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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number - 333-3288
NOTIFICATION OF LATE FILING
(CHECK ONE): /X/Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR
For Period Ended: December 31, 1998
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on Form N-SAR
For the Transition Period Ended:
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
CS WIRELESS SYSTEMS, INC.
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Full Name of Registrant
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Former Name if Applicable
1101 SUMMIT AVENUE
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Address of Principal Executive Office (Street and Number)
PLANO, TEXAS 75074
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
/X/ (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
/X/ (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
will be filed on or before the fifteenth calendar day following
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the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.
CS Wireless Systems, Inc.(the Registrant) announced on February 19, 1999
a series of management changes and a significant agreement that included the
departure of the Registrant's Chief Executive Officer and its Executive Vice
President, (II) the appointment of certain officers of the Registrant's
parent, CAI Wireless Systems, Inc., to serve as acting officers of the
Registrant and (III) the agreement of the Registrant and CAI Wireless
Systems,Inc.to effectively make CAI responsible for certain essential
engineering and wireless frequency licensing and management functions.
Further, the Registrant previously announced the engagement of a financial
advisor to assist the Registrant with the analysis and development of
possible restructuring alternatives. The Registrant, with the assistance of
its financial advisor, has developed certain alternatives and may, but is not
obligated to, elect to proceed with the implementation of one or more
financial restructuring initiatives within the second quarter of 1999. The
cumulative effect of the announced events, the preparations for a possible
financial restructuring, the previously reported reorganization by CAI
Wireless Systems, Inc. under Chapter 11 of the United States Bankruptcy Code
and the change of control effected by such reorganization has necessitated
the filing by the Registrant of Form 12b-25 for the purpose of extending the
deadline by which the Annual Report on Form 10-K must be filed.
(ATTACH EXTRA SHEETS IF NEEDED)
SEC 1344 (6/94)
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
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<S> <C> <C>
Albert G. McGrath, Jr. (972) 398-5300
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(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If
answer is no, identify report(s). /X/ Yes / / No
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(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or
portion thereof? /X/ Yes / / No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
As previously disclosed, Registrant initiated a review of its
long-lived assets and certain intangibles in accordance with SFAS No.
121, "Accounting For the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of," adopted by Registrant on January 1,
1996. Registrant anticipates that the results of operations for the
quarter and year ended December 31, 1998 will be significantly different
than the results for the quarter and year ended December 31, 1997.
The Registrant preliminarily estimates a reduction in excess of $25 million
in the carrying value of certain assets will be recorded for the quarter
ended December 31, 1998. The Registrant previously recorded a write-down
of approximately $46.4 million of goodwill at June 30, 1998. The previously
recorded write-down and the anticipated reduction will significantly
impact the results of operations for the year ended December 31, 1998
in comparison to the prior year.
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CS Wireless Systems, Inc.
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date March 31, 1999 By
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Albert G. McGrath, Jr.,
Vice President
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INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
____________________________________ATTENTION__________________________________
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule O-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T (Section 232.201 or Section 232.202 of this chapter) or apply
for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
(Section 232.13(b) of this chapter).
