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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
DECEMBER 3, 1999
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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CELLNET DATA SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE COMMISSION FILE NUMBER: 94-2951096
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) 000-21409 Identification Number)
125 SHOREWAY ROAD
SAN CARLOS, CALIFORNIA 94070
(Address of principal executive offices, including zip code)
(650) 508-6000
(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
CellNet Data Systems, Inc. issued the following press release
today.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
99.1 Press Release dated December 3, 1999.
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.
Cellnet Data Systems, Inc.
(Registrant)
David L. Perry
Vice President and Secretary
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EXHIBIT 99.1
CELLNET DATA SYSTEMS OBTAINS ADDITIONAL SHORT-TERM FINANCING
- -- APPOINTS JOHN S. DUBEL AS CHIEF RESTRUCTURING OFFICER
SAN CARLOS, Calif., December 3, 1999 -- CellNet Data Systems, Inc. (NASDAQ:
CNDS) a market-leading provider of telemetry services, announced that it has
obtained an additional $10 million bridge loan from a group of its
bondholders to serve its immediate short-term cash needs while it continues
the ongoing process of restructuring its balance sheet, and seeking
additional short-term and long-term financing needed to continue to fund its
growth and operations. This second $10 million bridge loan is an amendment
to the first bridge loan that was extended November 11, 1999, and it is due
on January 7, 2000.
In addition, CellNet announced the appointment of John S. Dubel as chief
restructuring officer. Dubel is president of Dubel & Associates, LLC, a
consulting firm specializing in financial restructurings, turnaround
management services and strategic planning.
John T. LaMacchia, CellNet president and chief executive officer, said, "We
appreciate the support that this group of bondholders has provided CellNet in
the form of short-term financing as we continue our efforts to conclude the
long-term financing we need within the likely framework of a balance sheet
restructuring.
"We are also pleased that John Dubel has joined us as chief restructuring
officer, bringing with him a wealth of experience in all financial and
managerial aspects of restructuring. He has already proven to be a very
strong addition to our management team and is providing CellNet with valuable
counsel and leadership skills."
LaMacchia added, "From the feedback we have received from prospective
strategic and financial investors, it's quite clear that they expect a
substantial deleveraging of our balance sheet. Such deleveraging is likely
to adversely affect the value of CellNet's common shares (NASDAQ: CNDS) and
7% Exchangeable Preferred Securities of CellNet Funding, LLC (NASDAQ: CNDSP)."
The Company
CellNet Data Systems, Inc. is an industry pioneer and leading provider of
low-cost "telemetry services" -- defined as the ability to transmit and
receive data for the remote monitoring and control of devices. CellNet
networks are the largest and fastest-growing of their kind in the world,
providing connectivity for millions of devices in the energy industry and
other Commercial Data Service markets. For more Company information visit
http://www.cellnet.com.
CERTAIN STATEMENTS CONTAINED IN THIS NEWS RELEASE ARE FORWARD-LOOKING
STATEMENTS, INCLUDING, WITHOUT LIMITATION, STATEMENTS RELATING TO:
EXPECTATIONS WITH RESPECT TO CELLNET'S CASH NEEDS OR ITS ABILITY TO OBTAIN
SUFFICIENT SHORT- OR LONG-TERM CAPITAL TO MEET ITS REQUIREMENTS, EITHER WITH
OR WITHOUT A RESTRUCTURING OF ITS BALANCE SHEET; AND THE POSSIBLE EFFECT OF A
RESTRUCTURING ON THE VALUE OF ANY COMMON STOCK OF CELLNET AND/OR 7%
EXCHANGEABLE PREFERRED SECURITIES OF CELLNET FUNDING, L.L.C. THESE
STATEMENTS THEREFORE ARE MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE
PRIVATE
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SECURITIES LITIGATION REFORM ACT OF 1995. ACTUAL RESULTS MAY DIFFER
FROM THESE STATEMENTS AND SUCH DIFFERENCES MAY BE MATERIAL. IN SHORT, NO
ASSURANCE CAN BE GIVEN THAT CELLNET WILL BE ABLE TO RAISE ADDITIONAL
SHORT-TERM AND/OR LONG-TERM CAPITAL NECESSARY TO MEET ITS REQUIREMENTS.
INVESTORS ARE ENCOURAGED TO REVIEW CELLNET'S MOST RECENT FORM 10-K AND FORM
10-Q FILED WITH THE SECURITIES AND EXCHANGE COMMISSION FOR A DISCUSSION OF
THESE AND ADDITIONAL FACTORS THAT COULD AFFECT CELLNET'S FUTURE PERFORMANCE.
For more information, contact: Alex Tsigdinos (650) 508-6976 or Catherine
Derr (650) 508-6141
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