<PAGE>
As filed with the Securities and Exchange Commission on November 9, 1995
Registration File No. ______________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
GEOTEK COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
22-2358635
(I.R.S. Employer Identification Number)
20 Craig Road
Montvale, New Jersey 07645
(201) 930-9305
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Andrew Siegel, Esq.
General Counsel and Secretary
Geotek Communications, Inc.
20 Craig Road
Montvale, New Jersey 07645
(201) 930-9305
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------------------
With a copy to:
Stephen T. Burdumy, Esq.
Todd L. Silverberg, Esq.
Klehr, Harrison, Harvey, Branzburg & Ellers
1401 Walnut Street
Philadelphia, PA 19102
(215) 569-4286
Approximate date of commencement of proposed sale to the public: As
soon as practicable after the Registration Statement becomes effective.
------------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. | |
If any of the securities registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. |X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. | |
----------------
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. | |
--------------------
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. | |
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Proposed
Proposed Maximum Maximum Amount of
Title Of Shares Amount to Be Offering Aggregate Offering Registration
To Be Registered Registered Price Per Unit Price Fee
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 6,831,000 $9.90(1) $67,626,900.00 $23,319.62
value $.01 per share shares
================================================================================================================================
</TABLE>
(1) Based on the exercise price of the warrants pursuant to which the
Common Stock registered hereunder is issuable. The registration fee for
the shares of Common Stock registered for resale by the Selling
Shareholder was also based upon this exercise price in accordance with
Rule 457(g) under the Securities Act of 1933.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
GEOTEK COMMUNICATIONS, INC.
Issuance and Sale of 6,831,000 Shares
of Common Stock issuable upon exercise of Warrants
and Resale by a Certain Selling Shareholder of 621,000
Shares of Common Stock issuable upon exercise of the Warrants
This Prospectus relates to the issuance and sale to holders of the
Warrants (as hereinafter defined) of the common stock, par value $.01 per share
(the "Common Stock"), of Geotek Communications, Inc., a Delaware corporation
("Geotek" or the "Company"), upon exercise of such Warrants. The Warrants
entitle the holders thereof to purchase from the Company an aggregate of
6,831,000 shares of Common Stock from time to time, at any time on or after 9:00
a.m., New York, New York time on January 6, 1996 until 5:00 p.m. New York, New
York time on July 15, 2005 at a price of $9.90 per share, subject to adjustment
under certain circumstances (the "Warrants"). All shares of Common Stock
issuable upon exercise of the Warrants are hereinafter referred to as the
"Warrant Shares."
This Prospectus also relates to the offer and sale by S-C Rig
Investments-III, L.P. (the "Selling Shareholder"), from time-to-time, of 621,000
of the Warrant Shares (the "Resale Shares"). The Resale Shares and the Warrant
Shares are collectively referred to as the "Shares."
The Company's Common Stock is listed on the NASDAQ National Market
("NNM") under the symbol "GOTK" and on the Pacific Stock Exchange ("PSE") under
the symbol "GEO." On November 6, 1995, the closing sale price for the Company's
Common Stock, as quoted on the NNM, was $8.125 per share.
------------------------------------
THE SECURITIES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A
HIGH DEGREE OF RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 3 HEREOF.
------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
<TABLE>
<CAPTION>
===============================================================================================================================
Proceeds to the
Price Underwriting Discounts Proceeds to Selling
to Public and Commissions the Company Shareholder
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share........... $ 9.90(1)(2) $0(1)(2) $ 9.90 $(1)(3)
- -------------------------------------------------------------------------------------------------------------------------------
Total............... $67,626,900.00(1)(2) $0(1)(2) $67,626,900.00 $(1)(3)
===============================================================================================================================
</TABLE>
(1) The Warrant Shares registered for issuance and sale hereunder will be
issued and sold to holders of the Warrants upon exercise of the
Warrants at an exercise price of $9.90 per share, subject to adjustment
under certain circumstances. It is anticipated that the Resale Shares
registered for resale hereunder will be sold, from time to time, by the
Selling Shareholder in market or private transactions at prevailing
prices.
(2) No underwriting discounts or commissions are payable in connection with
the issuance of the Shares.
(3) The Company will pay all expenses of the offering of the Warrant Shares
to which this Prospectus relates. Notwithstanding the foregoing, the
Company will not pay any underwriting or broker-dealer discounts or
commissions agreed to be paid by the Selling Shareholder in connection
with the resale of the Resale Shares by the Selling Shareholder.
------------------------------------
The Date of this Prospectus is November 9, 1995
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
Regional Offices located at 7 World Trade Center, New York, NY 10048, and
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material can also be obtained at prescribed rates
from the Public Reference Section of the Commission, Washington, D.C. 20549. The
Company's Common Stock is listed on both the NNM and the PSE and such reports,
proxy statements and other information filed with the Commission should also be
available for inspection at the offices of the National Association of
Securities Dealers, Inc., Report Section, 1735 K Street, N.W., Washington, D.C.
20006, and at the PSE facilities located at 115 Sansome Street, San Francisco,
California.
The Company has filed with the Commission a registration statement on
Form S-3 under the Securities Act of 1933, as amended (the "Securities Act")
with respect to the securities offered hereby (such registration statement,
together with all exhibits thereto, is hereinafter referred to as the
"Registration Statement"). This Prospectus does not contain all the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the securities offered hereby,
reference is hereby made to the Registration Statement. Statements contained in
this Prospectus as to the contents of any document filed with, or incorporated
by reference in, the Registration Statement are not necessarily complete, and in
each instance are qualified in all respects by such reference.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The Company incorporates by reference into this Prospectus the
documents listed below:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994 (as amended on Form 10-K/A #1 filed on or about April 28,
1995, Form 10-K/A #2 filed on or about May 26, 1995 and Form 10-K/A #3 filed on
or about September 26, 1995);
(2) The Company's Quarterly Reports on Form 10-Q for the three month
periods ended March 31, 1995 and June 30, 1995 (as amended on Form 10-Q/A filed
on or about September 26, 1995);
(3) The Company's Current Reports on Form 8-K, dated June 18, 1993 (as
amended on Form 8-K/A filed on or about July 12, 1993), June 8, 1994 (as amended
on Form 8-K/A filed on or about June 27, 1995), July 5, 1994 (as amended on Form
8-K/A filed on or about September 14, 1994), August 2, 1994 (as amended on Form
8-K/A filed on or about October 13, 1994 and Form 8-K/A filed on or about May
25, 1995), February 27, 1995, May 26, 1995, July 6, 1995 and July 31, 1995; and
(4) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, dated December 15, 1992.
All reports and other documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the filing of a post-effective amendment to the
Registration Statement which indicate that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such reports and documents. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified or
superseded for all purposes to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company hereby undertakes to provide, without charge, to each
person (including any beneficial owner) to whom a copy of this Prospectus has
been delivered, upon the written or oral request of such person, a copy of all
-2-
<PAGE>
documents incorporated by reference in this Prospectus, other than exhibits to
such documents unless such exhibits are specifically incorporated by
reference herein. Requests for such copies should be directed to Corporate
Secretary, Geotek Communications, Inc., 20 Craig Road, Montvale, New Jersey
07645; telephone number (201) 930-9305.
ADDRESS AND TELEPHONE NUMBER
The mailing address and telephone number of the Company's principal
offices are as follows:
Geotek Communications, Inc.
20 Craig Road
Montvale, New Jersey 07645
(201) 930-9305
RISK FACTORS
The securities described herein involve a substantial degree of risk.
In addition to the other information and financial data set forth elsewhere or
incorporated by reference into this Prospectus, prospective investors should
carefully consider, among other things, the following factors in evaluating the
Company, its business and the Shares:
Commercial Implementation of GEONET
The Company's current business plan contemplates the commercial
implementation of GEONET(TM) in 36 target markets in the United States by the
end of 1997. In each of these markets, the Company expects to gradually add
subscribers and increase its service offerings. The Company expects to continue
to generate negative cash flow in each of its target markets until it achieves
an adequate subscriber base in such market.
The successful and timely implementation of GEONET will depend upon a
number of factors, many of which are beyond the control of the Company,
including, but not limited to, the timely and cost-effective manufacture,
construction and integration of the system infrastructure and software, the
acquisition and control of additional radio spectrum, the procurement and
preparation of base station and remote sites, the receipt of all necessary
regulatory approvals, the establishment of effective sales and marketing
organizations and distribution channels and the need for substantial additional
financing. See "- Dependence on Third Party Providers," "- Need for Spectrum;
Need for Transmission Sites," "- Government Regulation" and "- Need for
Additional Financing." The failure or delay with respect to any of these items
could adversely affect the timing of the implementation of GEONET in one or more
of the Company's U.S. target markets, which could have a material adverse effect
on the Company.
The Company will make continuing hardware and software modifications to
GEONET prior to, during and after the system's commercial roll-out. For example,
the Company must integrate the initial GEONET data applications, which are
expected to be completed in the middle of 1996, with the initial GEONET voice
applications. Subsequent applications also will need to be integrated with
existing GEONET applications. There can be no assurance that the Company will be
able to satisfactorily complete such modifications and/or integration efforts,
or that they will be able to be completed in a manner that enables the Company
to offer its GEONET services on a profitable basis. A failure by the Company to
satisfactorily complete any such modifications or integration efforts or to
complete them on a cost-effective basis could have a material adverse effect on
the Company.
To date, no other wireless service provider has been successful at
providing the level of integrated voice and data services contemplated by the
Company. Accordingly, in implementing GEONET, the Company may encounter
unforeseen technical issues. In addition, each of the Company's U.S. target
markets is expected to present unique technical issues to the Company due to
differences in geography and the level of local development. Technical
difficulties in the operation and/or performance of GEONET also may be
experienced as additional subscribers are added to the system in a given market
or as the coverage area in any market is increased. There can be no assurance
that the Company will be able to adequately address any such issues in any given
market or that such issues will be able to be addressed in a cost-effective
manner. Any failure by the Company to adequately address such issues or to
address them in a cost-effective manner could have a material adverse effect on
the Company.
-3-
<PAGE>
Limited Operating History; Management of Growth
The Company entered the wireless communications industry in 1992 and,
therefore, has limited experience in developing, establishing and operating
wireless communications systems. To date, most of the Company's wireless
communications services experience has been in foreign markets and has involved
different technology than that to be employed by the Company in its U.S. target
markets. In addition, the Company's only experience to date in the United States
with respect to its digital wireless communications services has been testing
GEONET in Philadelphia and, beginning in August 1995, providing wireless
communication services to customers in Philadelphia. Prospective investors,
therefore, have limited historical financial information about the Company on
which to make a determination as to the prospects for the Company's U.S.
wireless communications operations or financial condition and as to an
investment in the Shares offered hereby.
Although the Company has added experienced senior management and has
filled a substantial number of sales and field service positions during the last
year, the Company will need to rapidly and significantly increase the number of
technical, sales, management and administrative personnel that it employs as the
roll-out of GEONET progresses. The Company's success will depend upon its
ability to continue to attract, motivate, train and manage additional employees.
Management's ability to manage the Company's growth effectively also will
require it to significantly expand its operational, financial and management
systems. The failure of the Company to manage its growth effectively would have
a material adverse effect on the Company's future operations.
Need for Spectrum; Need for Transmission Sites
The Company will require additional spectrum to add capacity and to
service anticipated demand in certain of its target markets, including in
certain of its 1995 and 1996 markets. The Company also requires additional
spectrum to initiate services in certain of its 1997 target markets. Moreover, a
significant portion of the Company's existing radio spectrum in Philadelphia,
New York City, Washington, Chicago, Dallas and Houston is subject to management
agreements pursuant to which Motorola, Inc. ("Motorola") controls the radio
spectrum. The Company began service in Philadelphia in August 1995 and intends
to enter into several other of these markets in the Fall of 1995. The Company
cannot utilize this radio spectrum for GEONET services until such management
agreements are terminated. In November 1994, Motorola and NEXTEL Communications,
Inc. ("NEXTEL") entered into a consent decree with the federal government
pursuant to which NEXTEL and Motorola agreed, upon effectiveness of the consent
decree, to take steps to reduce their ownership and management of radio spectrum
in certain U.S. markets including each of the above-referenced markets, so that
they collectively own and/or manage no more than thirty 900 MHz channels in such
markets. The consent decree further provides that any Motorola management
agreements will be terminable at the sole option of the party owning the license
upon 120 days' notice to Motorola. The consent decree allows Motorola to refuse
to terminate such management agreements when Motorola and NEXTEL together
control (including by management agreement) thirty or fewer 900 MHz channels in
the licensee's market (including the managed channels as to which the
termination of the agreement is being sought). The consent decree became
effective on July 25, 1995. The Company has notified Motorola of its intent to
terminate management agreements relating to certain channels owned by the
Company or to which the Company has rights. There can be no assurance that
Motorola will not retain its management rights over some or all of the radio
spectrum owned by the Company in these U.S. markets. In the event the Company is
unable to terminate any of the Motorola management agreements or such ability is
delayed, the Company's ability to enter into such markets may, depending upon
the availability of other radio spectrum to the Company, be materially adversely
affected.
As to the spectrum that the Company has agreed to acquire, certain of
such agreements are subject to regulatory approval. Although the Company
believes that such approval will be forthcoming prior to its expected roll-out
in each such market, there can be no assurance that such approvals will be
received on a timely basis or at all. The failure by the Company to obtain any
such approvals could have a material adverse effect on the Company.
The Company intends to acquire sufficient spectrum in each of its
target markets in which it does not have sufficient spectrum to initiate service
and to add additional capacity in certain of its other U.S. target markets. The
-4-
<PAGE>
Federal Communications Commission (the "FCC") will auction spectrum commencing
in November, 1995 in each market in which the Company desires to acquire
additional spectrum. Although the Company intends to bid on such spectrum to the
extent such spectrum is needed, there can be no assurance that the Company will
be the successful bidder for any radio spectrum auctioned by the FCC. In
addition, the Company cannot predict the cost of obtaining licenses for
additional spectrum since such costs are determined by factors beyond the
Company's control, including, but not limited to, the availability of licenses
and the number of competitors seeking to acquire licenses in any particular
market. Although the Company believes that it will be able to acquire sufficient
spectrum in each of its U.S. markets, there can be no assurance that the Company
will be able to make such acquisitions on a timely basis if at all or that such
acquisitions will be able to be made on commercially acceptable terms. A failure
by the Company to obtain sufficient radio spectrum on commercially acceptable
terms and/or on a timely basis could have a material adverse effect on the
Company. See "- Commercial Implementation of GEONET."
There are only a limited number of existing communications towers
capable of providing the Company with optimal coverage area for its radio
transmissions and that are capable of supporting the Company's transmission
equipment. In the event the Company cannot obtain leases for existing towers, it
may be required to purchase sites, obtain necessary permits and build such
towers, a process which the Company estimates could take up to one year to
complete for each tower. If the Company is required to build new towers, the
roll-out of GEONET in one or more target markets could be delayed, which could
have a material adverse effect on the Company.
Deficiency of Earnings; Net Losses; Substantial Indebtedness
On a consolidated basis, the Company experienced net losses from
continuing operations of $2.4 million, $50.4 million and $42.4 million for the
years ended December 31, 1992, December 31, 1993 and December 31, 1994,
respectively and $26.1 million for the six month period ended June 30, 1995. In
addition, the Company had a deficiency of earnings before interest, taxes,
depreciation and amortization ("EBITDA") of $0.9 million, $15.2 million and
$34.2 million for the years ended December 31, 1992, December 31, 1993 and
December 31, 1994, respectively and $19.3 million for the six month period ended
June 30, 1995. The Company anticipates that its net operating losses from
operations and its EBITDA deficiency will increase significantly during the
roll-out of GEONET. There can be no assurance that the Company will ever operate
at profitable levels or have positive EBITDA. Until sufficient cash flow is
generated from operations, the Company will have to utilize its capital
resources or external sources of funding to satisfy its working capital needs.
The Company has significant indebtedness, a substantial portion of
which is represented by its 15% Senior Secured Discount Notes due 2005 which
have an aggregate principal amount at maturity of $227.7 million (the "Senior
Discount Notes"). Although no payments of interest or principal are due on the
Senior Discount Notes in the immediate future, the Company will have significant
debt service obligations beginning in July 2000. The Company also anticipates
seeking additional financing, which financing may impose additional and earlier
debt service obligations on the Company. See "-- Need for Additional Financing."
The degree to which the Company is leveraged may impair the ability of the
Company to obtain additional financing in the future for working capital,
capital expenditures, acquisitions or other general corporate purposes. In
addition, the Indenture governing the Senior Discount Notes (the "Indenture")
and certain documents executed in connection therewith impose significant
operating and financial restrictions on the Company, affecting, among other
things, the ability of the Company to incur indebtedness, make prepayments of
certain indebtedness, pay dividends, make investments, engage in transactions
with stockholders and affiliates, issue capital stock of its subsidiaries,
create liens, sell assets and engage in mergers and consolidations. Although the
Indenture and the related documents contain various exemptions that are
generally designed to allow the Company to operate its business without undue
restraint, these restrictions, in combination with the leveraged nature of the
Company, could limit the ability of the Company to effect future financings,
respond to changing market conditions and otherwise may restrict corporate
activities.
Need for Additional Financing
The Company's existing cash on hand and expected cash flow from
operations will not be sufficient to fund the Company's full roll-out of GEONET.
Based on the Company's projected roll-out schedule in its 36 United States
target markets and its projected loading of subscribers in these markets, the
Company estimates that it will need at least an additional $250.0 million of
financing to fund GEONET's infrastructure costs as well as operating losses and
working capital needs. Additionally, the macrocellular architecture of GEONET
will allow the Company to adjust its aggregate cash expenditures by focusing its
activities in certain markets while reducing its planned investments in other
markets.
-5-
<PAGE>
Pursuant to the terms of a Defeasance Security Agreement, dated July 6,
1995, the Company pledged to the holders of its Senior Secured Notes due 1998
(the "Notes"), $40.5 million, at maturity, of United States Treasury obligations
to secure the Company's obligations under such Notes. The Notes are convertible
into Common Stock beginning September 30, 1995 at a 12.5% discount to the market
price of the Common Stock on the date of conversion. To the extent the Notes are
not converted into Common Stock, the Company's financing needs will increase by
an amount equal to the face value of the United States Treasury obligations
securing such Notes which would otherwise have been released to the Company upon
conversion.
The Company's need for additional financing will increase if the
Company experiences delays in the commercial implementation of GEONET, cost
overruns or unanticipated cash needs. Moreover, additional financing may be
necessary to satisfy the terms of certain financing transactions, including, but
not limited to, possible redemption obligations of the Company in connection
with the Company's Preferred Stock. Additional financing also may be required to
fund acquisitions of additional spectrum and businesses. The amount of
additional funding required will depend upon the timing of such expenditures,
the availability of cash flow from operations and, to the extent applicable, the
availability of lease and vendor financing. It is presently anticipated that
additional financing, if obtained, would be obtained from one or more sources,
including, but not limited to, equity or debt financing (whether through public
or private offerings), strategic partners, joint ventures, vendor financing,
leasing arrangements or a combination thereof. There can be no assurance that
additional financing will be available to the Company on desirable terms or at
all.
Competition
Although the Company believes that the quality, array and flexibility
of services to be offered by the Company through GEONET will meaningfully
differentiate such services from those offered by other wireless communications
providers in the Company's target markets, the Company will face significant
competition from such other providers. The Company expects to experience
competition for each type of service it intends to offer from existing dispatch,
cellular telephony, paging and public data service providers. In addition, the
Company expects to experience competition from manufacturers of Private Mobile
Radio ("PMR") equipment, which target existing private network operators and
Specialized Mobile Radio ("SMR") customers and urge them to build or upgrade
their own private networks rather than utilize SMR service providers. Many of
these providers and manufacturers are larger, more established, have more
experience in the telecommunications industry, have greater name recognition,
have larger sales staffs and/or have greater financial resources than the
Company.
NEXTEL has announced plans to construct a nationwide digital Enhanced
Specialized Mobile Radio ("ESMR") network and is offering services in several
cities. NEXTEL has also secured a significant number of 800 MHz SMR channels in
several of the largest U.S. markets. In addition, OneComm Corp. ("OneComm") has
constructed an ESMR network in several cities. Furthermore, several large SMR
providers are positioning themselves to compete for wireless voice and data
traffic and have announced plans to construct digital ESMR networks utilizing
equipment manufactured primarily by Motorola. These providers include Dial Page,
Inc. ("Dial Page") and Pittencrieff Communications, Inc. ("Pittencrieff").
Motorola has announced agreements to transfer its 800 MHz SMR licenses to
NEXTEL, OneComm and Dial Page in consideration for equity positions in these
companies. Motorola will remain the largest SMR service provider in the 900 MHz
band utilizing analog equipment. In addition, to the extent that Motorola is the
largest provider of PMR equipment, Motorola may be deemed to be an indirect
competitor of the Company. In 1994, NEXTEL announced plans to acquire OneComm
and Dial Page.
The Company also may face competition from technologies and services
introduced in the future. In March 1995, the FCC completed auctions for Personal
Communications Services ("PCS") licenses in most telecommunication markets
within the United States. PCS could compete with services to be offered by the
Company. The FCC also may license additional spectrum for other wireless
services. It is also possible that satellite technology ultimately could be
developed to permit urban use equal to or superior to that available through SMR
systems, which would result in increased competition for the Company's services.
The commercialization or further development of any such technologies could have
a material adverse effect on the Company. See "- Rapid Technological Changes".
-6-
<PAGE>
Many of the target customers for GEONET currently use other wireless
communications services. In order to be successful, the Company will need to
migrate a portion of its target customers from their existing services to those
provided by the Company over GEONET. The Company's ability to migrate its target
customers over to its services will be highly dependent on the perceived utility
of the Company's services to its target customers as compared to the services
currently utilized by such customers. Because there currently is no integrated
wireless communications network commercially available that is comparable to
that expected to be offered by the Company over GEONET, the extent of the demand
for the Company's wireless communication services cannot be predicted with any
degree of certainty. The demand for the Company's digital wireless
communications services also could be affected by other matters beyond its
control, such as the future cost of subscriber equipment, marketing and pricing
strategies of competitors and general economic conditions.
The Company also expects to experience competition for radio spectrum
from existing and future providers of wireless communications services. The
Company also expects to experience competition for communications tower space.
See "- Need for Spectrum; Need for Transmission Sites."
The Company also experiences competition for each of its products and
services other than GEONET in the markets in which it sells such products and
services. Such competition is expected to remain strong for the foreseeable
future.
Government Regulation
The licensing, construction, operation and acquisition of SMR systems
in the United States is regulated by the FCC under the Communications Act of
1934, as amended (the "Communications Act"). During 1994, the FCC initiated
several regulatory proceedings with wide-ranging implications for the wireless
telecommunications industry. A primary intent of these recent amendments was to
encourage competition among mobile communications service providers by removing
regulatory distinctions between common carriers such as cellular telephone
companies and private carriers such as SMR service providers. Although the
Company will not be required to comply with most of these regulatory changes
prior to 1996, the regulations may materially impact the Company's operations in
the future. For example, the Company will be required to provide services on a
"nondiscriminatory basis" and on terms that are not "unjust and unreasonable,"
as such terms are defined by the Communications Act. In addition, the FCC may,
in the future, require that the Company provide equal access to its wireless
services to other wireless and wireline communications providers and
interconnection to wireline and wireless entities. The FCC may, in the future,
specify by rule other common carrier regulations that would apply to commercial
mobile services providers such as the Company. Moreover, the FCC did not delay
the effective date of the applicability of its rules concerning foreign
investment in and management and/or participation in any entity holding an FCC
license. However, the FCC did provide a mechanism for newly re-classified
providers to petition for a waiver of these limitations. The Company filed a
petition to retain its foreign directors and officers, including certain
executive officers of the Company the loss of the services of which could
adversely affect the conduct of the Company's business. The Company's petition
was granted by the FCC, which permits the Company to retain its foreign
directors and officers until August 10, 1996. Thereafter, the Company's ability
to retain foreign directors and officers will be limited by current FCC
regulations. See "- Dependence on Key Personnel." These limitations may also
affect the Company's ability to secure foreign financing through the sale of
shares of Common Stock or Common Stock equivalents and to issue Common Stock in
the acquisition of foreign subsidiaries. The Company cannot predict the effect
of any of these regulations or any future regulation adopted by the FCC on the
Company's operations. Moreover, there has been little experience in the
interpretation and implementation of these regulations. Future interpretations
or practices with respect to such regulations could have a material adverse
effect on the Company.
The Company has been granted a waiver to construct and activate certain
systems it has acquired. In the event the Company fails to construct or activate
such systems in accordance with the dates set forth in the waiver, the Company
could lose the waiver and lose all of the frequencies covered by such waiver
which have not been constructed or activated. The Company's waiver is currently
subject to a pending challenge that was filed by a third party with whom the
Company failed to negotiate a satisfactory management agreement. The Company
believes that this challenge is without merit and is vigorously opposing it. A
loss of the frequencies covered by such waiver that have not been constructed or
activated would have a material adverse effect on the Company.
-7-
<PAGE>
The Company intends to acquire additional SMR licenses. There can be no
assurance that the Company will be successful in its efforts to negotiate the
acquisition of all licenses it seeks to acquire or in its efforts to obtain
regulatory approval therefor. In addition, there can be no assurance that any
licenses currently owned or acquired in the future by the Company will be
renewed. The failure of the Company to renew existing or future SMR licenses
could have a material adverse effect on the Company.
All of the equipment utilizing the Company's technology, to the extent
it is used to send or receive signals, must meet FCC criteria. Although GEONET
base stations have received such approval and the mobile subscriber units have
been designed to meet FCC standards, there can be no assurance that the
subscriber units will meet such criteria. A failure by the Company's subscriber
units or any of its other equipment to meet FCC standards could have a material
adverse effect on the Company.
Future changes in regulation or legislation affecting digital wireless
telecommunications service or the allocation by the FCC or Congress of
additional spectrum for services that compete with such service could adversely
affect the Company's business. See "- Competition."
Dependence on Third Party Providers
The Company's digital wireless telecommunications system is being
developed and commercialized by its subsidiary, PowerSpectrum, Ltd. ("PST").
However, the development by PST of the technology and systems is dependent in
large part upon the efforts of Rafael Armament Development Authority ("Rafael"),
a PST contractor, to adapt frequency hopping from a military to a commercial
application, to integrate the frequency hopping technology with other digital
technologies required for optimal commercial deployment of GEONET and, as
discussed below, for the cost-effective manufacture of the base station
hardware. In this regard, approximately 90 employees of Rafael are presently
engaged on a full-time subcontract basis in the development of FHMA. If Rafael
reduces its commitment to PST or continuing development efforts are not
successful, the Company's prospects could be materially adversely affected.
Neither the Company nor PST manufacture the system architecture,
hardware and mobile subscriber units necessary for the commercial implementation
of GEONET. Rafael has been contracted by PST to manufacture the system hardware
for GEONET. Third parties, including Mitsubishi Consumer Electronics America
("Mitsubishi"), Hughes Network Systems ("Hughes"), a unit of GM Hughes
Electronics, and Kenwood Corporation of Japan ("Kenwood"), will manufacture
subscriber units and certain other components of the system hardware for GEONET.
There can be no assurance that such third parties will deliver such equipment on
a timely basis or that the Company will be able to successfully integrate such
components and hardware in a cost effective system on a timely basis, if at all.
The Company has only a single manufacturing source for certain of the components
of the GEONET system hardware, including the base stations and subscriber units.
Although the Company believes that it can obtain all components necessary to
build GEONET from other sources, delays may be encountered in the event of a
component shortage because of the time it may take to identify substitute
sources and manufacture substitute components. A failure by the Company to
obtain hardware components on a timely basis or at satisfactory prices could
adversely affect the ability of the Company to roll-out and market GEONET, which
could have a material adverse effect on the Company. See "- Commercial
Implementation of GEONET."
The Company has entered into an agreement with IBM Corporation ("IBM")
to manage the construction of the GEONET stations and the installation of FHMA
equipment in the Company's U.S. target markets. A failure by IBM to manage the
preparation and construction of the Company's base stations and remote sites
could have a material adverse effect on the Company. See "- Commercial
Implementation of GEONET".
Rapid Technological Changes
The telecommunications industry is subject to rapid and significant
changes in technology, which could lead to new products and services that
compete with those offered by the Company or could lower the cost of current
competing products and services to the point where the Company's products and
services could become non-competitive and the Company could be required to
reduce the prices of its services. While the Company is not aware of any
proposed changes that will materially affect the attractiveness of its product
and service offerings, the effect of technological changes on the businesses of
the Company cannot be predicted. In the future, the Company expects to
-8-
<PAGE>
experience competition from new technologies such as ESMR networks, PCS and
possibly satellite technology, as well as from advances with respect to
existing technologies such as cellular, paging and mobile data transmission. See
"- Competition."
Dependence on Key Personnel
The success of the Company will depend greatly upon the active
participation and the experience of its management. The loss of the services of
Yaron Eitan, the Company's President and Chief Executive Officer, could
adversely affect the conduct of the Company's business. In addition, the
successful implementation of the Company's business plan will depend, to a large
extent, upon the ability of the Company's and its subsidiaries' engineers and
scientific personnel to perfect and improve upon existing and proposed products.
The loss of some or all of such personnel, or the inability of the Company to
attract additional personnel, or the inability of such persons to design such
systems or to continue product enhancement will directly inhibit the ability of
the Company to sell its products and services and to operate profitably.
Risks of International Business
The Company operates in and sells products and services to clients in
various countries and certain of its products and components are manufactured
abroad. The Company's research and development activities are reliant upon
foreign providers. Accordingly, the Company is subject to the risks inherent in
conducting business across national boundaries, including, but not limited to,
currency exchange rate fluctuations, international incidents, military
outbreaks, economic downturns, government instability, nationalization of
foreign assets, government protectionism and changes in governmental policy, any
of which risks could have a material adverse impact on the Company.
Influence by Significant Stockholders; Preemptive Rights
As of the date hereof, approximately 25% of the total voting power of
the Company's Common Stock (on a fully diluted basis, but without giving effect
to the exercise of the options held by Vanguard Cellular Systems, Inc.
("Vanguard") was beneficially owned by the directors and executive officers of
the Company and their affiliates. Vanguard holds options to purchase
approximately 5.3 million shares of Common Stock. Consequently, the Company's
directors and executive officers will be able to exert significant influence
with respect to all matters upon which stockholder approval is required.
Of the amounts discussed above, 5,916,514 shares, or 9.9% of the
Company's Common Stock (calculated as of 10/27/95 in accordance with Rule 13d-3
under the Exchange Act) are beneficially owned by the Selling Shareholder, whose
affiliate, Purnendu Chatterjee, is a director of the Company. See "- Selling
Shareholder." In addition, as of 10/27/95, Vanguard beneficially owned
approximately 3.3 million shares or 6.1% of the Company's outstanding Common
Stock. However, assuming full exercise of the options held by Vanguard as of
such date, 8.6 million shares, or 14.5% of the Company's Common Stock on a fully
diluted basis, would be beneficially owned by Vanguard. With respect to certain
issuances of voting securities by the Company, Vanguard and the Selling
Shareholder have the preemptive right to purchase voting securities of the
Company, at the same price and the same terms as the Company may offer to third
parties, in an amount sufficient to maintain Vanguard's or the Selling
Shareholder's percentage interests, as applicable, in the voting securities of
the Company.
Winston Churchill, the Chairman of the Board of the Company, Yaron
Eitan, the President and Chief Executive Officer of the Company, Evergreen
Canada-Israel Investment & Co., Ltd. ("Evergreen"), the Selling Shareholder and
Vanguard have agreed to vote their shares to elect a representative of each of
Evergreen, the Selling Shareholder and Vanguard, respectively, to the Board of
Directors of the Company (although no representative of Evergreen currently is a
member of the Board of Directors). This obligation shall continue with respect
to each of the parties for so long as Vanguard, the Selling Shareholder and
Evergreen beneficially own at least 2,500,000, 2,500,000 and 1,000,000 shares of
Common Stock, respectively. In the event that the beneficial ownership of any
such party drops below its designated ownership level, then the agreement
terminates with respect to such party only and the agreement continues in full
force and effect with respect to the remaining parties thereto. Mr. Purnendu
Chatterjee is the designated representative of the Selling Shareholder; and Mr.
Haynes G. Griffin is the designated representative of Vanguard. In addition, the
-9-
<PAGE>
Company has agreed, pursuant to an agreement entered into in connection with the
Company's acquisition of Metro Net Systems, Inc. to use its best efforts to
cause the election of Mr. Richard Krants as a director of the Company through
the 1996 fiscal year. The Company has also agreed to use its best efforts to
have Mr. Eitan elected as a member of the Board of Directors during the term of
his employment.
Transactions with Affiliates
During the period since its inception, the Company has undertaken a
wide variety of financing and merger/acquisition activity which has resulted in
its present corporate and financial structure. Included in such activity have
been transactions which have involved persons who now serve, or who did serve at
the time, as directors and officers of the Company or persons or entities
related to such persons. In every instance where such transactions have involved
any such persons or entities, the specific transaction has been approved
unanimously by directors of the Company, including all disinterested and outside
directors, with the affected parties abstaining. It is the Company's view that
each such transaction has been on terms no less favorable to the Company than
other similar transactions available to the Company with unaffiliated parties,
if available at all. In most of such instances, such transactions have been the
Company's only recourse to meet financing needs and/or business goals. Despite
the foregoing, prospective purchasers may wish to consider the circumstances in
which such transactions were made, the terms of such transactions and the
Company's possible alternative courses of action.
Patent Issues
The Company protects its proprietary information by way of
confidentiality and non-disclosure agreements with employees and third parties
who may have access to such information. The Company continually reviews its
technology developments in order to file patent applications and has filed
patent applications with respect to certain aspects of its FHMA(TM) frequency
hopping technology and GEONET in Israel and expects to file additional patent
applications in Israel and the United States. Generally, the Company intends to
file all patent applications in the United States and Israel and in such other
countries as it deems appropriate. There can be no assurance that such
applications will be granted. There can be no assurance that any patents issued
will afford meaningful protection against competitors with similar technology or
that any patents issued will not be challenged by third parties. There also can
be no assurance that others will not independently develop similar technologies,
duplicate the Company's technologies or design around the patented aspects of
any technologies developed by the Company. Many patents and patent applications
have been filed by third parties with respect to wireless communications
technology. The Company does not believe that its technology infringes on the
patent rights of third parties. However, there can be no assurance that certain
aspects of the Company's technology will not be challenged by the holders of
such patents or that the Company will not be required to license or otherwise
acquire from third parties the right to use certain technology. The failure to
overcome such challenges or obtain such licenses or rights could have a material
adverse effect on the Company's operations.
Dividends On Common Stock Not Likely
The Company has not declared or paid any cash dividends on its Common
Stock since commencing operations and does not anticipate paying any dividends
on its Common Stock in the foreseeable future. At present, the Company is
obligated to pay, for a five-year period following the issuance of its Series H
Cumulative Convertible Preferred Stock ("Series H Preferred Stock"), cumulative
dividends of $2,000,000 per year on the Series H Preferred Stock, in cash, and,
for a five-year period following the issuance of its Series I Cumulative
Convertible Preferred Stock ("Series I Preferred Stock") and Series K Cumulative
Convertible Preferred Stock ("Series K Preferred Stock"), respectively,
cumulative dividends equaling $700,000 per year on the Series I Preferred Stock
and $700,000 per year on the Series K Preferred Stock, in cash or shares of
Common Stock of the Company, before any cash dividends may be paid on its Common
Stock. In addition, the Company is presently obligated to pay cumulative annual
dividends of $750,000 per year on its Series L Cumulative Convertible Preferred
Stock ("Series L Preferred Stock"), in cash or additional shares of Series L
Preferred Stock, and cumulative annual dividends of $988,125 per year on the
Series M Cumulative Convertible Preferred Stock ("Series M Preferred Stock"), in
cash or shares of Common Stock, before any cash dividends may be paid on its
Common Stock. At present, the Company is current in payment of all required
dividends on its outstanding preferred stock. In addition, the terms of certain
indebtedness of the Company prohibit, during the term of such indebtedness, the
declaration or payment of any dividend on the Company's Common Stock (other than
in shares of such Common Stock).
-10-
<PAGE>
Shares of Common Stock Eligible for Sale; Dilution
The Company has in the past registered for offer and sale under the
Securities Act certain of the issued and outstanding shares of Common Stock and
certain of the shares of Common Stock issuable upon the exercise or conversion,
as applicable, of outstanding options, warrants and convertible securities held
by the Company's stockholders, including certain officers, directors, employees
and "affiliates" of the Company (as such term is defined pursuant to the
Exchange Act). The sale of such shares would have been subject to substantial
limitations in the absence of such registration. A substantial number of such
shares may still be held by the registered holders thereof and available for
resale under currently effective registration statements. In addition, certain
stockholders of the Company hold the right (subject to certain conditions) to
require that the Company register for offer and sale issued and outstanding
shares of Common Stock and/or shares of Common Stock issuable upon the exercise
or conversion, as applicable, of options, warrants and convertible securities.
Sales of substantial amounts of such shares could adversely affect the market
value of the Common Stock and, in the case of convertible securities, may effect
a dilution of the book value per share of Common Stock, depending upon the
timing of any such sales.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Resale Shares by the Selling Shareholder. The Company intends to use the
proceeds from the issuance and sale of the Warrant Shares (i) to fund
expenditures for the building, development and roll-out of GEONET, including
site construction, marketing costs, the purchase of subscriber units and system
hardware and (ii) for general corporate purposes, including the funding of
operating losses, working capital requirements, the possible acquisition of
additional radio spectrum in the Company's U.S. target markets and to fund the
Company's international operations.
The Company will require substantial additional financing in order to
complete the roll-out of GEONET in all 36 of its U.S. target markets. See "Risk
Factors - Need for Additional Financing." Pending their use as set forth above,
the proceeds from the issuance and sale of the Warrant Shares will generally be
invested in high-grade, short-term, marketable, interest-bearing securities.
SELLING SHAREHOLDER
The Selling Shareholder (which term includes its transferees, pledgees,
donees or its successors) may from time-to-time offer and sell pursuant to this
Prospectus any or all of the Resale Shares.
The following table sets forth information, as of October 27, 1995 with
respect to the Selling Shareholder, including the total number of shares and
percentage of the Common Stock beneficially owned by the Selling Shareholder,
the number of such shares subject to sale hereunder and the resulting number of
shares and percentage of Common Stock to be beneficially owned by the Selling
Shareholder if all Resale Shares are sold by the Selling Shareholder. Such
information has been obtained from the Selling Shareholder. The Selling
Shareholder does not have, nor within the past three years has it had, any
position, office or other material relationship with the Company or any of its
predecessors or affiliates, except as noted below.
-11-
<PAGE>
<TABLE>
<CAPTION>
===================================================================================================================================
Pre-Offering Post Offering(2)
===================================================================================================================================
Selling Total Number of Percentage Shares Total Number Percentage
Shareholder Shares of of Class(3) Offered of Shares of of Class(3)
Common Stock of Common
the Company Stock of the
Beneficially Company
Owned Beneficially
Owned
===================================================================================================================================
<S> <C> <C> <C> <C> <C>
S-C Rig
Investments III, 5,916,514 9.9% 621,000 5,295,514 8.8%
L.P.(1)
===================================================================================================================================
</TABLE>
(1) In addition to the Resale Shares, the Selling Shareholder holds 445,445
shares of the Company's Series H Preferred Stock and 20 Shares of the Company's
Series I Preferred Stock, convertible in accordance with the Certificate of
Designation of such shares into 4,444,450 shares of Common Stock and 851,064
shares of Common Stock, respectively. In connection with its purchase of the
Series I Preferred Stock, the Selling Shareholder was granted certain preemptive
rights with respect to the issuance of voting securities by the Company.
Upon the occurrence of certain events of default with respect to the
Series H Preferred Stock or Series I Preferred Stock, the number of directors
constituting the Board of Directors of the Company shall be increased by two
(i.e. by a total of four if any events of default occur with respect to both the
Series H Preferred Stock and the Series I Preferred Stock), both of the
additional directors will be elected by the holders of the Series H Preferred
Stock or Series I Preferred Stock, as applicable. The Selling Shareholder
currently holds all of the outstanding Series H Preferred Stock and Series I
Preferred Stock.
In addition, Dr. Purnendu Chatterjee, an affiliate of the Selling
Shareholder is currently a Director of the Company. As an affiliate of the
Selling Shareholder, Dr. Chatterjee may be deemed to beneficially own those
securities held by the Selling Shareholder. Dr. Chatterjee disclaims beneficial
ownership of such securities. Dr. Chatterjee also is deemed to beneficially own
options to purchase 200,000 shares of Common Stock held by one of his
affiliates, XTEC International, Inc. Dr. Chaterjee also holds 20,000 options to
purchase Common Stock which are immediately exercisable. In total, as calculated
in accordance with Rule 13d-3 under the Exchange Act, Dr. Chatterjee
beneficially owns approximately 10.2% of the Common Stock of the Company.
(2) Assumes the sale of all Resale Shares offered by this Prospectus by the
Selling Shareholder to third parties unaffiliated with the Selling Shareholder.
(3) These percentages are calculated in accordance with Section 13(d) of the
Securities Act and the rules promulgated thereunder.
PLAN OF DISTRIBUTION
The Resale Shares are being registered to permit public secondary
trading of the Resale Shares by the Selling Shareholder from time to time after
the date of this Prospectus. The Company has agreed, among other things, to bear
all expenses (other than underwriting discounts, selling commissions and fees
and expenses of counsel and other advisors to holders of the Resale Shares) in
connection with the registration and sale of the Resale Shares covered by this
Prospectus. The Company will not receive any of the proceeds from the sale of
the Resale Shares by the Selling Shareholder.
Pursuant to this Registration Statement, the Resale Shares may be sold
by the Selling Shareholder from time to time while this Registration Statement
is effective in the over-the-counter market or otherwise at prices and terms
prevailing at the time of sale or in negotiated transactions. Although the
Selling Shareholder has not advised the Company that it currently intends to
sell the Resale Shares pursuant to this Registration Statement, the Selling
Shareholder may choose to sell all or a portion of the Resale Shares from time
-12-
<PAGE>
to time in the manner described above. The methods by which the Resale Shares
may be sold by the Selling Shareholder in one or more of the following
transactions may include: (a) block trades in which the broker or dealer so
engaged will attempt to sell the securities as agent, but may position and
resell a portion of the block as principal to facilitate the transaction, (b)
purchases by a broker or dealer as principal and resale by such broker or dealer
for its account pursuant to this Prospectus and (c) ordinary brokerage
transactions in which the broker solicits purchasers. In effecting sales,
brokers and dealers engaged by the Selling Shareholder may arrange for other
brokers or dealers to participate. Brokers or dealers may receive commissions or
discounts from the Selling Shareholder in amounts to be negotiated (and, if such
broker or dealer acts as agent for the purchaser of such shares, from such
purchaser). Brokers or dealers may agree with the Selling Shareholder to sell a
specified number of shares at a stipulated price per share, and, to the extent
such a broker or dealer is unable to do so acting as agent for the Selling
Shareholder, to purchase as principal any unsold shares at the price required to
fulfill such broker or dealer commitment to the Selling Shareholder. Brokers or
dealers who acquire shares as principals may thereafter resell such shares from
time to time in transactions (which may involve crosses and book transactions
and which may involve sales to and through other brokers or dealers, including
transactions, of the nature described above) in the over-the-counter market, in
negotiated transactions or otherwise, at market prices prevailing at the time of
sale or at negotiated prices, and in connection with the methods as described
above.
LEGAL MATTERS
The validity of the Shares will be passed upon by Andrew Siegel,
Esquire, General Counsel and Secretary of the Company.
EXPERTS
The consolidated balance sheets of the Company as of December 31, 1994
and 1993 and the consolidated statements of operations, shareholders' equity,
and cash flows for the years ended December 31, 1994, 1993 and 1992,
incorporated by reference in this Prospectus, have been incorporated by
reference herein in reliance on the report of Coopers & Lybrand L.L.P.,
independent accountants, given on the authority of that firm as experts in
accounting and auditing. In such report, Coopers & Lybrand L.L.P. states, that
with respect to certain affiliated companies, their opinions are based upon the
reports of other independent accountants.
-13-
<PAGE>
==================================== =========================================
No person is authorized
to give any information
or to make any representation
not contained or incorporated
by reference in this Prospectus,
and if given or made, such
information or representation GEOTEK COMMUNICATIONS, INC.
must not be relied upon as
having been authorized by the
Company. Neither the delivery ISSUANCE AND SALE OF 6,831,000 SHARES
of this Prospectus nor any sale OF COMMON STOCK ISSUABLE UPON
made hereunder shall, under any EXERCISE OF WARRANTS
circumstances, create any AND RESALE BY A CERTAIN
implication that there has been SELLING SHAREHOLDER OF 621,000
no change in the facts set forth SHARES OF COMMON STOCK ISSUABLE
in this Prospectus or in the UPON EXERCISE OF THE WARRANTS
affairs of the Company since the
date hereof. This Prospectus
does not constitute an offer to
sell or a solicitation of an
offer to buy any securities other
than those to which it relates
or an offer to sell or a
solicitation of an offer to buy
any securities in any jurisdiction
in which such offer or
solicitation is not authorized, or
in which the person making such
offer or solicitation is not
qualified to do so, or to any
person to whom it is unlawful to
make such an offer or solicitation
in such jurisdiction.
TABLE OF CONTENTS
Page
----
Available Information.......... 2
Incorporation of Certain
Information by Reference...... 2 ------------------------
Address and Telephone Number... 3
Risk Factors................... 3
Use of Proceeds................ 11 PROSPECTUS
Selling Shareholder............ 11
Plan of Distribution........... 12
Legal Matters.................. 13 November 9, 1995
Experts........................ 13
-------------------------
==================================== =========================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Set forth below is an itemized statement of all expenses incurred or
to be incurred in connection with the issuance and distribution of the
securities to be registered:
Registration fee*.......................... $23,319.62
Blue sky filing fees and expenses.......... 5,000.00
Transfer agent and registration fee........ 1,000.00
Printing and mailing expenses.............. 5,000.00
Legal fees and expenses.................... 20,000.00
Accounting fees and expenses............... 7,500.00
Miscellaneous.............................. 5,000.00
Total.................................. $66,819.62
------------
*Exact; all other fees and expenses are estimates.
Item 15. Indemnification of Directors and Officers.
A. The Delaware Corporation Law provides that, to the extent that any
director, officer, employee or agent of the Company has been successful on the
merits or otherwise in defense of any action, suit or proceeding, whether civil,
criminal, administrative or investigative (including an action by or in the
right of the Company) which he was a party to by reason of the fact that he is
or was a director, officer, employee or agent of the Company or is or was
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise,
the Company shall indemnify any such person against expenses (including
attorneys' fees) actually and reasonably incurred by him in connection
therewith.
B. In addition, the Company has the power to indemnify any of the
persons referred to above in connection with any such actions against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connectionUwith any such action, suit or
proceeding, if such person acted in good faith and in a manner he reasonably
believed to be or not opposed to the best interests of the Company, and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
Notwithstanding the foregoing, in connection with any action or suit
by or in the right of the Company to procure a judgment in its favor, the
Company shall not make any indemnification as described above in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Company unless or only to the extent that the Court of Chancery
(in the State of Delaware) or the court in which such action or suit was brought
shall determine, upon application, that, despite adjudication of liability, but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which the Court of Chancery
or such other court shall deem proper.
C. The Company also has the power, under the Delaware Corporation Law,
to purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against any
other liability asserted against him and incurred by him in any such capacity,
or arising out of his status as such, whether or not the Company would have the
power to indemnify him against such liability under the provisions of this
Section.
D. The indemnification provided by or allowable pursuant to the
Delaware Corporation Law shall or may, as applicable, continue as to a person
who has ceased to be a director, officer, employee or agent of the Company and
shall inure to the benefit of the heirs, executors and administrators of such a
person.
II-1
<PAGE>
Item 16. Exhibits
The following documents are filed as a part of this Registration
Statement. (Exhibit numbers correspond to the exhibits required by Item 601 of
Regulation S-K for a Registration Statement on Form S-3.)
(a) Exhibits
Exhibit No.
- -----------
4.1 Restated Certificate of Incorporation of the Company, as amended.(1)
4.2 Certificate of Amendment of the Restated Certificate of
Incorporation of the Company filed February 26, 1993.(2)
4.3 Certificate of Amendment of the Restated Certificate of
Incorporation of the Company filed February 16, 1994.(1)
*4.4 By-Laws of the Company as amended through May 30, 1992.
*5 Opinion and Consent of Andrew Siegel, Esquire.
*23.1 Consent of Coopers & Lybrand, L.L.P. - Geotek Communications, Inc.
*23.2 Consent of Shachak & Co. - PowerSpectrum Technology Ltd.
Consent of Shachak & Co. - Oram Power Supplies (1990) Ltd.
Consent of Shachak & Co. - Oram Electric Industries Ltd.
*23.3 Consent of Touche Ross & Co. - National Band Three Limited and
predecessor companies
*23.4 Consent of KPMG - Band Three Radio Limited
*23.5 Consent of Coopers & Lybrand GmbH - Preussag Bundelfunk GmbH
*23.6 Consent of Dusseldorfer Treuhand-Gesellschaft Altenburg & Tewes AG
- DBF Bundelfunk GmbH & Co. Betriebs-KG
23.7 The Consent of Andrew Siegel, Esquire to all references made to him
in the Prospectus contained in this Registration Statement is
included in his opinion filed as Exhibit 5 to this Registration
Statement.
24 The powers of attorney contained on the signature pages of this
Registration Statement are hereby incorporated by reference.
- ----------------------------
* Filed herewith.
II-2
<PAGE>
(1) Incorporated by reference to the Exhibits to the Company's Annual Report
on Form 10-K for the year ended December 31, 1993.
(2) Incorporated by reference to the Exhibits to Post-Effective Amendment No. 2
to the Company's Registration Statement on Form S-1 (Registration No.
33-42185) filed with the Commission on August 27, 1993.
Item 17. Undertakings.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling-person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person of the registrant in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement to include
any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Montvale, New Jersey, on the 8th of November, 1995.
GEOTEK COMMUNICATIONS, INC.
By: /s/ Yaron I. Eitan
-------------------------------
Yaron I. Eitan
President, Chief Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Yaron Eitan, President, and Yoram
Bibring, Executive Vice President, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments, including any post-effective amendments, to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the above premises, as fully to all intents and purposes
as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
This Power of Attorney may be executed in multiple counterparts, each
of which shall be deemed an original, but which taken together shall constitute
one instrument.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been duly signed below on November 8, 1995 by the
following persons in the capacities indicated.
Signatures Title
- ---------- -----
/s/ Winston J. Churchill Chairman of the Board; Director
- ----------------------------
Winston J. Churchill
/s/ Yaron I. Eitan President and Chief Executive Officer
- ----------------------------- (Principal Executive Officer); Director
Yaron I. Eitan
/s/ Walter E. Auch Director
- -----------------------------
Walter E. Auch
/s/ George Calhoun Director
- -----------------------------
George Calhoun
/s/ Purnendu Chatterjee Director
- -----------------------------
Purnendu Chatterjee
/s/ Haynes G. Griffin Director
- -----------------------------
Haynes G. Griffin
<PAGE>
Signatures Title
- ---------- -----
/s/ Richard Krants Director
- -----------------------------
Richard Krants
/s/ Richard T. Liebhaber Director
- -----------------------------
Richard T. Liebhaber
/s/ Haim Rosen Director
- -----------------------------
Haim Rosen
/s/ Kevin W. Sharer Director
- -----------------------------
Kevin W. Sharer
/s/ William Spier Director
- -----------------------------
William Spier
/s/ Michael McCoy Chief Financial Officer (Principal
- ----------------------------- Financial Officer)
Michael McCoy
/s/ Michael Carus Chief Accounting Officer (Principal
- ----------------------------- Accounting Officer)
Michael Carus
<PAGE>
EXHIBIT INDEX
Exhibit No.
- -----------
4.4 By-Laws of the Company as amended through May 30, 1992
5 Opinion and Consent of Andrew Siegel, Esquire
23.1 Consent of Coopers & Lybrand, L.L.P. - Geotek Communications, Inc.
23.2 Consent of Shachak & Co. - PowerSpectrum Technology Ltd.
Consent of Shachak & Co. - Oram Power Supplies (1990) Ltd.
Consent of Shachak & Co. - Oram Electric Industries Ltd.
23.3 Consent of Touche Ross & Co. - National Band Three Limited and
predecessor companies
23.4 Consent of KPMG - Band Three Radio Limited
23.5 Consent of Coopers & Lybrand GmbH - Preussag Bundelfunk GmbH
23.6 Consent of Dusseldorfer Treuhand-Gesellschaft Altenburg & Tewes AG
- DBF Bundelfunk GmbH & Co. Betriebs-KG
<PAGE>
BY-LAWS OF
GEOTEK INDUSTRIES, INC.
(As Amended Through May 30, 1992)
ARTICLE I - OFFICES
Section 1-1. Registered Office and Registered Agent. The Corporation
shall maintain a registered office and registered agent within the State of
Delaware, which may be changed by the Board of Directors from time to time.
Section 1-2. Other Offices. The Corporation may also have offices at
such other places, within or without the State of Delaware, as the Board of
Directors may from time to time determine.
ARTICLE II - STOCKHOLDERS' MEETINGS
Section 2-1. Place of Stockholders' Meetings. Meetings of stockholders
may be held at such place, either within or without the State of Delaware, as
may be designated by the Board of Directors from time to time. If no such place
is designated by the Board of directors, meetings of the stockholders shall be
held at the registered office of the corporation in the State of Delaware.
Section 2-2. Annual Meeting. A Meeting of the stockholders of the
Corporation shall be held in each calendar year, on such date and time as is
designated by the Board of Directors.
Section 2-3. Special Meetings. Except as otherwise specifically
provided by law, special meetings of the stockholders, for any purpose or
purposes prescribed in the notice of the meeting, may be called at any time by
the Board of Directors, the President of the Corporation, or the stockholders of
record holding in the aggregate at least ten percent (10%) of the issued and
outstanding shares of capital stock of the corporation entitled to vote at any
such special meeting, and shall be held at such place, on such date and at such
time as the Board of Directors, the President or the stockholders shall fix
pursuant to the notice.
Section 2-4. Notice of Meetings and Adjourned Meetings. Written notice
stating the place, date and hour of any meeting shall be given not less than ten
(10) nor more than sixty (60) days before the date of the meeting to each
stockholder entitled to vote at such meeting. If mailed, notice is given when
deposited in the United States mail, postage prepaid, directed to the
stockholder at his address as it appears on the records of the Corporation.
Such notice may be given by or at the direction of the person or persons
authorized to call the meeting.
<PAGE>
When a meeting is adjourned to another time or place, notice need not
be given of the adjourned meeting if the time and place thereof are announced at
the meeting at which the adjournment is taken. If the adjournment is for more
than thirty (30) days, or if after the adjournment a new record date is fixed
for the adjourned meeting, a notice of the adjourned meeting shall be give to
each stockholder of record entitled to vote at the meeting.
Section 2-5. Quorum. At all meetings of stockholders, the presence in
person or by proxy, of the holders of a majority of the outstanding shares
entitled to vote shall constitute a quorum. The stockholders present at a duly
organized meeting can continue to do business until adjournment, notwithstanding
the withdrawal of enough stockholders to leave less than a quorum. If a meeting
cannot be organized because of the absence of a quorum, those present may,
except as otherwise provided by law, adjourn the meeting to such time and place
as they may determine. In the case or any meeting for the election of Directors,
those stockholders who attend the second of such adjourned meetings, although
less than a quorum as fixed in this Section, shall nevertheless constitute a
quorum for the purpose of electing Directors, unless otherwise provided by law.
Section 2-6. Voting List; Proxies. The officer who has charge of the
stock ledger of the Corporation shall prepare and make, at least ten (10) days
before every meeting of stockholders, a complete list of the stockholders
entitled to vote at the meeting, arranged in alphabetical order, and showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten (10) days prior to the meeting, either at a place within
the city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.
Each stockholder entitled to vote at a meeting of stockholders or to
express consent or dissent to corporate action in writing without a meeting may
authorize another person or persons to act for him by proxy. All proxies shall
be executed in writing and shall be filed with the Secretary of the Corporation
not later than the day on which exercised. No proxy shall be voted or acted upon
after three (3) years from its date, unless the proxy provides for a longer
period.
Except as otherwise specifically provided by law, all matters coming
before the meeting shall be determined by a vote by shares. Except as otherwise
specifically provided by law, all other votes may be taken by voice unless a
stockholder demands that it be taken by ballot, in which latter event the vote
shall be taken by written ballot.
2
<PAGE>
Section 2.7. Informal Action by Stockholders. Unless otherwise
provided by the Certificate of Incorporation, any action required to be taken at
any annual or special meeting of stockholders, or any action which may be taken
at any annual or special meeting of such stockholders, may be taken without a
meeting, without prior notice and without a vote, if a consent in writing,
setting forth the action so taken, shall be signed by the holders of outstanding
stock having not less than the minimum number of votes that would be necessary
to authorize or take such action at a meeting at which all shares entitled to
vote thereon were present and voted and shall be delivered to the Corporation by
delivery to its registered office in the State of Delaware, its principal place
of business, or an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporations registered office shall be by hand or be certified or
registered mail, return receipt requested. Every written consent shall bear the
date of signature of each stockholder who signs the consent and no written
consent shall be effective to take the corporate action referred to therein
unless, within sixty (60) days of the earliest dated consent delivered in the
manner required by this Section to the Corporation, written consents signed by a
sufficient number of holders to take action are delivered to the Corporation by
delivery to its registered office in the State of Delaware, its principal place
of business, or an officer or agent of the Corporation having custody of the
book in which proceedings of meetings of stockholders are recorded. Delivery
made to the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested.
Prompt notice of the taking of corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE III - BOARD OF DIRECTORS
Section 3-1. Number. The business and affairs of the Corporation shall
be managed by a Board of Directors that shall consist of a minimum of 3 members
and a maximum of 17 members, as may be fixed from time to time by the vote of a
majority of the Board of Directors.
Section 3-2. Place of Meeting. Meetings of the Board of Directors may
be held at such place either within or without the State of Delaware, as a
majority of the Directors may from time to time designate or as may be
designated in the notice calling the meeting.
Section 3-3. Regular Meetings. A regular meeting of the Board of
Directors shall be held annually, immediately following the annual meeting of
stockholders, at the place where such meeting of the stockholders is held or at
such other place, date and hour as a majority of the Directors may from time to
time designate or as may be designated in the notice calling the meeting.
3
<PAGE>
Section 3-4. Special Meetings. Special meetings of the Board of
Directors shall be held whenever ordered by the President, by a majority of the
members of the executive committee, if any, or by a majority of the Directors
in office.
Section 3-5. Notices of Meetings of Board of Directors.
(a) Regular Meetings. No notice shall be required to
be given of any regular meeting, unless the same be held at other than the
time or place for holding such meetings as fixed in accordance with Section 3-3
of these by-laws, in which event two (2) days notice shall be given of the time
and place of such meeting.
(b) Special Meetings. At least two (2) day's notice
shall be given of the time, place and purpose for which any special meeting of
the Board of Directors is to be held.
Section 3-6. Quorum. A majority of the total number of Directors shall
constitute a quorum for the transaction of business, and the vote of a majority
of the Directors present at a meeting at which a quorum is present shall be the
act of the Board of Directors. If there be less than a quorum present, a
majority of those present may adjourn the meeting from time to time and place to
place and shall cause notice of each such adjourned meeting to be given to all
absent Directors.
Section 3-7. Informal Action by the Board of Directors. Any action
required or permitted to be taken at any meeting of the Board of Directors, or
of any committee thereof, may be taken without a meeting if all members of the
Board or committee, as the case may be, consent thereto in writing, and the
writing or writings are filed with the minutes of proceedings of the Board or
committee.
Section 3-8. Powers.
(a) General Powers. The Board of Directors shall have
all powers necessary or appropriate to the management of the business and
affairs of the Corporation, and, in addition to the power and authority
conferred by these by-laws, may exercise all powers of the Corporation and do
all such lawful acts and things as are not by statute, these by-laws or the
Certificate of Incorporation directed or required to be exercised or done by
the stockholders.
4
<PAGE>
(b) Specific Powers. Without limiting the general powers
conferred by the last preceding clause and the powers conferred by the
Certificate of Incorporation and by-laws of the Corporation, it is hereby
expressly declared that the Board of Directors shall have the following powers:
(i) To declare dividends from time to time in
accordance with law.
(ii) To confer upon any officer or officers of the
Corporation the power to choose, remove or suspend assistant officers, agents or
servants.
(iii) To appoint any person, firm or corporation to
accept and hold in trust for the Corporation any property belonging to the
Corporation or in which it is interested, and to authorize any such person, firm
or corporation to execute any documents and perform any duties that may be
requisite in relation to any such trust.
(iv) To appoint a person or persons to vote shares of
another corporation held and owned by the Corporation.
(v) To adopt, from time to time, such stock option,
stock purchase, bonus or other compensation plans for Directors, officers,
employees and agents of the Corporation and its subsidiaries as it may
determine.
(vi) To adopt, from time to time, such insurance,
retirement, and other benefit plans for Directors, officers, employees and
agents of the Corporation and its subsidiaries as it may determine.
(vii) By resolution adopted by a majority of the full
Board of Directors, to designate one (1) or more or its number to constitute an
Executive Committee which, to the extent provided in such resolution, shall have
and may exercise the power of the Board of Directors in the management of the
business and affairs of the Corporation and may authorize the seal of the
Corporation to be affixed.
(viii) By resolution passed by a majority of the
whole Board of Directors, to designate one (1) or more additional committees,
each to consist of one (1) or more Directors, to have such duties, owners and
authority as the Board of Directors shall determine. All committees of the Board
of Directors, including the executive committee, shall have the authority to
adopt their own rules of procedure. Absent the adoption of specific procedures,
the procedures applicable to the Board of Directors shall also apply to
committees thereof.
(ix) To fix the place, time and purpose of meetings
of stockholders.
5
<PAGE>
(x) To purchase or otherwise acquire for the
Corporation any property, rights or privileges which the Corporation is
authorized to acquire, at such prices, on such terms and conditions and for such
consideration as it shall from time to time see fit, and, at its discretion, to
pay any property or rights acquired by the Corporation, either wholly or partly
in money or in stocks, bonds, debentures or other securities of the Corporation.
(xi) To create, make and issue mortgages, bonds,
deeds of trust, trust agreements and negotiable or transferable instruments and
securities, secured by mortgage or otherwise, and to do every other act and
thing necessary to effectuate the same.
(xii) To appoint and remove or suspend such
subordinate officers, agents or servants, permanently or temporarily, as it may
from time to time think fit, and to determine their duties, and fix, and from
time to time change, their salaries or emoluments, and to require security in
such instances and in such amounts as it think fit.
(xiii) To determine who shall be authorized on the
Corporation's behalf to sign bills, notes, receipts, acceptances, endorsements,
checks, releases, contracts and documents.
Section 3-9. Compensation of Directors. Compensation of Directors and
reimbursement of their expenses incurred in connection with the business of the
Corporation, if any, shall be as determined from time to time by resolution of
the Board of Directors.
Section 3-10. Removal of Directors by Stockholders. The entire Board
of Directors or any individual Director may be removed from office with or
without cause by a majority vote of the holders of the outstanding shares then
entitled to vote at an election of directors. In case the Board of Directors of
any one (1) or more Directors be so removed, new Directors may be elected at the
same time for the unexpired portion of the full term of the Director or
Directors so removed.
Section 3.11. Resignations. Any Director may resign at any time by
submitting his written resignation to the Corporation. Such resignation shall
take effect at the time of its receipt by the Corporation unless another time be
fixed in the resignation, in which case it shall become effective at the time so
fixed. The acceptance of a resignation shall not be required to make it
effective.
Section 3.12. Vacancies. Vacancies and new created directorships
resulting from any increase in the authorized number of Directors elected by all
of the stockholders having the right to vote as a single class may be filled by
a majority of the Directors then in office, although less than a quorum, or by a
sole remaining Director, and each person so elected shall hold office for a term
expiring at the annual meeting of stockholders at which the term of the class to
which he or she has been elected expires, and until such directors successor
shall have been duly elected and qualified.
6
<PAGE>
Section 3-13. Participation by Conference Telephone. Directors may
participate in regular or special meetings of the Board by telephone or similar
communications equipment by means of which all other persons participating in
the meeting can hear each other, and such participation shall constitute
presence at the meeting.
ARTICLE IV - OFFICERS
Section 4-1. Election and Office. The Corporation shall have a
President, Secretary and a Treasurer, all of whom shall be elected by the Board
of Directors. The Board of Directors may elect such additional officers as it
may deem proper, including a Chairman and a Vice Chairman of the Board of
Directors, one (1) or more Vice Presidents, and one (1) or more assistant or
honorary officers. Any number of offices may be held by the same person.
Section 4-2. Term. The term of office of any officer shall be as
specified by the Board of Directors.
Section 4-3. Powers and Duties of the Chairman of the Board of
Directors. Unless otherwise determined by the Board of Directors, the Chairman
of the Board of Directors, if any, shall preside at all meetings of Directors.
He shall have such other powers and perform such further duties as may be
assigned to him by the Board of Directors.
Section 4-4. Powers and Duties of the President. Unless otherwise
determined by the Board of Directors, the President shall have the usual duties
of an executive officer with general supervision over and direction of the
affairs of the Corporation. In the exercise of these duties and subject to the
limitations of the laws of the State of Delaware, these by-laws, and the actions
of the Board of Directors, he may appoint, suspend and discharge employees and
agents, shall preside at all meetings of the stockholders at which he shall be
present, and, unless there is a Chairman of the Board of Directors and, unless
otherwise specified by the Board of Directors, shall be a member of all
committees. He shall also do and perform such other duties as from time to time
may be assigned to him by the Board of Directors.
Unless otherwise determined by the Board of Directors, the
President shall have full power and authority on behalf of the Corporation to
attend and to act and to vote at any meeting of the stockholders of any
corporation in which the Corporation may hold stock and, at any such meeting,
shall possess and may exercise any and all of the rights and powers incident to
the ownership of such stock and which, as the owner thereof, the Corporation
might have possessed and exercised.
7
<PAGE>
Section 4-5. Powers and Duties of the Secretary. Unless otherwise
determined by the Board of Directors, the Secretary shall record all proceedings
of the meetings of the Corporation, the Board of Directors and all committees,
in books to be kept for that purpose, and shall attend to the giving and serving
of all notices for the Corporation. He shall have charge of the corporate seal,
the certificate books, transfer books and stock ledgers, and such other books
and papers as the Board of Directors may direct. He shall perform all other
duties ordinarily incident to the office of Secretary and shall have such other
powers and perform such other duties as may be assigned to him by the Board of
Directors.
Section 4-6. Powers and Duties of the Treasurer. Unless otherwise
determined by the Board of Directors, the Treasurer shall have charge of all the
funds and securities or the Corporation which may come into his hands. When
necessary or proper, unless otherwise ordered by the Board of Directors, he
shall endorse for collection on behalf of the Corporation checks, notes and
other obligations, and shall deposit the same to the credit of the Corporation
In such banks or depositories as the Board of Directors may designate and shall
sign all receipts and vouchers for payments made to the Corporation. He shall
sign all checks made by the Corporation, except when the Board of Directors
shall otherwise direct. He shall enter regularly, in books of the Corporation to
be kept by him for that purpose, a full and accurate account of all moneys
received and paid by him on account of the Corporation. Whenever required by the
Board of Directors, he shall render a statement of the financial condition of
the Corporation. He shall at all reasonable times exhibit his books and accounts
to any Director of the Corporation, upon application at the office of the
Corporation during business hours. He shall have such other powers and shall
perform such other duties as may be assigned to him from time to time by the
Board of Directors. He shall give such bond, if any, for the faithful
performance of his duties as shall be required by the Board of Directors and any
such bond shall remain in the custody of the President.
Section 4-7. Powers and Duties of Vice Presidents and Assistant
Officers. Unless otherwise determined by the Board of Directors, each Vice
President and each assistant officer shall have the powers and perform the
duties of his respective superior officer. Vice Presidents and assistant
officers shall have such rank as shall be designated by the Board of Directors
and each, in the order of rank, shall act for such superior officer in his
absence, or upon his disability or when so directed by such superior officer or
by the Board of Directors. Vice Presidents may be designated as having
responsibility for a specific aspect of the Corporation's affairs, in which
event each such Vice President shall be superior to the other Vice Presidents in
relation to matters within his aspect. Except as otherwise set forth herein, the
President shall be the superior officer of the Vice Presidents. The Treasurer
and the Secretary shall be the superior officers of the Assistant Treasurers and
Assistant Secretaries, respectively.
Section 4-8. Delegation of Office. The Board of Directors may delegate
the powers or duties of any officer of the Corporation to any other officer or
to any Director from time to time.
8
<PAGE>
Section 4-9. Vacancies. The Board of Directors shall have the power to
fill any vacancies in any office occurring from whatever reason.
Section 4-10. Resignations. Any officer may resign at any time by
submitting his written resignation to the Corporation. Such resignation shall
take effect at the time of its receipt by the Corporation, unless another time
be fixed in the resignation, in which case it shall become effective at the time
so fixed. The acceptance of a resignation shall lot be required to make it
effective.
Section 4-11. Removal. Subject to the provisions Or any employment
agreement approved by the Board of Directors, any officer of the Corporation may
be removed at any time, with or without cause, by the Board of Directors.
ARTICLE V - CAPITAL STOCK
Section 5-1. Stock Certificates. Shares of the Corporation shall be
represented by certificates signed by or in the name of the Corporation by (a)
the Chairman or Vice Chairman of the Board of Directors, or the President or a
Vice President, and (b) the Treasurer or an Assistant Treasurer, or the
Secretary or an Assistant Secretary, representing the number of shares
registered in certificate form. If such certificate is countersigned (i) by a
transfer agent other than the Corporation or its employee, or (ii) by a
registrar other than the Corporation or its employee, the signatures of the
officers of the Corporation may be facsimiles. In case any officer who has
signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such officer at the
date of issue.
Section 5.2. Determination of Stockholders of Record.
(a) The Board of Directors may fix a record date to
determine the stockholders entitled to notice of or to vote at any meeting of
stockholders or any adjournment thereof, which record date shall not precede the
date upon which the resolution fixing the record date is adopted by the board
of Directors, and which record date shall not be more than sixty (60) nor less
than ten (10) days before the date of such meeting. If no record date is fixed
by the Board of Directors, the record date for determining stockholders entitled
to notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held. A determination of stockholders of record entitled to
notice of or to vote at a meeting of stockholders shall apply to any adjournment
of the meeting; provided, however, that the Board of Directors may fix a new
record date for the adjourned meeting.
9
<PAGE>
(b) The Board of Directors may fix a record date to
determine the stockholders entitled to consent to corporate action in writing
without a meeting, which record date shall not precede the date upon which the
resolution fixing the record date is adopted by the Board of Directors, and
which date shall not be more than ten (10) days after the date upon which the
resolution fixing the record date is adopted by the Board of Directors. If no
record date has been fixed by the Board of Directors, the record date for
determining stockholders entitled to consent to corporate action in writing
without a meeting, when no prior action by the Board of Directors is required,
shall be the first date on which a signed written consent setting forth the
action taken or proposed to be taken s delivered to the Corporation by delivery
to its registered office in the State of Delaware, its principal place of
business, or an officer or agent of the Corporation having custody of the book
in which proceedings of meetings of stockholders are. recorded. Delivery made to
the Corporation's registered office shall be by hand or by certified or
registered mail, return receipt requested. If no record date has been fixed by
the Board of Directors and prior action by the Board of Directors is required,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting shall be at the close of business on the day
on which the Board of Directors adopts the resolution taking such prior action.
(c) The Board of Directors may fix a record date to
determine the stockholders entitled to receive payment of any dividend or other
dividend or other distribution or allotment of any rights or the stockholders
entitled to exercise any rights with respect of any exchange, conversion or
exchange of stock, or for the purpose of any other lawful action, which record
date shall not precede the date upon which the resolution fixing the record date
is adopted, and which record date shall be not more than sixty (60) days prior
to such action. If no record date is fixed, the record date for determining
stockholders for any such purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating thereto.
Section 5.3. Transfer of Shares. Transfer of shares shall be made only
upon the transfer books of the Corporation kept at an office of the Corporation,
or by transfer agents designated to transfer shares of stock of the Corporation.
Except where a certificate is issued in accordance with Section 5-4 of these
by-laws, an outstanding certificate for the number of shares involved shall be
surrendered for cancellation duly endorsed and otherwise in proper form for
transfer before a new certificate is issued therefor. No transfer of shares
shall be made on the books of this Corporation if such transfer is in violation
of a lawful restriction noted conspicuously on the certificate.
Section 5-4. Lost, Stolen or Destroyed Share Certificates. The
Corporation may issue a new certificate of stock or uncertified shares in place
of any certificate therefor issued by it, alleged to heave been lost, stolen or
destroyed, and the Corporation may require the owner of the lost, stolen, or
destroyed certificate, or his legal representative to give the Corporation a
bond sufficient to indemnify it against claim that may be made against it on
account of the alleged loss, theft or destruction of any such certificate or the
issuance of such new certificate or uncertificated shares.
10
<PAGE>
ARTICLE VI - NOTICES
Section 6-1. Contents of Notice. Whenever any notice of a meeting is
required to be given pursuant to these by-laws or the Certificate of
Incorporation or otherwise, the notice shall specify the place, day and hour of
the meeting and, In the case of a special meeting or where otherwise required by
law, the general nature of the business to be transacted at such meeting.
Section 6-2. Method of Notice. All notices shall be given to each
person entitled thereto, either personally or by sending a copy thereof through
the mail or by telegraph, charges prepaid, to his address as it appears on the
records of the Corporation, or supplied by him to the Corporation for the
purpose of notice. Notices of special meetings of stockholders shall conform to
Section 2-4 and notices of special meetings or the Board of Directors shall
conform to Section 3-5. If notice is sent by mail or telegraph, it shall be
deemed to have been given to the person entitled thereto when deposited in the
United States mail or with the telegraph office for transmission. If no address
for a stockholder appears on the books of the Corporation and such stockholder
has not supplied the Corporation with an address for the purpose of notice,
notice deposited in the United States mail addressed to such stockholder care of
General Delivery in the city in which the principal offIce of the Corporation is
located shall be sufficient.
Section 6-3. Waiver of Notice. Whenever notice is required to be given
under any provision of law or of the Certificate of Incorporation or by-laws of
the Corporation, written waiver, signed by the person entitled to notice,
whether before or after the time stated therein, shall be deemed equivalent to
notice. Attendance of a person at a meeting shall constitute a waiver of notice
of such meeting, except when the person attends a meeting for the express
purpose of objecting, at the beginning of the meeting, to the transaction of any
business because the meeting is not lawfully called or convened. Neither the
business to be transacted at, nor the purpose of, any regular or special meeting
of the stockholders, Directors, or members of a committee of Directors need be
specified in any written waiver of notice unless so required by the Certificate
of Incorporation.
ARTICLE VII - INDEMNIFICATION OF DIRECTORS AND OFFICERS
AND OTHER PERSONS
Section 7-1. Right to Indemnification. Each person who was or is made
a party to or is involved in any action, suit or proceeding, whether civil,
criminal, administrative or investigative ("proceeding"), by reason of the fact
that he or she, or a person of whom he or she is the legal representative, is or
was a director or officer of this Corporation or is or was serving at the
request of the Corporation as a director, officer, employee or agent of another
11
<PAGE>
corporation or of a partnership, joint venture, trust or other enterprise,
including service with respect to employee benefit plans, whether the basis of
such proceeding is alleged action in an official capacity as a director,
officer, employee or agent or in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified and held harmless by the
Corporation to the fullest extent authorized by the General Corporation Law of
the State of Delaware, against all expenses, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid or to be paid in settlement) reasonably incurred or suffered by such person
in connection therewith and such indemnification shall continue as to a person
who has ceased to be a director, officer, employee or agent and shall inure to
the benefit of his or her heirs, executors, administrators and personal
representatives; provided, however, that, except as provided in Section 7-2, the
Corporation shall indemnify any such person seeking indemnity in connection with
a proceeding (or part thereof) initiated by such person only if the initiation
of such proceeding (or part thereof) was authorized by the Board of Directors of
the Corporation.
Such right to indemnification shall be a contract right and shall include
the right to have the Corporation pay, or repay such person for, expenses
incurred in defending any such proceeding in advance of its final disposition;
provided, however, that the payment of such expenses incurred by a director or
officer in his or her capacity as a director or officer (and not in any other
capacity in which service was or is rendered by such person while a director or
officer including, without limitation, service to an employee benefit plan) in
advance of the final disposition of such proceeding, shall be made only upon
delivery to the Corporation of an undertaking, by or on behalf of such director
or officer, to repay all amounts so advanced if it should be determined
ultimately that such director or officer is not entitled to be indemnified under
this Article VII or otherwise. The financial ability of any such person to make
such repayment shall not be a prerequisite to the making of such payment of or
for expenses. The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as the foregoing indemnification of directors and officers.
Section 7-2. Right of Claimant to Bring Suit. It shall be a defense to
any such action (other than an action brought to enforce a claim for expenses
incurred in defending any proceeding in advance of its final disposition where
the required undertaking has been tendered to the Corporation) that the claimant
has not met the standards of conduct which make it permissible under the General
Corporation Law of the State of Delaware for the Corporation to indemnify the
claimant for the amount claimed.
Section 7-3. Independent Legal Counsel. Independent legal counsel may
be appointed by the Board of Directors, even if a quorum of disinterested
Directors is not available, or by a person designated by the Board of Directors.
If independent legal counsel, so appointed, shall determine in a written opinion
that indemnification is proper under this Article VII, indemnification shall be
made without further action of the Board of Directors.
12
<PAGE>
Section 7-4. Non-Exclusivity of Rights. The rights conferred on any
person by Section 7-1 and 7-2 shall not be exclusive of any other right which
such person may have or hereafter acquire under any statute, provision of the
Certificate of Incorporation, by-law, agreement, or vote of stockholders or
disinterested directors or otherwise.
Section 7-5. Insurance. The Corporation may maintain insurance, at its
expense, to protect itself and any such director, officer, employee, agent or
other person, or all of them, of the Corporation or another corporation,
partnership, joint venture, trust or other enterprise against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify such person against such expense, liability or loss under the General
Corporation Law of the State of Delaware.
ARTICLE VIII - RELIANCE UPON BOOKS, REPORTS AND RECORDS
Each Director, each member of any committee designated by the Board of
Directors, and each officer of the Corporation, shall, in the performance of his
duties, be fully protected in relying in good faith upon the books of account or
other records of the Corporation, including reports made to the Corporation by
any of its officers, by an independent certified public accountant, or by an
appraiser selected with reasonable care.
ARTICLE IX - SEAL
The form of the Corporation, called the corporate seal [Form of Seal]
of the Corporation, shall be as impressed adjacent hereto.
ARTICLE X - FISCAL YEAR
The Board of Directors shall have the power by resolution to fix the fiscal
year of the Corporation. If the Board of Directors shall fail to do so, the
President shall fix the fiscal year.
ARTICLE XI - AMENDMENTS
The original or other by-laws may be adopted, amended or repealed by the
stockholders entitled to vote thereon at any regular or special meeting or, if
the Certificate of Incorporation so provides, by the Board of Directors. The
fact that such power has been so conferred upon the Board of Directors shall not
divest the stockholders of the power nor limit their power to adopt, amend or
repeal by-laws.
13
<PAGE>
ARTICLE XI - INTERPRETATION OF BY-LAWS
All words, terms and provisions of these by-laws shall be interpreted and
defined by and in accordance with the General Corporation Law of the State of
Delaware, as amended, and as amended from time to time hereafter.
14
<PAGE>
[GEOTEK COMMUNICATIONS, INC. LETTERHEAD]
November 8, 1995
Geotek Communications, Inc.
20 Craig Road
Montvale, New Jersey 07645
Gentlemen:
I am general counsel to Geotek Communications, Inc., a
Delaware corporation (the "Company"), and have served in such capacity in
connection with the preparation of the Company's registration statement on Form
S-3 (Registration No. 33- ) (the "Registration Statement") filed with
the Securities and Exchange Commission (the "SEC") under the Securities Act of
1933, as amended (the "Act"). The Registration Statement relates to (i) the
offer and sale of an aggregate of up to 6,831,000 shares of the Company's common
stock, par value $.01 per share (the "Common Stock") to holders of warrants to
purchase shares of the Common Stock (the "Warrant Shares") and (ii) the sale of
an aggregate of up to 621,000 shares of Common Stock by a certain shareholder of
the Company (the "Resale Shares").
I have examined and relied upon the original, or copies
certified to my satisfaction, of (i) the Amended and Restated Certificate of
Incorporation (including all Certificates of Designation filed in connection
therewith) and the By-Laws of the Company, as amended; (ii) the minutes and
records of the corporate proceedings with respect to the issuance of the shares
of Common Stock described above and (iii) such other documents as I have deemed
necessary as a basis for the opinion hereinafter set forth.
In rendering the opinion below, I have assumed, without any
independent investigation or verification of any kind, (i) the due execution, by
all relevant parties, and authorization of all agreements to which the Company
or any of its subsidiaries is a party; (ii) the genuineness of all signatures
on, and the authenticity and completeness of, all documents submitted to me as
originals and (iii) the conformity to original documents and completeness of all
documents submitted to me as certified, conformed or photostatic copies.
<PAGE>
Based on and subject to the foregoing and subject to the
qualifications, limitations and exceptions contained below, I am of the opinion
that the aggregate of up to 6,831,000 shares constituting the Warrant Shares and
encompassing the Resale Shares (a) have been duly authorized for issuance; and
(b) will be, when issued in accordance with the terms of the Warrants, validly
issued, fully-paid and non-assessable.
The opinion expressed herein is limited to the laws of the
State of New York, the General Corporation Law of the State of Delaware and
United States Federal law. No opinion is expressed on any matters other than
those expressly referred herein. The opinion set forth herein is as of the date
of this letter and I do not render any opinion as to the effect of any matter
which may occur subsequent to the date hereof.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to me under the caption
"Legal Matters" in the Prospectus forming a part of the Registration Statement.
In giving such consent, I do not thereby admit that I come within the category
of persons whose consent is required under Section 7 of the Act, or the Rules
and Regulations of the SEC promulgated thereunder.
Very truly yours,
Andrew Siegel
<PAGE>
[LETTERHEAD OF COOPERS & LYBRAND, L.L.P.]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Geotek Communications, Inc. (the "Company") on Form S-3 of our report dated
March 30, 1995 (August 28, 1995 as to Note 19), on our audits of the
consolidated financial statements and consolidated financial statement schedule
of the Company as of December 31, 1994 and 1993, and for the years ended
December 31, 1994, 1993 and 1992, which report is included in the Company's
Annual Report on Form 10-K/A#3. Our report contains an emphasis of a matter
paragraph related to significant transactions with related parties in 1992. We
also consent to the reference to our firm under the caption "Experts" in this
Registration Statement.
COOPERS & LYBRAND, L.L.P.
New York, New York
November 8, 1995
<PAGE>
[LETTERHEAD OF SHACHAK & CO.]
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of Geotek Communications, Inc. (the
"Company") on Form S-3 of our report, dated February 14, 1995, with respect to
the financial statements of PowerSpectrum Technology Ltd. ("PST") as of December
31, 1994 and 1993, and for the year ended December 31, 1994 and the fifteen
month period ended December 31, 1993, and of our report, dated January 17, 1993,
with respect to the financial statements of PST as of September 30, 1992, and
for the three month period then ended, which reports are included in the annual
report of the Company on Form 10-K, as amended, for the fiscal year ended
December 31, 1994.
Shachak & Co.
Certified Public Accountants (Isr.)
November 8, 1995
Tel Aviv, Israel
<PAGE>
[LETTERHEAD OF SHACHAK & CO.]
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of Geotek Communications, Inc. (the
"Company") on Form S-3 of our report, dated February 24, 1993, with respect to
the financial statements of Oram Power Supplies (1990) Ltd. as of December 31,
1992 and for the year then ended, included in the annual report of the Company
on Form 10-K, as amended, for the fiscal year ended December 31, 1994.
Shachak & Co.
Certified Public Accountants (Isr.)
November 8, 1995
Tel Aviv, Israel
<PAGE>
[LETTERHEAD OF SHACHAK & CO.]
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of Geotek Communications, Inc. (the
"Company") on Form S-3 of our report, dated February 24, 1993, with respect to
the financial statements of Oram Electric Industries Ltd. as of December 31,
1992 and for the year then ended, included in the annual report of the Company
on Form 10-K, as amended, for the fiscal year ended December 31, 1994.
Shachak & Co.
Certified Public Accountants (Isr.)
November 8, 1995
Tel Aviv, Israel
<PAGE>
[LETTERHEAD OF TOUCHE ROSS & CO.]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Geotek Communications, Inc. of (i) our report dated June 10, 1993
with respect to the financial statements of National Band Three Limited, (ii)
our report dated November 24, 1992 with respect to the financial statements of
GEC -Marconi Communications Networks Limited and (iii) our report dated January
27, 1993 with respect to the financial statements of Vodanet Limited, each
appearing in the Current Report on Form 8-K/A of Geotek Communications, Inc.,
dated June 18, 1993.
TOUCHE ROSS & CO.
London, England
November 8, 1995
<PAGE>
[LETTERHEAD OF KPMG]
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders
Band Three Radio Limited
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Geotek Communications, Inc. (the "Company") of our report dated 15
July 1991, relating to the Band Three Radio Limited statements of the net loss
and cash flows for the year ended 31 March 1991, which report was included in
the Current Report on Form 8-K/A of the Company, dated 18 June 1993.
Reading, England
8 November 1995
<PAGE>
[LETTERHEAD OF COOPERS & LYBRAND GmbH]
CONSENT OF INDEPENDENT AUDITORS RELATING TO
PREUSSAG BUNDELFUNK GMBH, SALZGITTER/GERMANY
As independent auditors, we hereby consent to the incorporation by reference in
this Registration Statement of Geotek Communications, Inc. (the "Company") on
Form S-3 of our report, dated August 30, 1994, relating to the balance sheet of
Preussag Bundelfunk GmbH as of September 30, 1993 and the related statement of
operations, shareholders' equity and cash flow for the year then ended, which
report was included in the Current Report on Form 8-K of the Company, dated July
5, 1994, as amended.
Hannover,
November 8, 1995
Coopers & Lybrand GmbH
Wirtschaftsprufungsgesellschaft
<PAGE>
[LETTERHEAD OF ALTENBURG & TEWES AG]
Consent of Independent Accountants
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Geotek Communications, Inc. (the "Company") of our report dated
September 6, 1994, on our audit of the financial statements of DBF Bundelfunk
GmbH & Co. Betriebs-KG as of December 31, 1993, and for the year ended December
31, 1993, which report appears in the Company's Current Report on Form 8-K dated
August 2, 1994, as amended.
Wuppertal, November 8, 1995
ALTENBURG & TEWES AG
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT
Former
DUSSELDORFER TREUHAND-GESELLSCHAFT
ALTENBURG & TEWES AG
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT
STEUERBERATUNGSGESELLSCHAFT
Berg Spielberg
Wirtschaftsprufer Wirtschaftsprufer
