become known by the investment
community at large. The process is underway to allow this to happen.
Q. Can I get a copy of the Company's Securities filing? (Form 10-SB/A-1)?
A. Yes. It is available from the Securities & Exchange Commission (SEC), or
the filing can be obtained through the "Internet" via EDGAR. You can write
the SEC at 450 Fifth Street N.W., Washington, D.C. 20549.
EXHIBIT 4.2
[LOGO] 21ST CENTURY WIRELESS GROUP, INC.
July 18, 1996
Dear Stockholder of 21st CENTURY WIRELESS GROUP, INC.
As 21st CENTURY WIRELESS GROUP continues to grow, the financial picture
continues to change. It is important that you, as a shareholder, understand the
direction in which your management is taking 21st CENTURY WIRELESS GROUP, INC.
Being a registered public company, we can only report on those items that have
been announced or are public information. The announcement of the last two
letters of intent, once closed, will significantly change the financial picture
of 21st CENTURY WIRELESS GROUP, INC.
Enclosed are the projections for 21st CENTURY WIRELESS GROUP, INC. for the years
ended June 30, 1997 and 1998. The projections are based on our current operation
and normal growth. This includes new improvements in place now and the expected
revenue to be derived therefrom. These are only projections by management and
include the acquisitions of LeFlore Communications of Greenwood, Mississippi and
Air-Communications of Central Wisconsin.
21ST CENTURY WIRELESS GROUP, INC.
PROJECTIONS FOR THE YEARS ENDED JUNE 30
1997 1998
Revenues $5,689,098 $6,495,241
Direct Cost 2,299,877 2,432,059
Gross Profit 3,389,221 4,063,182
Division Administration Expenses 1,948,000 1,957,868
Depreciation And Amortization 1,219,000 1,219,000
Income from Division Operations 222,221 886,314
Corporate Administration Expenses 425,000 425,000
Other Income and Expense 37,000 45,000
Federal Income Tax Expense 0 0
Net Income or (Loss) (165,779) 506,314
Cash Provided By Depreciation And Amortization 1,219,000 1,219,000
EBITDA 1,053,221 1,725,314
Any benefit to 21st CENTURY WIRELESS GROUP, INC. resulting from the exercise of
warrants, as offered in the previous letter to the shareholders, has not been
included in these projections. The cost related to the position of Chief
Financial Officer (Steve Mocol) is included in these projections.
No provision for Federal Income Tax is included in the projections. Since the
cost basis of the assets for depreciation is significantly higher than the
financial basis, any cash requirement for income taxes will be nil over the next
two years.
Also included in this mailing is a corrected list of assets of 21st CENTURY
WIRELESS GROUP, INC. The errors were not discovered until after the mailing and
we regret the oversight.
/s/ Kenneth B. Thomson
Kenneth B. Thomson, C.P.A.
Chairman Of The Board
[LOGO] 21ST CENTURY WIRELESS GROUP, INC.
ATTACHMENT:
WHAT HAS THE BOARD OF DIRECTORS AND MANAGEMENT ACCOMPLISHED FOR THE INVESTORS IN
TWIN CITIES 3RD MOBILE ASSOCIATES SINCE THE OCTOBER 1993 PARTNERSHIP KICKOFF
MEETING?
* Negotiated a settlement to recover promoters trailing interest.
* Developed a Business Plan for growth through acquisitions.
* Negotiated merger with Southern Minnesota Communications.
* Negotiated merger with Peacock Radio of West Memphis, AR.
* Held a full Partnership meeting 15 months after kickoff.
* Received overwhelming support to move forward with plan.
* Completed Chapter 11 two years after TC3M formation.
* Completed our Securities filing and issued registered stock.
* Completed our NASDAQ filing.
* Signed letter of intent to acquire LeFlore Communications.
* Signed letter of intent to acquire Air Communications of Central
Wisconsin.
GROWTH OF ASSETS: 6-94 1-96* 7-96**
800 MHz Channels 57 230 375
800 MHz Applications 0 100 100
450 MHz Channels 0 91 125
Radio Towers 0 28 46
Radios on Line 3,100 7,800 13,500
Paging Systems 0 2 3
Pagers on Line 0 1,000 4,000
Sales Service Shops 0 3 6
Motorola Dealerships 0 0 1
Est. Net Cash Flow $0 $200k $1,000k
* Includes Southern Minn. Communications and Peacock's Radio
** With LeFlore Communications and Air Communications of Central Wisconsin
