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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)
FEBRUARY 19, 1999
CS WIRELESS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-3288 23-2751747
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1101 SUMMIT AVENUE
PLANO, TEXAS 75074
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 398-5300
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ITEM 5. OTHER EVENTS
CS Wireless Systems, Inc. (the "Company") announced on February 19, 1999
the departures of David E. Webb, the Company's Chief Executive Officer, and
Thomas Dixon, the Company's Executive Vice President. A copy of the press
release announcing the departures is annexed to this Form 8-K as Exhibit
99.1. Jared Abbruzzese, the Company's Chairman of the Board, was appointed to
the position of Acting Chief Executive Officer. Mr. Abburzzese serves as
Chief Executive Officer of CAI Wireless Systems, Inc. ("CAI"), the largest
stockholder of the Company. Derwood Edge, Senior Vice President and Chief
Systems Officer of CAI, was appointed as the Acting Chief Operating Officer
of the Company.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
99.1 Press Release dated February 19, 1999
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: March 2, 1999 CS WIRELESS SYSTEMS, INC.
BY: /s/ Albert G. McGrath, Jr.
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ALBERT G. MCGRATH, JR.
VICE PRESIDENT
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EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
Contact:
Albert G. McGrath, Jr. - CS Wireless
972/398-5300
CS WIRELESS SYSTEMS, INC. ANNOUNCES CHANGE IN MANAGEMENT STRUCTURE
PLANO, Texas, February 19, 1999 - CS Wireless Systems, Inc. ("CS Wireless")
today announced that the company's Chief Executive Officer, David E. Webb,
has left CS Wireless to join a privately held entity formed to acquire and
develop cable interests, wireless and hardwire, in various regions in the
United States and Latin America. Mr. Webb has committed to be available to CS
Wireless for a period of up to fourteen months in order to assist the company
with its efforts to submit filings with the Federal Communications Commission
for authorization for the two-way use of the MMDS spectrum and its
restructuring initiatives. The company's Executive Vice President, Thomas
Dixon, has resigned from the company to pursue cable opportunities in the
mid-western region of the United States, but also committed to be available
for up to one year to assist the company in connection with the two-way
applications.
The company also announced a series of management changes designed to more
closely align the interests and coordinate the efforts of the company with
its largest stockholder, CAI Wireless Systems, Inc. (OTC:CWSS), relative to
the filings to be made with the FCC. The changes will streamline the
management structure of CS Wireless and CAI. Jared E. Abbruzzese, the Chief
Executive Officer of CAI, will hold the title of Acting Chief Executive
Officer of CS Wireless. Additionally, Derwood Edge, a Senior Vice President
and the Chief Systems Officer of CAI, has assumed the title of Acting Chief
Operating Officer of CS Wireless. CS Wireless' Senior Vice President -
Finance, John Lund, has been named Chief Financial Officer of the Company.
Mr. Abbruzzese stated, "On behalf of CS Wireless and CAI Wireless, we extend
our appreciation to Mr. Dixon who has been with the company since February
1996 and to Mr. Webb who joined the company in the capacity of Chief
Executive Officer in March 1997. The companies are grateful that Messrs. Webb
and Dixon have committed to be available to CS Wireless during a critical
time period."
In conjunction with the management changes, CS Wireless also announced that
it has entered into an agreement with CAI for the purpose of coordinating the
efforts of both companies with respect to two-way applications and the
various agreements required in order to submit such filings with the FCC. CS
Wireless has agreed to retain the engineering staff of CAI and has conferred
upon CAI, subject certain Board approvals, the authority necessary for CAI to
analyze, design and implement all aspects of the frequency coordination
necessary for the two-way applications. The agreement calls for CS Wireless
to pay to CAI the costs of the personnel provided, including benefits, and
the facility and equipment utilized by the CAI personnel in delivering the
services.
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CAI and CS Wireless are developers, owners and operators of wireless
telecommunications transport systems utilizing MMDS spectrum. Headquartered
in Albany, New York, CAI has focused on the development of MMDS systems in
the Northeast and Mid-Atlantic regions of the United States. It owns
approximately 94% of the outstanding common stock of CS Wireless, which is
headquartered in Plano, Texas. CS Wireless' markets are principally in the
Southwestern and Mid-western regions of the United States.
