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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 20, 1997
CS WIRELESS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-20295 23-2751747
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
200 CHISHOLM PLACE
SUITE 202
PLANO, TEXAS 75075
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 633-4000
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ITEM 5. OTHER EVENTS
On October 20, 1997, William Sprague resigned from the Board of Directors
of CS Wireless Systems, Inc. (the "Company"). In his letter of resignation,
Mr. Sprague cited other commitments.
Pursuant to the CS Stockholders' Agreement among CAI Wireless Systems, Inc.
("CAI"), Heartland Wireless Communications, Inc. ("Heartland") and the Company
dated as of February 23, 1996, CAI has the right in any election of directors to
designate three (3) directors, so long as the number of shares of the Company
owned by CAI is greater than one-half of the number of shares issued to CAI in
connection with the contribution of assets to the Company by CAI and Heartland
pursuant to a Participation Agreement dated as of December 12, 1995, as amended.
Mr. Sprague was designated by CAI to be a member of the Company's Board of
Directors; consequently, it is anticipated that CAI shall designate the
successor to Mr. Sprague.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
10.1 Resignation Letter
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
DATED: October 24, 1997 CS WIRELESS SYSTEMS, INC.
BY: /s/ Albert G. McGrath, Jr.
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ALBERT G. MCGRATH, JR.
GENERAL COUNSEL
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EXHIBIT 10.1
RESIGNATION LETTER
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CREST INTERNATIONAL HOLDINGS, LLC
320 PARK AVENUE, 17TH FLOOR
NEW YORK, NEW YORK 10022
TELEPHONE: (212) 317-2700
FAX: (212) 317-2710
October 20, 1997
Jared E. Abbruzzese
Chairman
CS Wireless Systems
12 Corporate Woods Blvd.
Suite 102
Albany, NY 12211
Dear Jerry:
As you are aware Crest is taking up an abundance of my time. In order to
achieve my goals for Crest, unfortunately little time is available for other
commitments. As a result, I feel obligated to resign my position on the CS
Wireless Board. Thank you for affording me the opportunity to participate on
the Board over this past year.
If there is anything I can help you with in the future in respect to CS, please
feel free to call.
Sincerely,
William W. Sprague
cc: D. Webb
R. Rodriguez
