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): July 31, 1995
GEOTEK COMMUNICATIONS, INC.
(Exact name of registrant as specified in charter)
Delaware 0-17581 22-2358635
(State or other juris- (Commission File Number) (IRS Employer
diction of incorporation) Identification No.)
20 Craig Road, Montvale, New Jersey 07645
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 201-930-9305
Page 1 of 5
Exhibit Index located on Page 5
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Item 5. Other Events
On July 31, 1995, at the Registrant's Annual Meeting of Shareholders,
approval was obtained for the increase in the total number of authorized
shares of capital stock of the Registrant to 103,000,000, consisting of
99,000,000 shares of common stock having a par value of $.01 per share and
4,000,000 shares of preferred stock having a par value of $.01 per share.
In an unrelated matter, on August 3, 1995, the Registrant and RDC-Rafael
Development Corp. entered into a letter of intent whereby RDC agreed to sell its
interest in PowerSpectrum Technology, Ltd.("PST"), the joint venture which holds
the exclusive worldwide rights to commercial application of FHMA(TM) technology,
to the Registrant. Upon consummation of the transaction, the Registrant will own
shares representing approximately 95% of PST.
Under the terms of the letter of intent, RDC will exchange its interest in
PST for 1.8 million shares of common stock of the Registrant, which will be
restricted for resale for a two year period from the consummation of the
transaction. In addition, RDC has agreed to purchase an additional 338,028
shares of common stock of the Registrant for an aggregate purchase price of $3
million. RDC has also been granted an option to repurchase up to a 10% interest
in PST in the event of certain transactions involving PST.
Separately On August 21, 1995, the Registrant consummated the sale of its
Communications Products segment, consisting of its 99% interest in Bogen
Corporation and its 67% interest in Speech Design GmbH, to European Gateway
Acquisition Corp. ("EGAC"). As consideration for such interests, the Registrant
received an approximate 64% interest in EGAC, $7 million in cash and convertible
promissory notes in the aggregate principal amount of $3 million.
Pursuant to the terms of the transaction, during the period from October
15, 1997 through April 15, 1998 (i) EGAC may be obligated to make an additional
payment of as much as $11 million to the Registrant, in cash or shares of EGAC
common stock, and (ii) the Company may be obligated to make a payment of as much
as $2.5 million (or, at its option, a ten-year loan in the principal amount of
as much as $5 million bearing interest at the rate of 4% per annum) to EGAC in
the event that certain earnings goals are achieved (or fail to be achieved)
during the two-year period following the consummation of the transaction.
Page 2 of 5
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Item 7. Financial Statements and Exhibits
(c) Exhibits
Press release, dated August 14, 1995, of the Registrant in
connection with the exchange of interest in PowerSpectrum
Technology, Ltd. held by RDC-Rafael Development Corp. for 1.8
million shares of common stock of the Registrant.
Press release, dated August 24, 1995, of the Registrant in
connection with the completion of the sale of its Communications
Products segment, consisting of its 99% interest in Bogen
Corporation and its 67% interest in Speech Design Gmbh, to European
Gateway Acquisition Corp. ("EGAC") in exchange for a 64% interest
in EGAC, $7 million in cash and convertible promissory notes in the
aggregate principal amount of $3 million.
Page 3 of 5
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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.
GEOTEK COMMUNICATIONS, INC.
(Registrant)
/s/ Yoram Bibring
---------------------------------
Name: Yoram Bibring
Title: Executive Vice President
Date: August 24, 1995
Page 4 of 5
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EXHIBIT INDEX
Exhibit Sequentially
Number Numbered Page
------- -------------
99.1 Press release, dated August 14, 1995, of the
Registrant in connection with the exchange of
interest in PowerSpectrum Technology, Ltd. held by
RDC-Rafael Development Corp. for 1.8 million shares
of common stock of the Registrant.
99.2 Press release, dated August 24, 1995, of the
Registrant in connection with the completion of
the sale of its Communications Products segment,
consisting of its 99% interest in Bogen Corporation
and its 67% interest in Speech Design Gmbh, to
European Gateway Acquisition Corp. ("EGAC") in
exchange for a 64% interest in EGAC, $7 million in
cash and convertible promissory notes in the
aggregate principal amount of $3 million.
Page 5 of 5
For Immediate Release
Contact: Andrew D. Siegel, Esq., Geotek Communications, Inc. 201-930-9305
GEOTEK AND RAFAEL DEVELOPMENT CORP.
STRENGTHEN PARTNERSHIP
MONTVALE, NJ, August 14, 1995 -- Geotek Communications, Inc. (NASDAQ
NNM:GOTK) (Pacific:GEO) and RDC-Rafael Development Corp. announced today the
alignment of their interests in a transaction that calls for RDC to convert its
interest in PowerSpectrum Technology, Ltd., the joint venture which holds the
exclusive worldwide rights to commercial application of FHMA(TM) technology,
into shares of common stock of Geotek. RDC also will invest an additional $3
million in Geotek.
Upon consummation of the transaction, Geotek will own shares representing
approximately 95% of PowerSpectrum Technology, with the remaining interest held
by PowerSpectrum Technology employees.
Under the terms of the letter of intent entered into by the parties, RDC
will exchange its interest in PowerSpectrum Technology for 1.8 million shares of
common stock of Geotek, which will be restricted for resale for a two year
period from the consummation of the transaction. In addition, RDC has agreed to
purchase an additional 338,028 shares of Geotek common stock for an aggregate
purchase price of $3 million.
RDC has also been granted an option to repurchase up to a 10% interest in
PowerSpectrum Technology in the event of certain transactions involving
PowerSpectrum Technology.
Yaron Eitan, President and CEO of Geotek, said, "This transaction will
enhance the Company's flexibility in utilizing FHMA(TM) technology." He added,
"At the same time, it will allow our partners who contributed so much in the
commercial development of the FHMA(TM) technology over the past three years to
share in the future growth of Geotek."
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PowerSpectrum Technology was formed in 1992 as a joint venture between
Geotek, Rafael - The Armament Development Authority of the State of Israel, and
the predecessor to RDC to commercialize digital frequency hopping technology
developed by Rafael for military applications. PowerSpectrum Technology employs
approximately 120 engineers and scientists, including leading experts in digital
radio science and technology. PowerSpectrum Technology is currently developing
additional upgrades and products based on the FHMA(TM) technology while
manufacturing the infrastructure for Geotek's digital network which is currently
being built in a number of major markets in the United States.
Geotek Communications, Inc. is an international telecommunications company
operating primarily in the field of wireless communications in North America and
Europe. The Company focuses on commercial and business organizations which rely
on mobile communications to manage and facilitate a mobile workforce.
###
For Immediate Release
Contact: Andrew D. Siegel, Esq., Geotek Communications, Inc. 201-930-9305
GEOTEK AND EUROPEAN GATEWAY COMPLETE
BOGEN AND SPEECH DESIGN TRANSACTION
Montvale, New Jersey, August 24, 1995 -- Geotek Communications, Inc. (NASDAQ
NNM:GOTK) (Pacific:GEO) announced today the completion of the sale of its
Communications Products segment, consisting of its 99% interest in Bogen
Corporation and its 67% interest in Speech Design GmbH, to European Gateway
Acquisition Corp. (OTC: EGAC), a special purpose acquisition corporation. The
acquisition corporation has been renamed Bogen Communications International,
Inc.
As consideration for such interests, the Company received an approximate
64% interest in Bogen International, $7 million in cash and convertible
promissory notes in the aggregate principal amount of $3 million. The Company
also will be eligible to receive a performance payment of up to $11 million, in
cash or additional Bogen International common stock (subject to certain
conditions) based on the future earnings of Bogen Corporation and Speech Design
through July 1997.
Geotek Communications, Inc. is an international telecommunications company
operating primarily in the field of wireless communications in North America and
Europe. The Company focuses on commercial and business organizations which rely
on mobile communications to manage and facilitate a mobile workforce.
###
