CELLULAR COMMUNICATIONS INTERNATIONAL INC
8-K, 1998-03-20
RADIOTELEPHONE COMMUNICATIONS
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                       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) MARCH 19, 1998
                                                 --------------

                   CELLULAR COMMUNICATIONS INTERNATIONAL, INC.
- --------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


    Delaware                        0-19363                       13-3221852
- --------------------------------------------------------------------------------
(State or Other                   (Commission                   (IRS Employer
Jurisdiction of                   File Number)               Identification No.)
Incorporation)


110 East 59th Street, New York, New York                            10022
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                         (Zip Code)

Registrant's Telephone Number, including area code (212)906-8480
                                                   -------------


- --------------------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
<PAGE>


Item 5.     Other Events.

     On  March  19,  1998,  Cellular  Communications  International,  Inc.  (the
"Company"),  announced  that its Board had declared a 3-for-2 stock split by way
of stock  dividend  with respect to its Common  Stock.  The record date for this
dividend  is April  1,  1998  and the  payment  date is  April  14,  1998.  If a
stockholder  is  contemplating  a sale from the record date to the payment date,
the  stockholder  should  consult the  stockholder's  broker or other  financial
advisor as to the  stockholder's  entitlement  to the  shares to be  issued.  No
fractional  shares will be issued,  but in lieu  thereof the Company  will pay a
cash adjustment in respect of such fraction.

     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 19, 1998.
 

<PAGE>


                                   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 19, 1998

<PAGE>


                                  EXHIBIT INDEX



Exhibit                                                                 Page


99          Press Release issued on March 19, 1998.



                                                                      EXHIBIT 99

                                                           FOR IMMEDIATE RELEASE


              CELLULAR COMMUNICATIONS INTERNATIONAL, INC. ANNOUNCES
                  3-FOR-2 STOCK SPLIT BY WAY OF STOCK DIVIDEND


     New  York,   New  York   (March  19,   1998)  -   Cellular   Communications
International,  Inc. ("CCII") (Nasdaq:  CCIL) announced today that its Board had
declared a 3-for-2  stock  split by way of stock  dividend  with  respect to its
Common Stock. The record date for this dividend is April 1, 1998 and the payment
date is April 14, 1998. If a stockholder is contemplating a sale from the record
date to the payment  date,  the  stockholder  should  consult the  stockholder's
broker or other  financial  advisor as to the  stockholder's  entitlement to the
shares to be issued.  No fractional  shares will be issued,  but in lieu thereof
the Company will pay a cash adjustment in respect of such fraction.

     CCII has approximately 10.96 million shares  outstanding,  and after giving
effect  to  the  stock  split,   approximately  16.44  million  shares  will  be
outstanding.

     The Company's activities to date have focused on participating in strategic
joint  ventures with other  companies to acquire and operate  overseas  cellular
telephone  systems.  Currently,  CCII's  primary asset is its  participation  in
Omnitel  Pronto  Italia,  the second  cellular  licensee  in Italy,  which began
offering  commercial  service in December 1995 and  currently has  approximately
3,000,000 subscribers.




                                      *****





For further information,  please contact: Richard J. Lubasch or Jeffrey G. Wyman
at (212)906-8480.



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