<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 1, 1996
-------------------
GEOTEK COMMUNICATIONS, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in charter)
Delaware 0-17581 22-2358635
- ---------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
20 Craig Road, Montvale, New Jersey 07645
- ---------------------------------------- ----------
(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code 201-930-9305
----------------
N/A
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 5. Other Events
On September 1, 1996, the three options granted to Vanguard Cellular
Systems, Inc. ("Vanguard") by Geotek Communications, Inc. (the "Company") on
February 23, 1994 which entitled Vanguard to purchase an aggregate of 5,285,500
shares of the Company's common stock, $.01 par value per share ("Common Stock"),
expired. In addition, on such date, that certain Management Consulting Agreement
between the Company and Vanguard was terminated, as was the Company's obligation
to issue an additional 300,000 shares of Common Stock to Vanguard pursuant
thereto on each of February 23, 1997, 1998 and 1999; provided, however, that
the Company will issue approximately 156,165 shares of Common Stock to Vanguard
in consideration for past services rendered under the Management Consulting
Agreement.
On September 1, 1996, the three options granted to Toronto Dominion
Investments, Inc. ("TDI") by the Company on May 25, 1995 which entitled TDI to
purchase an aggregate of 1,714,500 shares of Common Stock expired.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
None.
-2-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GEOTEK COMMUNICATIONS, INC.
Date: September 17, 1996 By: /s/ Robert Vecsler
------------------ -------------------
Name: Robert Vecsler
Title: Secretary and General Counsel
-3-