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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) December 18, 1997
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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.)
102 Chestnut Ridge 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 December 19, 1997, Geotek Communications, Inc. ("Geotek" or the
"Registrant") announced that it had entered into an Agreement for the Sale
and Purchase of Shares (the "NB3 Agreement"), dated as of December 18, 1997,
by and among Geotek, Geotek GmbH Holding Corporation, a Delaware corporation
and a wholly-owned subsidiary of Geotek ("Geotek Holding"), Telesystem
International Wireless Inc., a Canadian corporation ("Telesystem") and TIWC
Holding (UK) Limited, an entity incorporated under the laws of England and
Wales ("TIWC"), pursuant to which Geotek Holding will sell all of the issued
and outstanding shares of capital stock of National Band Three Limited
("NB3") to TIWC in exchange for the payment of eighty million U.S. dollars
(US$80,000,000), which dollar amount is subject to increase or decrease based
on the amount of net loan repayments prior to closing by NB3 to Geotek
Holding (the "NB3 Sale"). Five percent of the US$80,000,000 sale price will
be held in escrow to satisfy Geotek Holding's indemnity obligations, if any,
under the NB3 Agreement. The funds in the escrow account will be released to
Geotek Holdings six months after the closing of the NB3 Sale.
Consummation of the NB3 Sale is subject to the satisfaction of certain
conditions, including, but not limited to (i) the receipt of regulatory
approvals (a) with respect to the deemed transfer of the radio spectrum to
TIWC pursuant to the NB3 Sale and (b) with respect to the quantity of radio
spectrum which TIWC will own upon consummation of the NB3 Sale and (ii) that
there be no material adverse change to NB3.
In addition, on December 19, 1997, Geotek announced that it had entered
into a Purchase Agreement (the "Terrafon Agreement"), dated as of December
18, 1997, by and among Geotek, Geotek Communications GmbH, a German
corporation and an indirect wholly-owned subsidiary of Geotek ("Geotek
GmbH"), o.tel.o communications GmbH & Co., a German corporation and RegioKom
Deutschland Gesellschaft fur Bundelfunkdienste mbH, a German corporation
affiliated with Telesystem ("RegioKom"), pursuant to which Geotek GmbH agreed
to sell its 50% limited partner interest in Terrafon Bundelfunk GmbH & Co. KG
("Terrafon KG") and all of its shares of capital stock of Terrafon Bundelfunk
Geschaftsfuhrungs Gesellschaft mbH ("Terrafon GmbH"), which shares represent
50% of all of the issued and outstanding shares of capital stock of Terrafon
GmbH, to RegioKom in exchange for the payment of DM 7,000,000 (approximately
US$5,000,000) of which payment DM 500,000 shall be held in escrow to satisfy
Geotek GmbH's indemnity obligations, if any, under the Terrafon Agreement (the
"Terrafon Sale"). The funds in the escrow account will be released to Geotek
GmbH within fifteen months after the closing of the Terrafon Sale.
Consummation of the Terrafon Sale is subject to the satisfaction of
certain conditions, including, but not limited to the receipt of certain
regulatory approvals.
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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: December 24, 1997 By: /s/ Robert Vecsler
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Name: Robert Vecsler
` Title: Secretary and General Counsel
