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 9, 1998
CODED COMMUNICATIONS CORPORATION
-------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 000-17574 33-0580412
- ----------------------------- ------------- ------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1939 Palomar Oaks Way, Carlsbad, California 92009
- -------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(760) 431-1945
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
-------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
- ------ ------------
On September 9, 1998, the Company issued a press release
reporting that the Company had entered into an agreement to acquire NetCore
Technologies, Inc. A copy of the press release is attached to this Form 8-K as
Exhibit 99.01.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
- ------ ------------------------------------------------------------------
(a) Financial statements of business acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
99.01 Coded Communications Corporation Press Release
dated September 9, 1998.
S I G N A T U R E
-----------------
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.
CODED COMMUNICATIONS CORPORATION
Date: September 18, 1998 By: /s/ Bryan Williams
----------------------------
Bryan Williams
Chief Operating Officer
-2-
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description Page No.
- ------ ------------- --------
99.01 Coded Communications Corporation Press Release dated 4
September 9, 1998.
-3-
[LOGO]
PRESS RELEASE
CODED COMMUNICATIONS TO ACQUIRE NETCORE TECHNOLOGIES
Carlsbad, California (September 9, 1998) - Coded Communications
Corporation (OTC: CODD), a pioneer in wireless mobile data systems, today
announced an agreement to acquire NetCore Technologies, Inc., an international
leader in remote network management and desktop support services. Under the
terms of the agreement, NetCore will exchange all of its assets, liabilities,
technologies and licenses for shares of Coded common stock.
Coded Communications develops, manufactures and markets wireless
digital receiving and processing equipment, and mobile network software and
systems for use in mobile data communications and aerospace telemetry markets.
NetCore Technologies, a privately held Boston-based corporation,
provides comprehensive local and wide-area network management, Intranet and
Internet, and desktop support services worldwide to multi-national corporations.
In 1997, NetCore acquired AMP, Inc.'s network management technology and assets,
the outgrowth of nearly five years of research and development investment by
AMP's Global Interconnect Systems Business (GISB) division.
The combined companies will be guided by Steve Stevenson, a founder and
chairman of NetCore and president of Azia Core Ltd., who will serve as Coded's
interim president and chief executive officer. "Today marks the beginning of a
new era for Coded Communications," said Stevenson. "The potential for expanding
and integrating Coded's extensive mobile networking experience and wireless
products with NetCore's value-added applications and network management services
is nearly limitless."
Stevenson will work closely with Bryan Williams, president of NetCore
Technologies, who will take on the responsibility of chief operating officer for
Coded Communications, and John Supan, who becomes interim executive vice
president, finance. Supan has over 25 years of consulting and financial
management experience and was a partner with Ernst & Young L.L.P.
The synergies between the two companies were echoed by Hugo Camou,
Coded's chairman, chief executive officer and majority shareholder, and chief
executive officer of ISA Investment Corporation. "I am delighted with the
acquisition of NetCore," Camou said. "NetCore brings to Coded a solid executive
team and proven experience in value-added network management services which
complement Coded's strength in building value-added wireless products and mobile
networks. This is a strategic move for Coded into the network services markets
and provides an exciting opportunity for Coded to capture new service-related
revenues."
Coded has long been considered a niche market leader in wireless mobile
data systems, used extensively by municipal fire, police and emergency medical
agencies requiring integrated voice and data communications. Coded's industry
leading products include mobile data and mobile computer
-4-
<PAGE>
terminals, modems, radio controllers and message gateways, and software
solutions such as Computer Aided Dispatch, AVL/GPS mapping stations, and
Automatic Field Reporting packages. In addition to being proven in the field,
Coded's expertise has been used by NASA to ensure precision digital data
communications for the Space Shuttle and Mars Pathfinder programs.
NetCore Technologies' network and telecommunication management services
are used worldwide by large and medium-sized multi-national enterprises with
dispersed Local Area (LAN) and Wide Area (WAN) networks. NetCore's services are
focused on reducing all resource costs associated with networking critical
business applications. NetCore's services allow its customers to outsource all
of their complex network management and desktop services worldwide. NetCore
Technologies is a subsidiary of Azia Core Ltd., an international investment and
consulting company.
# # #
Certain statements made in the Press Release are "forward-looking
statements." Without limiting the generality of the foregoing, such
information can be identified by the use of forward-looking terminology
such as "anticipate," "will," "would," "expect," "intend," or
"believes" or other variations thereon or comparable terminology.
Actual results, performance or developments may differ materially from
those expressed or implied by such forward-looking statements as a
result of market uncertainties or industry factors. Some important
factors that may cause actual results that differ materially from those
in any forward-looking statements may include the availability of
financing in the time frame required, market acceptance of Coded's
products and technology, the Company's response to competitive
pressures, and the Company's ability to attract and retain key
technical, sales and management personnel. Coded disclaims any
obligation or responsibility to update any such forward-looking
statements to reflect any changes in events, conditions or
circumstances or Coded's expectations with respect to the effect
thereof on Coded's future operating results or financial condition.
-5-
