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) JUNE 4, 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.
On June 4, 1998, the Company amended its Restated Certificate of
Incorporation to increase its authorized common stock to 75,000,000 shares, par
value $0.01 per share, from 25,000,000 shares, par value $0.01 per share.
A copy of the Certificate of Amendment filed by the Company with the
Secretary of State of Delaware is attached hereto as an exhibit and incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
Exhibits
3(i) Certificate of Amendment to the Company's Restated
Certificate of Incorporation, filed June 4, 1998, with the
Secretary of State of the State of Delaware.
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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-General Counsel,
Treasurer and Secretary
Dated: June 5, 1998
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EXHIBIT INDEX
Exhibit Page
3(i) Certificate of Amendment to the Company's Restated
Certificate of Incorporation, filed June 4, 1998, with
the Secretary of State of the State of Delaware.
EXHIBIT 3(i)
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
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Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
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CELLULAR COMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation
(hereinafter called the "Corporation"), does hereby certify as follows:
FIRST: The first paragraph of Article FOURTH of the Corporation's Restated
Certificate of Incorporation is hereby amended to read in its entirety as set
forth below:
FOURTH: The total number of shares of stock which the Corporation
shall have the authority to issue is 77,500,000 consisting of 75,000,000
shares of common stock, par value $0.01 per share (the "Common Stock") and
2,500,000 shares of preferred stock par value $0.01 per share (the
"Preferred Stock").
SECOND: The foregoing amendment was duly adopted in accordance with Section
242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be duly
executed in its corporate name this 4th day of June, 1998.
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
By: /s/ Stanton Williams
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Stanton N. Williams
Vice President-Chief Financial Officer
