As filed with the Securities and Exchange Commission on August 24, 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:
Wayne D. Bloch, Esq.
William W. Matthews, III, Esq.
Klehr, Harrison, Harvey, Branzburg & Ellers
1401 Walnut Street
Philadelphia, PA 19102
(215) 568-6060
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 Maximum Amount of
Title Of Shares Amount to Be Proposed Maximum Aggregate Offering Registration
To Be Registered Registered Price Per Unit Price Fee
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per 1,223,684 8.25(1) $10,095,393 $3,481.17
share shares
--------------------------------------------------------------------------------------------------------------------------------
Warrants to acquire
Common Stock 700,000 .125(2) 87,500 30.17
--------------------------------------------------------------------------------------------------------------------------------
Warrants to acquire
Common Stock 300,000 .375(2) 112,500 38.79
--------------------------------------------------------------------------------------------------------------------------------
TOTAL: $3,550.13
================================================================================================================================
</TABLE>
(1) Based on the closing sale price of the Registrant's Common Stock as
reported on The Nasdaq National Market System on August 18, 1995, estimated
solely for the purpose of calculating the registration fee in accordance
with Rule 457(c) under the Securities Act of 1933.
(2) Based on the difference between the exercise price of the Warrants and the
closing sale price of the Registrant's Common Stock as reported on The
Nasdaq National Market System on August 18, 1995, estimated solely for the
purpose of calculating the registration fee in accordance with Rule 457(c)
under the Securities Act of 1933. The shares of the Company's Common Stock
issuable upon exercise of the Warrants have been previously registered on a
Registration Statement on Form S-3 declared effective by the Commission on
June 27, 1995 (Reg. No. 33-85296) and a registration fee of $2,672.41 was
paid in connection therewith.
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.
Resale by Certain Selling Shareholders of 1,223,684 Shares of Common
Stock and Resale by Certain Selling Shareholders of Warrants to Acquire
1,000,000 Shares of Common Stock
This Prospectus concerns the offer and sale by certain Selling Shareholders
(as defined herein), from time to time, of 1,223,684 shares of the common stock,
par value $.01 per share (the "Common Stock"), of Geotek Communications, Inc., a
Delaware corporation ("Geotek" or the "Company"), issuable upon the conversion
of 1,162.5 shares of Series M Cumulative Convertible Preferred Stock, par value
$.01 per share (the "Series M Preferred Stock"). The Series M Preferred Stock
was issued by the Company to such Selling Shareholders on June 1, 1995. Each
share of Series M Preferred Stock is convertible into the number of shares of
Common Stock as is determined by dividing (i) the sum of the $10,000 stated
value per share of Series M Preferred Stock plus all unpaid dividends accrued
and deemed to have accrued, if any, with respect to such shares of Series M
Preferred Stock through the last dividend payment date by (ii) a conversion
price of $9.50 per share, subject to certain adjustments. See "Selling
Shareholders and Related Information." Assuming there are no accrued and unpaid
dividends on the Series M Preferred Stock at the time of conversion, the Series
M Preferred Stock is convertible into an aggregate of 1,223,684 shares of Common
Stock. The shares of Common Stock issuable upon conversion of the Series M
Preferred Stock are hereinafter referred to as the "Shares."
This Prospectus also concerns the offer and sale by certain Selling
Shareholders, from time to time, of warrants to purchase 1,000,000 shares of
Common Stock (the "Warrants") consisting of 700,000 five-year Warrants issued by
the Company to such Selling Shareholders in connection with the sale of senior
secured convertible notes, due March 1998, in the aggregate principal amount of
$36,000,000, issued by the Company to such Selling Shareholders in March 1995
(the "March 1995 Notes") and 300,000 five-year warrants issued by the Company to
such Selling Shareholders in connection with the sale of $25,000,000 of senior
secured notes in June 1994 (the "June 1994 Notes"). See "Selling Shareholders
and Related Information."
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 August 18, 1995, the closing sale price for the Company's
Common Stock, as quoted on the NNM, was $8.25 per share.
It is presently anticipated that sales of Shares by the Selling
Shareholders hereunder will be effected, from time to time, (i) in ordinary
transactions on the PSE; (ii) through dealers or in ordinary broker transactions
on the NNM or otherwise; (iii) "at the market" to or through market makers or
into an existing market for the Shares; (iv) in other ways not involving market
makers or established trading markets, including direct sales to purchasers or
sales effected through agents; (v) through transactions in options (whether
exchange-listed or otherwise); or (vi) in combinations of any such methods of
sale. The Shares held by the Selling Shareholders will be sold at market prices
prevailing at the time of sale or at negotiated prices. There is currently no
established trading market for the Warrants, and it is uncertain whether there
will ever be a trading market for the Warrants. It is not presently anticipated
that the Warrants will be listed for trading on the PSE, the NNM or otherwise.
As a result, it is presently anticipated that sales of Warrants by the Selling
Shareholders will be effected, from time-to-time, in ways not involving market
makers or established trading markets, including direct sales to purchasers or
sales effected through agents, at negotiated prices. If at any time the Warrants
are listed for trading on the PSE, the NNM or otherwise, sales of the Warrants
could be effected in the same manner in which sales of Shares are effected. The
Shares and Warrants held by the Selling Shareholders may also be sold hereunder
by brokers, dealers, banks or other persons or entities who receive such Shares
and Warrants as a pledgee of the Selling Shareholders. The Selling Shareholders
and brokers and dealers through whom sales of Shares or Warrants may be effected
may be deemed to be "underwriters," as defined under the Securities Act of 1933
(the "Securities Act"), and any profits realized by them in connection with the
sale of the Shares or Warrants may be considered to be underwriting
compensation.
------------------------------------
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>
================================================================================================================================
Price Underwriting Discounts Proceeds to Proceeds to the
to Public and Commissions the Company Selling Shareholders
--------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Per Share......... $(1) $(1) $0(2) $(1)(3)
--------------------------------------------------------------------------------------------------------------------------------
Total............... $(1) $(1) $0(2) $(1)(3)
================================================================================================================================
</TABLE>
(1) It is anticipated that the Shares registered hereunder will be sold by the
Selling Shareholders in market or private transactions at prevailing
prices, from time to time. It is anticipated that the Warrants registered
hereunder will be sold by the Selling Shareholders in transactions not
involving established trading markets at negotiated prices, from time to
time.
<PAGE>
(2) The Company will not receive any proceeds from the sale of Shares or
Warrants by the Selling Shareholders.
(3) The Company will pay all expenses of the offering of the Shares or Warrants
to which this Prospectus relates, other than any underwriting or
broker-dealer discounts or commissions agreed to be paid by the Selling
Shareholders.
____________________________________
The Date of this Prospectus is August 24, 1995
-2-
<PAGE>
ADDITIONAL 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 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 filed on or about May 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;
(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 indicates 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 to
whom a copy of this Prospectus has been delivered, upon the written or oral
request of such person, a copy of all documents incorporated by reference in
this Prospectus, other than exhibits to such documents unless such exhibits are
specifically
-3-
<PAGE>
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.
The Company will furnish its shareholders with annual reports containing
audited financial statements and reports by independent accountants. In
addition, the Company will distribute unaudited quarterly reports to its
shareholders for the first three quarters of each fiscal year.
RISK FACTORS
The Shares and Warrants described herein involve a substantial degree of
risk. Prospective purchasers should carefully consider, among other things, the
following factors:
Commercial Implementation of GEONET
The Company's current business plan contemplates the commercial
implementation of GEONET in 36 target markets in the United States between the
Summer of 1995 and 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 fourth quarter of 1995, 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.
-4-
<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 and Warrants offered hereby.
Although the Company has added experienced senior management and hired over
28 people for various 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 with
Motorola. 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 was approved
by the United States District Court for the District of Columbia and took effect
in July 1995. 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 Company
expects the Federal Communications Commission (the "FCC") to auction spectrum
during 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
-5-
<PAGE>
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. 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. 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 Secured 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 financing,
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 its full roll-out of GEONET(TM) in the United
States. 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(TM)'s infrastructure costs as well as operating losses
and working capital needs. The Company's need for additional financing will
increase if the Company experiences delays in the commercial implementation of
GEONET(TM), 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 mandatory redemption and
repayment obligations of the Company in connection with the Company's Series H
Preferred Stock, Series I Preferred Stock, Series K Preferred Stock and Series L
Preferred Stock. Under certain circumstances, the Company may be required on
October 31, 2000 to
-6-
<PAGE>
redeem the Series H Preferred Stock for an aggregate price of $40.0 million
(plus any accrued but unpaid dividends). In lieu of paying such redemption price
in cash, the Company may satisfy this obligation by paying all or any portion of
the redemption price in shares of Common Stock. In such event, the number of
shares of Common Stock to be issued will be determined by multiplying the
redemption price to be paid in Common Stock by 150% and dividing the resulting
price by the market price of the Common Stock. In addition, in the event of
certain circumstances constituting a change in control of the Company, the
Company is obligated to offer to redeem the Series I Preferred Stock, Series K
Preferred Stock and Series L Preferred Stock for their aggregate stated value,
in each case (assuming the issuance of 531,463 shares of Series L Preferred
Stock which Vanguard Cellular Systems, Inc. ("Vanguard") has agreed to purchase
on September 1, 1995) approximately $10.0 million (plus accrued but unpaid
dividends), payable in cash or shares of Common Stock at the Company's option.
Pursuant to the terms of a Defeasance Security Agreement, dated July 6,
1995, the Company pledged to SC Fundamental Value Fund, L.P. and SC Fundamental
Value BVI, Ltd., each of which is a Selling Shareholder hereunder, $40.5
million, at maturity, of United States Treasuries to secure the Company's
obligations under the March 1995 Notes. The March 1995 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 March
1995 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
Treasuries securing such Notes which would otherwise have been released to the
Company upon conversion.
Additional financing also may be required to fund, or as a result of the
consummation of, 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), exercise of currently outstanding options and warrants,
strategic partners, joint ventures 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
-7-
<PAGE>
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".
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
-8-
<PAGE>
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.
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 thereof. 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 PowerSpectrum, Ltd. ("PST"), a joint venture between the
Company and Rafael Armament Development Authority ("Rafael"). Although the
Company owns a 56% interest in PST on a fully-diluted basis and holds the
non-Israel worldwide rights to license, market, distribute and sell the systems
utilizing the technology developed by PST, the development of the technology and
systems is dependent in large part upon the efforts of Rafael 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".
-9-
<PAGE>
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 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 14.5 million shares, or 24.6% 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), were
beneficially owned by the directors and executive officers of the Company and
their affiliates. 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, 5,505,510 shares, or 9.7% of the Company's
Common Stock on a fully diluted basis, are beneficially owned by a group of
investors including George Soros (the "Soros Group"), whose affiliate, Purnendu
Chatterjee, is a director of the Company. In addition, as of the date hereof,
Vanguard owned 2.8 million shares or 5.4% of the Company's outstanding Common
Stock. However, assuming full exercise of the options held by Vanguard as of
such date, 8.1 million shares, or 14.3% 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 Soros Group 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 Soros Group's percentage interests, as
applicable, in the voting securities of the Company on a fully diluted basis.
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"), S-C Rig Investments-III,
L.P., the Soros Group's vehicle for investment in the Company ("S-C Rig"), and
Vanguard have agreed to vote their shares to elect a representative of each of
Evergreen, S-C Rig and Vanguard, respectively, to
-10-
<PAGE>
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, S-C Rig 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 S-C Rig; and Mr. Haynes G.
Griffin is the designated representative of Vanguard. In addition, the 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 the 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 the Series
I Preferred Stock and 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 the Series L Preferred Stock (assuming the
issuance of 531,463 shares of Series L Preferred Stock
-11-
<PAGE>
which Vanguard has agreed to purchase on September 1, 1995), in cash or
additional shares of Series L Preferred Stock, and cumulative annual dividends
of $988,125 per year on the 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).
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.
No Established Trading Market for Warrants
Investors in the Warrants should be aware that there is currently no
established trading market for the Warrants, and it is uncertain whether there
will ever be a trading market for the Warrants. It is not presently anticipated
that the Warrants will be listed on the PSE, the NNM or otherwise.
-12-
<PAGE>
SELLING SHAREHOLDERS
AND RELATED INFORMATION
On June 1, 1995, the Company completed a private transaction pursuant to
which it issued and sold to certain Selling Shareholders 1,162.5 shares of
Series M Preferred Stock. The aggregate gross proceeds to the Company from the
issuance and sale of the Series M Preferred Stock was $11,625,000.
The shares of Series M Preferred Stock issued and sold to such Selling
Stockholders are convertible into the number of shares of Common Stock as is
determined by dividing (i) the sum of the $10,000 stated value per share of
Series M Preferred Stock plus all unpaid dividends accrued and deemed to have
accrued, if any, with respect to such shares of Series M Preferred Stock through
the last dividend payment date by (ii) a conversion price of $9.50 per share,
subject to certain adjustments.
On March 30, 1995, pursuant to a Note and Warrant Purchase Agreement dated
as of March 20, 1995, the Company consummated a private transaction pursuant to
which it sold to certain of the Selling Shareholders (The SC Fundamental Value
Fund, L.P. and S.C. Fundamental Value BVI, Ltd.) the March 1995 Notes and
five-year Warrants to purchase 700,000 shares of Common Stock at an exercise
price of $8.125 per share (the "New Warrants"). The aggregate gross proceeds to
the Company from the issuance and sale of the March 1995 Notes and New Warrants
was $36,000,000, less $25,000,000, plus accrued and unpaid interest thereon,
used by the Company to retire the June 1994 Notes. In connection with the
issuance and sale of the June 1994 Notes, the Company issued to such Selling
Shareholders five-year warrants to purchase 300,000 shares of Common Stock at an
exercise price of $7.875 per share (the "Old Warrants"). The New Warrants and
Old Warrants have been collectively defined herein as the "Warrants".
The Selling Shareholders are listed below. Included below concerning
each Selling Shareholder is the total amount and percentage of the Company's
Common Stock or Warrants beneficially owned by such person, the amount subject
to sale hereunder and the resulting amount and percentage if all Shares or
Warrants offered hereby which are owned by such person or entity are sold.
Except as described herein, none of the Selling Shareholders has held any
position or office, or had any other material relationship with the Company
during the past three years.
<TABLE>
<CAPTION>
Common Stock Pre-Offering(1)(2) Post-Offering(3)
------------ ------------------ -----------------
Total Total
Number Number
of Shares of Shares
Beneficially Percentage Shares Beneficially Percentage
Selling Shareholders Owned of Class (4) Offered Owned of Class(4)
-------------------- ----- ------------ ------- ----- -----------
<S> <C> <C> <C> <C> <C>
BEA International Equity 631,579 1.21% 631,579 0 0%
Portfolio
The Emerging Markets 105,263 * 105,263 0 0%
Infrastructure Fund
The First Israel Fund 105,263 * 105,263 0 0%
The Emerging Markets 105,263 * 105,263 0 0%
Telecommunications Fund
CI Global Fund 105,263 * 105,263 0 0%
CI Emerging Markets Fund 105,263 * 105,263 0 0%
Alpha Atlas Holdings LLC 52,632 * 52,632 0 0%
International Equity Fund 13,158 * 13,158 0 0%
</TABLE>
------------------
* Less than 1%
(1) Beneficial ownership figures include all Common Stock represented by shares
of issued and outstanding Common Stock as well as shares of Common Stock
issuable upon exercise or conversion of outstanding
-13-
<PAGE>
warrants, options and convertible securities, including the Series M
Preferred Stock. Assumes that there are no accrued and unpaid dividends
on the Series M Preferred Stock at the time of conversion so that each
share of Series M Preferred Stock is convertible into approximately 1,053
Shares. Based on information available to the Company, to the Company's
knowledge, none of the Selling Shareholders beneficially owns any Common
Stock other than the Shares.
(2) Assumes the full conversion of the Series M Preferred Stock.
(3) Assumes the sale of all Shares offered by this Prospectus by each
Selling Shareholder to third parties unaffiliated with the Selling
Shareholders.
(4) These percentages are calculated in accordance with Section 13(d) of the
Securities Exchange Act of 1934, as amended, and the rules promulgated
thereunder.
<TABLE>
<CAPTION>
Warrants Pre-Offering(1) Post-Offering(1)(2)
-------- --------------- -------------------
Total Total
Number of Number
Warrants of Warrants
Beneficially Percentage Warrants Beneficially Percentage
Selling Shareholders Owned of Class Offered Owned of Class
-------------------- ----- -------- ------- ----- --------
<S> <C> <C> <C> <C> <C>
The SC Fundamental Value
Fund, L.P.(3) 660,700(4) 66.07% 660,700 0 0%
SC Fundamental Value BVI, Ltd.(3) 339,300(5) 33.93% 339,300 0 0%
</TABLE>
--------------------
(1) The Warrants are exercisable for 1,000,000 shares of Common Stock as
provided herein, which shares of Common Stock have been registered for
resale on a Registration Statement on Form S-3 previously filed by the
Company and declared effective by the Commission on June 27, 1995
(Reg. No. 33-85296). In addition to the 1,000,000 shares of Common
Stock issuable upon conversion of the Warrants, the Selling
Shareholders selling Warrants hereunder beneficially own 4,987,013
shares of Common Stock issuable upon conversion of the March 1995 Notes
(based upon full conversion of the March 1995 Notes at a conversion
price equal to 87.5% of the weighted average of the sale prices of the
Common Stock as reported on the NNM on August 18, 1995 ($8.25 per
share)), which shares were also included in the aforementioned
previously filed registration statement. The March 1995 Notes are
convertible into Common Stock in three increments of $12,000,000 each
during the three four-month periods beginning September 30, 1995,
January 30, 1996 and May 30, 1996.
(2) Assumes the sale of all Warrants offered by this Prospectus by each
Selling Shareholder to third parties unaffiliated with the Selling
Shareholders.
(3) Both the general partner of The SC Fundamental Value Fund, L.P., S.C.
Fundamental, Inc., and the investment manager of the SC Fundamental
Value BVI, Ltd., SC Fundamental BVI, Inc., are controlled by Messrs.
Gary H. Siegler and Peter M. Collery. Such individuals may be deemed to
beneficially own the Warrants owned by the Selling Shareholders.
Messrs. Siegler and Collery disclaim beneficial ownership of the
Warrants.
(4) Consists of 206,400 Old Warrants and 454,300 New Warrants.
(5) Consists of 93,600 Old Warrants and 245,700 New Warrants.
LEGAL MATTERS
The validity of the Shares of Common Stock and Warrants offered hereby will be
passed upon by Klehr, Harrison, Harvey, Branzburg & Ellers, Philadelphia,
Pennsylvania. Such firm and certain partners of such firm beneficially own, in
the aggregate, 135,363 shares of the Company's Common Stock.
-14-
<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 must not be relied upon
as having been authorized by the Company. Neither the delivery of this
Prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in the facts set forth in this
Prospectus or in the 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
<TABLE>
<CAPTION>
Page
----
<S> <C>
Additional Information........................... 2
Incorporation of Certain Information
by Reference................................... 2
Risk Factors..................................... 3
Selling Shareholders and Related
Information..................................... 12
Legal Matters.................................... 13
</TABLE>
GEOTEK COMMUNICATIONS, INC.
RESALE BY CERTAIN SELLING
SHAREHOLDERS OF 1,223,684
SHARES OF COMMON STOCK
AND RESALE BY CERTAIN
SELLING SHAREHOLDERS OF
WARRANTS TO ACQUIRE 1,000,000
SHARES OF COMMON STOCK
--------------------------
PROSPECTUS
August 24, 1995
--------------------------
<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:
<TABLE>
<S> <C>
Registration fee*............................................................. $ 3,550.13
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..................................................................... $47,050.13
---------
</TABLE>
-------------------
*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 connection with any such actions, 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.
2.1 Stock Purchase Agreement, dated as of November 1, 1993, by and
between the Company and S-C Rig Investments-III, L.P.(1)
2.2 Stock Purchase Agreement, dated as of December 29, 1993, by and
between the Company and Vanguard Cellular Systems, Inc. and its
affiliates ("Vanguard"), regarding the sale of up to an aggregate
of 12.5 million shares of the Company's Common Stock.(2)
2.3 Notarial Deed and Share Purchase Agreement, dated May 26, 1994,
by and between Preussag Mobilfunk GmbH and Geotek Communications
GmbH, a wholly-owned subsidiary of the Company.(3)
2.4 Notarial Deed and Share Purchase Agreement, dated July 6, 1994,
by and between Quante A.G., on the one hand, and Geotek
Communications GmbH and Geotek Beteiligungs GmbH, wholly-owned
subsidiaries of the Company, on the other hand.(4)
2.5 Stock Purchase Agreement, dated as of April 6, 1995, by and
between the Company and European Gateway Acquisition Corp.,
regarding the sale of the Company's interest in Bogen Corporation
and Speech Design GmbH, as amended.(5)
4.1 Restated Certificate of Incorporation of the Company, as
amended.(6)
4.2 Certificate of Amendment of the Restated Certificate of
Incorporation of the Company filed February 26, 1993.(7)
4.3 Certificate of Amendment of the Restated Certificate of
Incorporation of the Company filed February 16, 1994.(6)
4.4 Certificate of Designation of Series H Cumulative Convertible
Preferred Stock.(2)
4.5 Certificate of Designation of Series I Cumulative Convertible
Preferred Stock.(6)
4.6 Certificate of Designation of Series K Cumulative Convertible
Preferred Stock.(5)
4.7 Certificate of Designation of Series L Cumulative Convertible
Preferred Stock.(8)
4.8 Certificate of Designation of Series M Cumulative Convertible
Preferred Stock.(8)
4.9 1989 Employee Stock Option Plan, as amended, of the Company.(9)
4.10 1994 Employee Stock Option Plan of the Company.(10)
4.11 Note and Warrant Purchase Agreement, dated as of June 15, 1994,
by and among Geotek Communications, Inc., The SC Fundamental
Value Fund, L.P. and SC Fundamental Value BVI, Ltd.(11)
4.12 Pledge Agreement, dated as of June 15, 1994, by and among Geotek
Communications, Inc., Geotek Acquisition Corp., Geotek Subsidiary
Industries, Inc., Bogen Corporation, U.S.I. Venture Corp. and SC
Fundamental Inc., as agent for The SC Fundamental Value Fund,
L.P. and SC Fundamental Value BVI, Ltd.(11)
II-2
<PAGE>
4.13 Senior Secured Note, dated June 20, 1994, from the Company in
connection with the Note and Warrant Purchase Agreement
referenced in Exhibit 4.11 hereof.(11)
4.14 Senior Secured Note, dated June 20, 1994, from the Company in
connection with the Note and Warrant Purchase Agreement
referenced in Exhibit 4.11 hereof.(11)
4.15 Warrant Certificate issued in connection with the Note and
Warrant Purchase Agreement referenced in Exhibit 4.11 hereof
dated June 20, 1994.(11)
4.16 Warrant Certificate issued in connection with the Note and
Warrant Purchase Agreement referenced in Exhibit 4.11 hereof
dated June 20, 1994.(11)
4.17 Note and Warrant Purchase Agreement, dated as of March 20, 1995,
by and among the Company, The SC Fundamental Value Fund, L.P. and
SC Fundamental Value BVI, Ltd.(9)
4.18 Pledge Agreement, dated as of March 30, 1995, by and among the
Company, certain of its subsidiaries and SC Fundamental Inc., as
agent for and on behalf of The SC Fundamental Value Fund, L.P.
and SC Fundamental Value BVI, Ltd.(9)
4.19 Senior Secured Convertible Note, dated March 30, 1995, from the
Company in connection with the Note and Warrant Purchase
Agreement referenced in Exhibit 4.17 hereof.(9)
4.20 Senior Secured Convertible Note, dated March 30, 1995, from the
Company in connection with the Note and Warrant Purchase
Agreement referenced in Exhibit 4.17 hereof.(9)
4.21 Warrant Certificate issued in connection with Note and Warrant
Purchase Agreement referenced in Exhibit 4.17 hereof dated March
30, 1995.(9)
4.22 Warrant Certificate issued in connection with Note and Warrant
Purchase Agreement referenced in Exhibit 4.17 hereof dated March
30, 1995.(9)
4.23 Purchase Agreement, dated as of June 29, 1995, by and between the
Company and Smith Barney Inc.(12)
4.24 Indenture, dated as of June 30, 1995, by and between the Company
and IBJ Schroder Bank & Trust Company, as Trustee.(12)
4.25 Notes Registration Rights Agreement, dated as of July 6, 1995, by
and between the Company and Smith Barney Inc.(12)
4.26 Pledge Agreement, dated as of July 6, 1995, by and between the
Company and IBJ Schroder Bank & Trust Company.(12)
4.27 Share Transfer Agreement, dated as of July 6, 1995, by and
between the Company and IBJ Schroder Bank & Trust Company.(12)
4.28 Charge Over Shares, dated as of July 6, 1995, by and between the
Company and IBJ Schroder Bank & Trust Company.(12)
4.29 Warrant Agreement, dated as of June 30, 1995, by and between the
Company and IBJ Schroder Bank & Trust Company.(12)
4.30 Warrant Share Registration Rights Agreement, dated as of July 6,
1995, by and between the Company and Smith Barney Inc.(12)
4.31 Defeasance Security Agreement, dated as of July 6, 1995, by and
among the Company, The SC Fundamental Value Fund, L.P. and SC
Fundamental Value BVI, Ltd. (12)
II-3
<PAGE>
*5 Opinion of Klehr, Harrison, Harvey, Branzburg & Ellers.
10.1 Stockholders Voting Agreement, dated as of February 23, 1994,
among the Company, Vanguard Cellular Systems, Inc., S-C Rig
Investments III, L.P., Evergreen Canada-Israel Investment & Co.,
Ltd., Yaron Eitan and Winston Churchill.(6)
10.2 Asset Exchange Agreement, dated as of March 24, 1995, by and
between the Company, Metro Net Systems, Inc., NEXTEL
Communications, Inc. and certain NEXTEL subsidiaries.(9)
10.3 FHMA(TM)Commercial Subscriber Unit Agreement, dated as of June 8,
1994, by and between the Company and Mitsubishi Consumer
Electronics America, Inc.(13)
10.4 FHMA(TM)Portable Subscriber Unit Agreement, dated as of May 19,
1995, by and between the Company and Hughes Network Systems,
Inc.(13)
*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 Consent of Klehr, Harrison, Harvey, Branzburg & Ellers (included
in Exhibit 5)
24 Power of Attorney.(14)
----------------------------
* Filed herewith.
II-4
<PAGE>
(1) Incorporated by reference to the Exhibits to the Company's Current
Report on Form 8-K with respect to events whose earliest date was
November 1, 1993.
(2) Incorporated by reference to the Exhibits to Amendment No. 1 to
the Company's Registration Statement on Form S-3 (Registration
No. 33-72820) filed with the Commission on January 25, 1994.
(3) Incorporated by reference to the Exhibits to the Company's Current
Report on Form 8-K dated July 5, 1994.
(4) Incorporated by reference to the Exhibits to the Company's Current
Report on Form 8-K dated August 2, 1994.
(5) Incorporated by reference to the Exhibits to Amendment No. 1 to the
Company's Registration Statement on Form S-3 (Registration
No. 33-85296) filed with the Commission on May 26, 1995.
(6) Incorporated by reference to the Exhibits to the Company's Annual
Report on Form 10-K for the year ended December 31, 1993.
(7) 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.
(8) Incorporated by reference to the Exhibits to the Company's Current
Report on Form 8-K dated May 26, 1995.
(9) Incorporated by reference to the Exhibits to the Company's
Registration Statement on Form S-3 (Registration No. 33-72820) filed
with the Commission on December 10, 1993.
(10) Incorporated by reference to the Exhibits to the Company's Annual
Report on Form 10-K for the year ended December 31, 1994.
(11) Incorporated by reference to the Exhibits to the Company's Current
Report on Form 8-K dated June 1, 1994.
(12) Incorporated by reference to the Exhibits to the Company's Current
Report on Form 8-K dated July 6, 1995.
(13) Incorporated by reference to the Exhibits to the Company's Current
Report on Form 8-K dated June 8, 1994 (as amended on Form 8-K/A filed
on or about June 27, 1995).
(14) Set forth on signature page.
II-5
<PAGE>
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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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-6
<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 23rd of August, 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 by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Winston J. Churchill Chairman of the Board; Director August 23, 1995
------------------------
Winston J. Churchill
/s/ Yaron I. Eitan President and Chief Executive Officer August 23, 1995
------------------------ (Principal Executive Officer); Director
Yaron I. Eitan
/s/ Walter E. Auch Director August 23, 1995
------------------
Walter E. Auch
/s/ George Calhoun Director August 23, 1995
---------------------
George Calhoun
/s/ Purnendu Chatterjee Director August 23, 1995
---------------------
Purnendu Chatterjee
/s/ Haynes G. Griffin Director August 23, 1995
---------------------
Haynes G. Griffin
<PAGE>
/s/ Richard Krants Director August 23, 1995
------------------------
Richard Krants
/s/ Richard T. Liebhaber Director August 23, 1995
------------------------
Richard T. Liebhaber
/s/ Haim Rosen Director August 23, 1995
------------------------
Haim Rosen
/s/ Kevin W. Sharer Director August 23, 1995
------------------------
Kevin W. Sharer
/s/ William Spier Director August 23, 1995
------------------------
William Spier
/s/ Michael McCoy Chief Financial Officer (Principal August 23, 1995
------------------------ Financial Officer)
Michael McCoy
/s/ Michael Carus Chief Accounting Officer (Principal August 23, 1995
------------------------ Accounting Officer)
Michael Carus
</TABLE>
<PAGE>
5
[LETTERHEAD OF KLEHR, HARRISON, HARVEY, BRANZBURG & ELLERS]
August 23, 1995
Geotek Communications, Inc.
20 Craig Road
Montvale, NJ 07645
Gentlemen:
We have acted as counsel to Geotek Communications, Inc., a
Delaware corporation (the "Company"), in connection with the preparation of the
Company's Registration Statement on Form S-3 filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the "Act")
(the "Registration Statement").
The Registration Statement relates to the offer and sale by
certain of the Company's shareholders (the "Selling Shareholders"), from time to
time, of 1,223,684 shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), upon the conversion of 1,162.5 shares of Series M
Cumulative Convertible Preferred Stock, par value $.01 per share (the "Series M
Preferred Stock"). All shares of Common Stock issuable upon conversion of the
Series M Preferred Stock are hereinafter referred to as the "Shares." The
Registration Statement also relates to the offer and sale by certain Selling
Shareholders, from time to time, of warrants to purchase 1,000,000 shares of
Common Stock, consisting of 700,000 warrants issued by the Company to such
Selling Shareholders in connection with the sale of senior secured convertible
notes, due March 1998, in the aggregate principal amount of $36,000,000 issued
by the Company to such Selling Shareholders in March 1995 and 300,000 Warrants
issued by the Company to such Selling Shareholders in connection with the sale
of $25,000,000 aggregate principal amount of Senior Secured Notes in June 1994
(the "Warrants").
<PAGE>
Geotek Communications, Inc.
August 23, 1995
Page 2
In connection herewith, we have examined and relied upon the
original or copies of (i) the Certificate of Incorporation, as amended and
restated through the date hereof, and the By-laws of the Company; (ii) minutes
and records of the corporate proceedings with respect to the issuance of the
shares of Common Stock and Warrants described above; and (iii) such other
documents, including the Warrants, as we have deemed necessary as a basis for
the opinion hereinafter set forth.
In our examination of the foregoing documents, we have assumed
(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; and (iii) the authenticity of all documents
submitted to us as originals as well as the conformity to the originals of all
documents submitted to us as photostatic copies.
As to various questions of fact material to this opinion, we
have relied, to the extent we deemed reasonably appropriate, upon
representations or certificates of officers or directors of the Company, without
independent verification of their accuracy.
Based upon the foregoing and subject to the qualifications
hereinafter set forth, we are of the opinion that:
Upon the conversion of the Series M Preferred Stock in
accordance with the terms thereof, the Shares issuable upon such conversion will
be legally issued, fully paid and non-assessable.
The Warrants have been duly authorized, executed and delivered
by the Company, and when exercised in accordance with the terms thereof, the
shares of Common Stock issuable upon such exercise will be legally issued, fully
paid and non-assessable.
We are members of the Bar of the Commonwealth of Pennsylvania
and do not express any opinion as to matters governed by laws other than the
laws of the Commonwealth of Pennsylvania and the federal laws of the United
States of America.
We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement and to the reference to our firm under the caption
"Legal Matters" contained therein. In giving such consent, we do not thereby
admit that we come within the category of persons
<PAGE>
Geotek Communications, Inc.
August 23, 1995
Page 3
whose consent is required under Section 7 of the Act, or the Rules and
Regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
KLEHR, HARRISON, HARVEY, BRANZBURG &
ELLERS
<PAGE>
23.1
[LETTERHEAD OF COOPERS & LYBRAND]
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
Geotek Communications, Inc. (formerly Geotek Industries, Inc.) on Form S-3 of
our report dated March 30, 1995, on our audits of the consolidated financial
statements of Geotek Communications, Inc. 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. Our report contains an emphasis
of a matter paragraph related to significant transactions with related parties
in 1992.
COOPERS & LYBRAND
New York, New York
August 23, 1995
<PAGE>
23.2
[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. for the fifteen month
period ended December 31, 1993 and the year ended December 31, 1994, included in
the annual report of the Company on Form 10-K for the fiscal year ended December
31, 1994.
Shachak & Co.
Certified Public Accountants (Isr.)
August 21, 1995
Tel Aviv, Israel
<PAGE>
23.2
[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 August 30, 1994 with respect to the
financial statements of Oram Power Supplies (1990) Ltd. for the years ended
December 31, 1992 and 1993, included in the annual report of the Company on Form
10-K for the fiscal year ended December 31, 1994.
Shachak & Co.
Certified Public Accountants (Isr.)
August 21, 1995
Tel Aviv, Israel
<PAGE>
23.2
[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 June 22, 1994, with respect to the
financial statements of Oram Electric Industries Ltd. and for the years ended
December 31, 1992 and 1993, included in the annual report of the Company on Form
10-K for the fiscal year ended December 31, 1994.
Shachak & Co.
Certified Public Accountants (Isr.)
August 21, 1995
Tel Aviv, Israel
<PAGE>
23.3
[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. (formerly Geotek Industries, 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
August 23, 1995
23.4
[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. 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 Geotek Communications, Inc., dated June 18, 1993.
KPMG
Reading, England
22 August 1995
<PAGE>
23.5
[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,
August 21, 1995
Coopers & Lybrand GmbH
Wirtschaftsprufungsgesellschaft
<PAGE>
23.6
[LETTERHEAD OF DUSSELDORFER TREUHAND-GESELLSCHAFT
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. (formerly Geotek Industries, Inc.) 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.
Dusseldorf, August 22, 1995
DUSSELDORFER TREUHAND-GESELLSCHAFT
ALTENBURG & TEWES AG
WIRTSCHAFTSPRUFUNGSGESELLSCHAFT
STEUERBERATUNGSGESELLSCHAFT
Berg Spielberg
Wirtschaftsprufer Wirtschaftsprufer
