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) July 7, 1997
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 principal executive offices) (Zip Code)
Registrant's telephone number, including area code 201-930-9305
N/A
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(Former name or former address, if changed since last report.)
Exhibit Index appears at Page 5
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Item 5. Other Events
On July 7, 1997, Geotek Communications, Inc. (the "Company") issued a
press release announcing a series of senior management changes, including the
naming of Robert Kerstein as Chief Financial Officer, Zvi Peled as President and
Chief Executive Officer of Geotek Technologies, Inc., a wholly-owned subsidiary,
and William A. Opet as President and Chief Executive Officer of the Company's
newly formed mobile data business unit. In addition, the Company announced
Jonathan C. Crane's (the Company's President and Chief Operating Officer)
departure from his positions as an officer and director of the Company,
effective June 27, 1997 (the "Effective Date"), in accordance with his desire to
spend more time with his family. Yaron Eitan, Chairman and Chief Executive
Officer, will assume Mr. Crane's responsibilities. A copy of the press release
is attached hereto as Exhibit 99 and is incorporated herein by reference.
Mr. Crane's departure will be effectuated pursuant to the terms of a
Separation and Release Agreement dated June 25, 1997 (the "Separation
Agreement"). Pursuant to the terms of the Separation Agreement, Mr. Crane will
provide consulting services to the Corporation for a period of up to 12 months
(the "Consulting Period"). During the Consulting Period, Mr. Crane will receive
an annual consulting fee of $275,000 and continue to receive medical, dental and
life insurance benefits as well as an automobile allowance. In addition, Mr.
Crane will be entitled to receive bonuses of up to $50,000 in certain
circumstances. Mr. Crane also received an aggregate of $10,000 in exchange for
certain releases and agreements contained in the Separation Agreement.
Pursuant to the Separation Agreement, any and all options to purchase
shares of the Corporation's Common Stock previously granted to Mr. Crane which
had not vested as of the Effective Date were forfeited. Options to purchase an
aggregate of 110,000 shares of the Corporation's Common Stock previously granted
to Mr. Crane which had vested as of the Effective Date were amended to extend
the option termination dates thereof to June 27, 2000.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
(99) Press Release dated July 7, 1997.
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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: July 7, 1997 By: /s/ Michael H. Carus
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Name: Michael H. Carus
Title: Vice President and
Chief Accounting Officer
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EXHIBIT INDEX
Exhibit No.
(c)(99) Press Release dated July 7, 1997
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EXHIBIT 99(c)
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GEOTEK COMMUNICATIONS ANNOUNCES REALIGNMENT
OF SENIOR MANAGEMENT TEAM
MONTVALE, NEW JERSEY, JULY 7, 1997 -- Geotek Communications, Inc. (NASDAQ:GOTK)
today announced a series of senior management changes, including the naming of
Robert Kerstein as Chief Financial Officer, Zvi Peled as President and Chief
Executive Officer of Geotek Technologies, Inc., a wholly-owned subsidiary, and
William A. Opet as President and Chief Executive Officer of the Company's newly
formed mobile data business unit.
The company also announced the departure of President and Chief Operating
Officer, Jonathan C. Crane. Mr. Crane, who joined Geotek in September, 1995,
plans to spend more time with his family, but will remain a consultant to the
company. He will step down as a Director of the company. Yaron Eitan, Chairman
and Chief Executive Officer, will assume Mr. Crane's responsibilities. The
company does not expect to name a new President and COO in the foreseeable
future.
Geotek announced that Robert A. Kerstein has been named Chief Financial Officer.
Mr. Kerstein most recently was Chief Financial Officer of Pocket Communications,
a provider of personal communications services, and from 1986 to 1996 served in
a series of senior management positions at American Mobile Satellite
Corporation, as well as McCaw-affiliated companies including McCaw Cellular
Communications, Inc., Orca Bay Sports and Entertainment and Los Angeles
Telephone Company. Mr. Kerstein is a CPA and a cum laude graduate of California
State University. Michael Carus, who has held the position of Chief Financial
Officer on a temporary basis, will resume his role as Vice President, Corporate
Controller and Chief Accounting Officer.
William A. Opet, currently Senior Vice President-Business Development, has been
named President of the company's newly formed mobile data business unit, and
will focus on the development and marketing of FHMA(R)- based mobile data
products and solutions. He will have responsibility for Geotek's mobile data
activities worldwide, and will oversee the company's data subsidiaries, MIS,
Ltd. and GMSI Inc.
The company also said that Zvi Peled, the former President and CEO of Bogen
Communications International, Inc., had been named President of Geotek
Technologies, Inc., a wholly-owned subsidiary that develops and manufactures
FHMA(R) technology based network systems, mobile terminals, infrastructure
equipment and software for the commercial mobile radio market. Prior to Bogen
Communications, Mr. Peled was Divisional General Manager in charge of
telecommunications and data communications of Elbit, a $1 billion diversified
electronics company. Mr. Peled joined Elbit in 1975 as an electronic systems
engineer and rose to Divisional General Manager through successive positions of
responsibility. At Elbit, Mr. Peled was Vice President for Research and
Development and Corporate Vice President for Operations, with responsibility for
all corporate research and development and manufacturing.
Geotek Communications, Inc., based in Montvale, NJ, is an international wireless
communications company focusing on mobile business solutions that allow
businesses to stay in contact with workers in the field, track vehicles,
coordinate pick-ups and deliveries, monitor assets and exchange information.
Geotek currently offers these solutions to customers in Boston, Philadelphia,
New York, Miami, Orlando, Tampa, Dallas, Washington, D.C. and Baltimore. The
company has been pursuing a region-by-region build-out strategy in the U.S., and
has radio
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spectrum licenses for more than 40 major metropolitan markets, including
Houston, San Antonio, Phoenix and San Francisco. Geotek's FHMA(R) technology is
also being implemented in Korea as the basis of nationwide and regional digital
trunked radio networks.
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FHMA(R) is a registered trademark of Geotek Communications, Inc.
For more information on Geotek Communications, Inc. visit http://www.geotek.com
Contact: Randy Miller, Vice President, Corporate Communications (201) 930-9305
