UNITED STATES
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): April 14, 2000
Telecom Wireless Corporation
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(Exact Name of Registrant as Specified in Charter)
Utah 000-28507 94-3172556
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
5299 DTC Blvd., Suite 1120
Englewood, Colorado 80111
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(Address of Principal Executive Offices)
Registrant's Telephone Number, Including Area Code: (303) 416-4000
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
Effective June 15, 2000, Telecom Wireless Corporation, a Utah corporation
("Telecom"), pursuant to the Information Statement filed with the Securities and
Exchange Commission on April 11, 2000, reincorporated in the state of Delaware.
The reincorporation was effected by a merger of Telecom with and into Telecom
Wireless Corporation, a Delaware corporation ("Telecom-Delaware")
("Merger-One"). Pursuant to Merger-One, (i) each outstanding share of common
stock $.001 par value per share of Telecom was converted into one share of
common stock $.001 par value of Telecom-Delaware; and (ii) each outstanding
share of preferred stock designated as Redeemable Non-Voting Convertible
Preferred Stock Series 1998-1 $.001 par value was converted into one share of
Redeemable Non-Voting Convertible Preferred Stock Series 1998-1 $.001 par value.
The conversion of shares of Telecom's common stock and Redeemable Non-Voting
Convertible Preferred Stock Series 1998-1 occurred without an exchange of
certificates.
Simultaneously with Merger-One, effective June 15, 2000, Telecom-Delaware
reorganized into a holding company form of organizational structure, whereby
TCOM Corporation, a Delaware corporation ("TCOM") became the holding company.
The new holding company organizational structure will allow TCOM to manage its
entire organization more effectively and broadens the alternative for future
financing.
The holding company organizational structure was effected by a merger
conducted pursuant to Section 251(g) of the General Corporation Law of Delaware
("Merger-Two"), which provides for the formation of a holding company structure
without a vote of the stockholders of Telecom. In the Merger, TCOM Wireless
Corporation, a Delaware corporation ("TCOM Wireless") merged with and into
Telecom, with Telecom as the surviving corporation (the "Surviving
Corporation"). Prior to Merger-Two, TCOM was a direct, wholly owned subsidiary
of Telecom-Delaware, and TCOM-Wireless was a direct, wholly-owned subsidiary of
TCOM and was organized for the purpose of implementing the holding company
organizational structure. Pursuant to Merger-Two, (i) each outstanding share of
common stock, $.001 par value per share of Telecom-Delaware was converted into
one share of common stock, $.001 par value per share of TCOM; (ii) each
outstanding share of Redeemable Non-Voting Convertible Preferred Stock Series
1998-1, $.001 par value per share of Telecom Delaware was converted into one
share of Redeemable Non-Voting Convertible Preferred Stock Series 1998-1, $.001
par value per share of TCOM; (iii) all of the issued and outstanding shares of
TCOM-Wireless were automatically converted into shares of the Surviving
Corporation's common stock, and TCOM-Wireless' corporate existence ceased; and
(iv) all of the issued and outstanding shares of TCOM owned by Telecom-Delaware
were cancelled. As a result of the Merger, Telecom-Delaware became a direct,
wholly-owned subsidiary of TCOM. TCOM's common stock will trade on the OTC
Bulletin Board under the ticker symbol "TCMV".
The conversion of shares of Telecom-Delaware's common stock in the Merger
occurred without an exchange of certificates. Accordingly, certificates formerly
representing shares of outstanding common stock and Redeemable Non-Voting
Convertible Preferred Stock Series 1998-1 of Telecom-Delaware are deemed to
represent the same number of shares of common stock of TCOM until such
certificates are submitted to TCOM's transfer agent for transfer. The change to
the holding company structure was tax free for federal income tax purposes for
stockholders.
A copy of a press release issued by Telecom-Delaware further describing the
transaction is attached hereto as Exhibit 99.1
The company hereby incorporates by reference (i) the Agreement and Plan of
Merger for Merger-One attached hereto as Exhibit 2.1; (ii) the Agreement and
Plan of Merger for Merger-Two attached hereto as Exhibit 2.2; and the press
release attached hereto as Exhibit 99.1, each made a part hereof into this Item
5.
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ITEMS 1 THROUGH 4, 6, 8 AND 9
Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMAL FINANCIAL INFORMATION AND EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated as of June 15,
2000 among Telecom Wireless Corporation, a Utah
corporation and Telecom Wireless Corporation, a
Delaware corporation.
2.2 Agreement and Plan of Merger dated as of June 15,
2000 among Telecom Wireless Corporation, a
Delaware corporation, TCOM Corporation and TCOM
Wireless Corporation
99.1 Press Release issued by Telecom Wireless Corporation on
June 16, 2000
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.
TELECOM WIRELESS CORPORATION
Date: By: /s/ Calvin D. Smiley
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Calvin D. Smiley, President and CEO
