SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) FEBRUARY 25, 1998
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CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-19363 13-3221852
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
110 East 59th Street, New York, New York 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (212)906-8480
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
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On February 25, 1998, Cellular Communications International, Inc. (the
"Company"), announced that it intended to complete a concurrent offering of EURO
138,000,000 (gross proceeds) (or approximately $150 million of gross proceeds)
Senior Discount Notes due 2005 (the "Senior Notes") and $75,000,000 Convertible
Subordinated Notes due 2005 (the "Convertible Notes").
A copy of the press release issued by the Company announcing the above is
attached hereto as an exhibit and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
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Exhibits
99 Press Release issued February 25, 1998.
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SIGNATURES
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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 thereunto duly authorized.
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
(Registrant)
By: /s/ Richard J. Lubasch
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Name: Richard J. Lubasch
Title: Senior Vice President, Treasurer,
Secretary and General Counsel
Dated: February 25, 1998
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EXHIBIT INDEX
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Exhibit Page
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99 Press Release issued on February 25, 1998.
EXHIBIT 99
[LETTERHEAD OF CELLULAR COMMUNICATIONS INTERNATIONAL, INC.]
FOR IMMEDIATE RELEASE
PRESS RELEASE
CELLULAR COMMUNICATIONS INTERNATIONAL, INC. ANNOUNCES CONCURRENT OFFERING
New York, New York (February 25, 1998) - Cellular Communications
International, Inc. (Nasdaq: CCIL) announced that it intends to complete a
concurrent offering of EURO 138,000,000 (gross proceeds) (or approximately $150
million of gross proceeds) Senior Discount Notes due 2005 (the "Senior Notes")
and $75,000,000 Convertible Subordinated Notes due 2005 (the "Convertible
Notes"). The Senior Notes will accrue interest for the first five years and then
carry a cash-pay coupon and the Convertible Notes will carry a cash-pay current
coupon from their issuance.
The use of proceeds of these offerings will be to refinance existing
indebtedness of the Company.
The Senior Notes and the Convertible Notes will not have been registered
under the Securities Act of 1933, as amended (the "Securities Act"), or any
state securities laws, and unless so registered, may not be offered or sold
except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws.
Accordingly, the Senior Notes and the Convertible Notes will be offered and
sold within the United States under Rule 144A only to "qualified institutional
buyers" and outside the United States in accordance with Regulation S under the
Securities Act.
* * * *
For further information contact: Stanton N. Williams, Vice President-Chief
Financial Officer or Richard J. Lubasch, Senior Vice President-General Counsel,
at 212-906-8480.
