SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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) April 13, 1998
GEOTEK COMMUNICATIONS, INC.
(Exact name of registrant as specified in charter)
Delaware 0-17581 22-2358635
(State of other jurisdiction (Commission File Number (IRS Employer
of incorporation) Identification No.)
102 Chestnut Ridge Road, Montvale, New Jersey 07645
(Address of principal 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)
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Item 5. Other Events
Holders of all shares of Series R Preferred Stock and Series S Preferred
Stock have notified the Company that they have made an Election to have the
conversion price of such preferred stock amended so that each share of Series R
Preferred Stock and Series S Preferred Stock, as the case may be, shall be
convertible into a number of shares of Common Stock equal to (i) the sum of
$50,000 stated value per share plus all unpaid dividends accrued or deemed to be
accrued, if any, with respect to such shares, divided by (ii) the lowest daily
volume-weighted average price of the Common Stock during the four business days
immediately preceding conversion multiplied by .90. The Company disputes the
validity of this notice and has notified the Holders of its intention not to
honor this Election.
Should, however, the Election be found to be valid, such Holders would be
entitled, based upon the price of Common Stock as of the date of this filing, to
be issued upon conversion of such preferred stock, to significantly more shares
of Common Stock than are registered under the Company's Registration Statement
on Form S-3 that was declared effective on April 21, 1998. The Company is
limited by the number of shares authorized under the Company's Certificate of
Incorporation, as well as by certain contractual obligations to third parties,
in its ability to register additional shares to such Holders. The Company is
working on a plan to address this issue should the Election be found to be
valid.
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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: April 30, 1998 By: /s/ Robert Vecsler
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Name: Robert Vecsler
Title Secretary and General Counsel
