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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) May 8, 1996
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PORTACOM WIRELESS, INC.
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(Exact name of registrant as specified in its charter)
British Columbia, Canada 0-23228 N/A
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
8055 West Manchester Avenue, Suite 730
Playa del Rey, California 90293
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (310) 448-4140
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Item 5. OTHER EVENTS.
On May 8, 1996, PortaCom Wireless, Inc. (the "Corporation") issued a press
release regarding a proposed private placement of special warrants. A copy of
the press release is attached hereto as Exhibit 1 and incorporated herein by
reference.
Item 7. EXHIBITS.
1. Press Release issued by the Corporation on May 8, 1996.
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SIGNATURE
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.
PORATCOM WIRELESS, INC.
By: /s/ J. Michael Christiansen
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J. Michael Christiansen
Date: May 20, 1996
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EXHIBIT INDEX
Exhibit Description Page
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1 Press Release issued by the
Corporation on May 8, 1996.
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EXHIBIT 1
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PORTACOM WIRELESS, INC.
8055 W. Manchester Avenue, Suite 730
Playa del Rey, California 90293
(310) 448-4140
FOR IMMEDIATE RELEASE
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May 8, 1996 Investor Relations International:
Tom Madden (800) 941-1558
VSE: PCW
OTC: PCWIF http://www.portacom.com
US$20,130,000 PRIVATE PLACEMENT OF SPECIAL WARRANTS
Playa del Rey, CA -- PortaCom Wireless, Inc. announces that it has negotiated a
brokered private placement of up to 6,100,000 special warrants at a price of
US$3.30 per special warrant for aggregate gross proceeds of up to US$20,130,000.
Each special warrant will be exchangeable for one share of common stock and
one-half warrant to purchase one share of common stock, provided that if a final
prospectus has not been cleared within 150 days after the closing of the
placement, each special warrant will be exchangeable for 110% of the shares and
warrants into which it would otherwise be exchangeable. Each regular warrant
will entitle the holder to purchase one share of common stock at a price of
US$4.40 per share within one year of the closing.
The Company proposes to pay placement fees of 7.0% of the gross proceeds of the
offering and to issue one-year broker warrants to purchase up to an additional
610,000 shares of common stock at US$3.30 per share and up to an additional
305,000 shares of common stock at US$4.40 per share. The closing of the
placement is subject to regulatory approval and other conditions.
These securities will not be registered under the United States Securities Act
of 1933 and may not be offered or sold in the United States (or to a "U.S.
person", as defined in Rule 902 promulgated under the Act) absent registration
or an applicable exemption from the registration requirements.
The proceeds of the offering will be used to fund development expenses for the
acquisition of certain telecommunications licenses in Asia, for deposits on
equipment orders, and for working capital.
PortaCom Wireless, Inc. is engaged in ventures as a developer and operator of
companies which will provide cellular and wireless telecommunications services
in selected developing world markets. The Company intends to make significant
investments primarily in wireless, cellular and long distance networks in order
to provide coverage and high-quality service. PortaCom's business development
strategy is focused on emerging markets in Asia-Pacific, Eastern Europe and
Latin America.
ON BEHALF OF THE BOARD OF DIRECTORS
// J. MICHAEL CHRISTIANSEN
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J. Michael Christiansen
Executive Vice President and CFO
The Vancouver Stock Exchange has not reviewed and does not accept responsibility
for the adequacy or accuracy of this release.
