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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): June 25, 1997
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POWERTEL, INC.
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(Exact name of registrant
as specified in its charter)
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Delaware 0-23102 58-1944750
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
1233 O.G. Skinner Dr., West Point, GA 31833
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (706) 645-2000
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InterCel, Inc.
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
On June 25, 1997, InterCel, Inc., a Delaware corporation (the "Company"),
filed with the Delaware Secretary of State a Certificate of Amendment to the
Company's Restated Certificate of Incorporation changing the Company's name
from "InterCel, Inc." to "Powertel, Inc." The Certificate of Amendment to the
Company's Restated Certificate of Incorporation was approved by the
stockholders of the Company at its 1997 Annual Meeting of Stockholders held May
21, 1997. A copy of the Certificate of Amendment is attached hereto as Exhibit
10(b).
On July 1, 1997, the Company issued a press release announcing the name
change and the change of the Company's NASDAQ trading symbol to "PTEL." A copy
of this press release is attached hereto as Exhibit 99(a).
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(C) EXHIBITS.
10(a) Third Restated Certificate of Incorporation of InterCel, Inc. (Filed
as Exhibit 10(yy) to the Company's Form 10-Q filed for the quarter
ended September 30, 1996, and incorporated herein by reference)
10(b) Certificate of Amendment to the Company's Restated Certificate of
Incorporation filed with the State of Delaware on June 25, 1997
99(a) Press Release of the Company dated July 1, 1997
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 hereunto duly authorized.
POWERTEL, INC.
(f/k/a InterCel, Inc.)
By: /s/ Allen E. Smith
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Allen E. Smith
Chief Executive Officer
Dated: July 1, 1997
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EXHIBIT INDEX
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10(a) Third Restated Certificate of Incorporation of InterCel, Inc. (Filed as Exhibit
10(yy) to the Company's Form 10-Q filed for the quarter ended September 30,
1996, and incorporated herein by reference) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10(b) Certificate of Amendment to the Company's Restated Certificate of Incorporation
filed with the State of Delaware on June 25, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99(a) Press Release of the Company dated July 1, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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Exhibit 10(b)
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
INTERCEL, INC.
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InterCel, Inc. (the "Corporation"), a corporation organized and existing
under the General Corporation Law of the State of Delaware, does hereby certify
as follows:
FIRST: That in accordance with the requirements of Section 242 of the
General Corporation Law of the State of Delaware, the Board of Directors of the
Corporation, acting by written consent signed by all of the directors of the
Corporation pursuant to Section 141(f) of the General Corporation Law of the
State of Delaware, duly adopted resolutions: (1) proposing and declaring
advisable the changing of the Corporation's name to "Powertel, Inc."; (2)
proposing and declaring advisable the amendment of the Restated Certificate of
Incorporation of the Corporation to reflect such change; and (3) recommending
that such name change and amendment be submitted to the stockholders of the
Corporation for consideration, action and approval.
SECOND: That Article 1 of the Restated Certificate of Incorporation of the
Corporation is hereby amended to read in its entirety as follows:
"ARTICLE 1. NAME.
The name of the corporation is Powertel, Inc. (the "Corporation")."
THIRD: That, pursuant to Section 242 of the General Corporation Law of the
State of Delaware, the aforesaid amendment to the Restated Certificate of
Incorporation was duly adopted by the stockholders of the Corporation at the
annual meeting of stockholders held on May 21, 1997.
FOURTH: That upon this Certificate of Amendment of Restated Certificate of
Incorporation becoming effective, the name of the Corporation shall be changed
to "Powertel, Inc."
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IN WITNESS WHEREOF, InterCel, Inc. has caused this Certificate of Amendment
of Restated Certificate of Incorporation to be signed by Allen E. Smith, its
President, and attested by Lorena G. Turner, its Assistant Secretary, on June
23, 1997.
By: /s/ Allen E. Smith
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Allen E. Smith
President
Attest:
/s/ Lorena G. Turner
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Lorena G. Turner
Assistant Secretary
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Exhibit 99(a)
FOR IMMEDIATE RELEASE
CONTACTS: KEVIN INDA
INTERCEL, INC.
706-634-1218
INTERCEL, INC. BEGINS TRADING UNDER "PTEL"
Company Now Formally Operating as Powertel, Inc.
(WEST POINT, GEORGIA - JULY 1, 1997) POWERTEL, INC., FORMERLY INTERCEL, INC.,
TODAY BEGINS TRADING UNDER ITS NEW STOCK SYMBOL (NASDAQ:PTEL). THE COMPANY
BEGAN FORMALLY OPERATING AS POWERTEL, INC. TODAY AS A RESULT OF SHAREHOLDERS
APPROVING THE NAME CHANGE AT THE COMPANY'S ANNUAL MEETING LAST MONTH.
"The Powertel name captures the spirit of our new corporate focus in launching
and developing one of the largest PCS networks in the Southeast and we believe
the corporate name change is another positive step in building awareness for
the Company's "Powertel" brand name," said Allen E. Smith, Powertel president
and chief executive officer. "We have invested significant capital in
establishing the Powertel brand through advertising and marketing programs and
anticipate our corporate name change will further increase our visibility among
both consumers and investors."
Powertel, Inc. is licensed to provide wireless personal communications services
in 12 southeastern states to a population of approximately 24 million people.
Powertel's major markets include Atlanta, Augusta, Birmingham, Chattanooga,
Jackson, Jacksonville, Knoxville, Louisville, Memphis and Nashville. The
Company utilizes the Global System for Mobile Communications (GSM), the leading
technology worldwide for digital wireless communications. Powertel offers
compact handsets featuring portable phone, voice mail and paging services
throughout its coverage area.
For more information on Powertel and its services, visit the Company's home
page at HTTP://WWW.POWERTEL.COM.
Certain of the matters discussed in this news release are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended.
Those statements include statements regarding the intent, belief or current
expectations of the Company and its management. Prospective investors are
cautioned that any such forward looking statements are not guarantees of future
performance and involve a number of risks and uncertainties, and that actual
results could differ materially from those indicated by such forward looking
statements. Among the important factors that could cause actual results to
differ materially from those indicated by such forward looking statements are:
(i) that the information is of a preliminary nature and may be subject to
further adjustment, (ii) variations in quarterly results, (iii) impact of
competitive products and technologies, (iv) the management of the Company's
growth and expansion, (v) dependence on key personnel, and (vi) and the other
risks and uncertainties detailed from time to time in the Company's periodic
reports (including the Annual Report on Form 10-K for the year ended December
31, 1996) filed with the Securities and Exchange Commission.
