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) MARCH 11, 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)
<PAGE>
Item 5. Other Events.
On March 11, 1998, Cellular Communications International, Inc. (the
"Company"), announced that it priced a concurrent offering of Senior Notes due
2005 (the "Senior Notes") and Convertible Subordinated Notes due 2005 (the
"Convertible Notes" and, together with the Senior Notes, the "Notes"). The
Company will raise approximately Euro 147 million (approximately $163 million)
of gross proceeds from the issue of the Senior Notes and approximately $75
million from the issue of 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.
Exhibits
99 Press Release issued March 11, 1998.
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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 thereunto duly authorized.
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
(Registrant)
By: \s\ Richard J. Lubasch
Name: Richard J. Lubasch
Title: Senior Vice President, Treasurer, Secretary
and General Counsel
Dated: March 11, 1998
<PAGE>
EXHIBIT INDEX
Exhibit Page
99 Press Release issued on March 11, 1998.
EXHIBIT 99
FOR IMMEDIATE RELEASE
CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
PRICES CONCURENT OFFERING
New York, New York (March 11, 1998) - Cellular Communications
International, Inc. (Nasdaq: CCIL) announced today that it priced a concurrent
offering of Senior Notes due 2005 (the "Senior Notes") and Convertible
Subordinated Notes due 2005 (the "Convertible Notes" and, together with the
Senior Notes, the "Notes"). The Company will raise approximately Euro 147
million (approximately $163 million) of gross proceeds from the issue of the
Senior Notes and approximately $75 million from the issue of the Convertible
Notes.
The Senior Notes will be issued at 62.455% of the aggregate principal
amount at maturity of the Senior Notes. The issue price of each Senior Note
represents a yield to maturity of 9.55%. There will be no periodic cash interest
payments on the Senior Notes until October 1, 2003, at which time cash interest
on the Senior Notes will be payable semiannually at a rate of 9.50%.
The Convertible Notes are convertible at the option of the holder into
shares of the Company's common stock at any time at or before maturity at a
conversion rate of $59.92 per share. The Convertible Notes shall bear interest
at a rate of 6.00% which is payable semiannually, commencing October 1, 1998.
Use of proceeds of the offering will be to refinance existing indebtedness
of the Company.
The Notes will not be 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 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 to "qualified
institutional buyers."
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For information please contact: Stanton N. Williams, Vice President - Chief
Financial Officer or Richard J. Lubasch, Senior Vice President-General Counsel
at (212)906-8480.
