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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) August 29, 1996
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GEOTEK COMMUNICATIONS, INC.
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(Exact name of registrant as specified in charter)
Delaware 0-17581 22-2358635
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(State or other juris- (Commission File Number) (IRS Employer Identi-
diction of incorporation) fication No.)
20 Craig Road, Montvale, New Jersey 07645
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code 201-930-9305
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N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
On August 29, 1996, Geotek Communications, Inc. (the "Company")
extended the date within which Vanguard Cellular Systems, Inc. ("Vanguard") and
Toronto Dominion Investments, Inc. ("TDI") may exercise their respective Series
A Options from September 1, 1996 until September 16, 1996. Both the Series A
Vanguard Option and Series A TDI Option entitle the holder thereof to purchase
1,000,000 shares of the Company's common stock, $.01 par value per share
("Common Stock"), at an exercise price of $15.00 per share, subject to
adjustment.
The Series A Vanguard Option is one of three options granted to
Vanguard on February 23, 1994 (collectively, the "Vanguard Options") which
entitle Vanguard to purchase an aggregate of 5,285,500 shares of Common Stock.
The Series A TDI Option is one of three options granted to TDI on May 25, 1995
(collectively, the "TDI Options") which entitle TDI to purchase an aggregate of
1,714,500 shares of Common Stock. The terms of the Vanguard Options and TDI
Options are set forth in the Company's Current Report on Form 8-K dated May 25,
1995.
In the event the Series A Vanguard Option is not exercised in full
prior to September 16, 1996, then all of the Vanguard Options shall immediately
terminate. In addition, if Vanguard fails to exercise any of the Vanguard
Options in full prior to their applicable expiration dates, then that certain
Management Consulting Agreement (the "Management Agreement") between the Company
and Vanguard will immediately terminate as will 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.
In the event the Series A TDI Option is not exercised in full prior to
September 16, 1996, then all the TDI Options shall immediately terminate.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GEOTEK COMMUNICATIONS, INC.
Date: September 4, 1996 By: /s/ Robert Vecsler
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Name: Robert Vecsler
Title: Secretary and General Counsel
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