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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) OCTOBER 8, 1997
PORTACOM WIRELESS, INC.
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(Exact name of Registrant as specified in its Charter)
DELAWARE 0-23228 33-0650673
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(State or Other Jurisdiction of (Commission File No.) (I.R.S. Employer
Incorporation) Identification No.)
8055 W. MANCHESTER AVENUE, SUITE #730, PLAYA DEL REY, CALIFORNIA 90293
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 448-4140
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ITEM 5. OTHER EVENTS
The Registrant announced on October 8, 1997 that it has signed a Letter of
Intent ("LOI") with VDC Corporation Ltd. (OTC:VDCLF)("VDC") to sell its
principal asset, which is a minority interest in a private company that
operates wireless telephony systems in China, for 5.3 million shares of VDC
common stock and up to US$700,000.00 in cash. A copy of the press release is
attached as an exhibit.
Separately, VDC has signed a Memorandum of Understanding ("MOU") with
NovoComm, Inc. ("NovoComm"), a privately held company, to acquire 100 percent
of the outstanding shares of NovoComm for 33,300,000 shares of VDC common
stock plus an additional 4,700,000 shares of VDC common stock when VDC has
completed its proposed transaction with the Registrant. If the two
transactions close, VDC will have 47 million shares outstanding upon
consummation and it is expected that VDC will change its name to NovoComm,
Inc.
Following the completion of the proposed transaction, PortaCom intends to
distribute the shares of VDC common stock to its common stockholders and,
pending tax and other regulatory constraints, would seek to merge PortaCom
with another telecommunications or other business enterprise that would be
expected to allow for the ongoing operations of the company.
Both the MOU and the LOI are subject to completion of definitive agreements
which are in the process of being negotiated. It is anticipated that both
agreements will be subject to shareholder consent, the completion of due
diligence, regulatory approvals and filings and other necessary conditions,
including resolving a majority of PortaCom's current debts and obligations.
There is no assurance that definitive agreements for either transaction will
be reached or that either transaction will be consummated.
In addition, the Registrant, previously announced that it had signed
agreements in principle to acquire a controlling interest in Microwave
Communications Limited ("MCL"), a paging telecommunications venture in the
Republic of India. As the conditions of closing were not satisfied, the
agreements have expired. Furthermore, although the Registrant had sought to
negotiate an extension, there is no realistic prospect of an extension being
obtained by the Registrant.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The following is furnished as and Exhibit to this Report:
99.1 Press Release dated October 8, 1997
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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.
Dated: October 17, 1997 PORTACOM WIRELESS, INC
By: /s/ Douglas C. MacLellan
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Douglas C. MacLellan
President and Chief Executive Officer
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PORTACOM WIRELESS, INC.
8055 W. Manchester Avenue, Suite 730
Playa del Rey, California 90293
(310) 448-4140
http://ssnn.com
FOR IMMEDIATE RELEASE
October 8, 1997
Contact: Thomas Madden
(253) 815-1076
VSE: PCW (800) 941-1558
OTC: PCWR E-Mail: [email protected]
PORTACOM ANNOUNCES SIGNING OF LETTER OF INTENT FOR ASSET SALE
Playa del Rey, CA- PortaCom announces today it has signed a Letter of Intent
("LOI") with VDC Corporation Ltd. (OTC:VDCLF)("VDC") to sell its principal
asset, which is a minority interest in a private company that operates
wireless telephony systems in China, for 5.3 million shares of VDC common
stock and up to US$700,000 in cash.
Separately, VDC has signed a Memorandum of Understanding ("MOU") with
NovoComm, Inc. ("NovoComm"), a privately hald company, to acquire 100 percent
of the outstanding shares of NovoComm for 33,300,000 shares of VDC common
stock plus an additional 4,700,000 shares of VDC common stock when VDC has
completed its proposed acquisition of PortaCom's MAC assets. If the two
transactions close, VDC will have 47 million shares outstanding upon
consummation and it is expected that VDC will change its name to NovoComm,
Inc.
Following the completion of the proposed transaction, PortaCom intends to
distribute the shares of VDC common stock to it common stockholders and
would seek to merge PortaCom with another telecommunications or other
business enterprise that would be expected to allow for the ongoing
operations of the company.
NovoComm, through its affiliates' partnerships, holds licenses and/or
operates systems in wireless telephony, FM radio, and paging both in Russia
and the Ukraine. NovoComm has entered into a definitive agreement which upon
the closing of such agreement will provide it with a right to operate
portable, mobile and fixed wireless telephony and paging services throughout
the Russian Federation. The wireless telephony systems are currently
operating in ten Russian cities on a pre-commercial basis, providing
primarily wireless mobile telephony services to somewhat less than 1,000
total customers. The closing of this agreement is subject to certain
conditions and there can be no assurances that a closing will occur in a
timely manner, if at all.
In paging, NovoComm affiliates have systems operating in five cities, four
commercial and one pre-commercial, and their licences cover both the Russian
Federation and Ukraine. Kiev, its first capital city system, is in a
pre-commercial phase, but has more than 150 subscribers. It is expected that
this system should begin soliciting subscribers by late October. In FM radio,
NovoComm has five stations operating in Russia and Ukraine, with additional
stations in preparation or planned.
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NovoComm is a developmental stage company and to date has not generated any
material revenues from its operations.
Both the MOU and the LOI are subject to completion of definitive agreements
which are in the process of being negotiated. It is anticipated that both
agreements will be subject to shareholder consent, the completion of due
diligence, regulatory approvals and filings and other necessary conditions,
including resolving a majority of PortaCom's current debts and obligations.
There is no assurance that definitive agreements for either transaction will
be reached or that either transaction will be consummated.
Fred Moran, NovoComm's Chairman and CEO, will continue as Chairman and CEO of
VDC/NovoComm after the merger. Mr. Moran said "Although NovoComm has
sufficient capital to execute its strategic plans for at least the next
twelve months, we believe that NovoComm's efforts to become a major
telecommunications service provider and FM radio station operator in Russia
and Ukrania will be greatly enhanced by the easier access to the capital
markets afforded to companies whose stock is traded publicly. Its licenses
cover a population area of 220,000,000 people, providing it with the
potential to build substantial revenue and cash flow streams. The acquisition
of PortaCom's minority interest in the wireless telephony company would
provide a growing telecommunications asset in a contiguous and major country,
where the business growth potential is vast. With these transactions, we
believe we will have the key ingredients in place to build shareholder value
over time. And to build shareholder value will be our mission."
PortaCom also announces that R. Keith Alexander and Robert Flitton have
resigned from its board of directors.
Certain statements in the press release are "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements made by the company involve known and unknown
risks, uncertainties and other factors which may cause the actual results,
performance or achievements of the company to be materially different from
any future results, performance of achievements expressed or implied by such
forward-looking statements. Such factors include, but are not limited to,
risks associated with international operations, dependence on licenses,
governmental regulations, technological changes, intense competition and
dependence on management. Given these uncertainties, investors are cautioned
not to place undue reliance on such forward-looking statements. The company
disclaims any obligation to update any such statements or to publicly
announce any updates or revisions to any of the forward-looking statements
contained herein to reflect any change in the company's expectations with
regard thereto or any change in events, conditions, circumstances or
assumptions underlying such statements.
ON BEHALF OF THE BOARD OF DIRECTORS
/s/ Douglas C. MacLellan
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Douglas C. MacLellan
President and Chief Executive Officer
The Vancouver Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of the release.
