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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) MAY 9, 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 (Commission File No.) (IRS Employer
of 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
On May 9, 1997, the Company announced that it has signed agreements in
principle to acquire a controlling interest in a paging telecommunications
venture in India for an aggregate consideration of approximately $31 million.
The Company will secure, subject to certain conditions, including regulatory
approval and financing, an approximate aggregate sixty-five percent (65%)
interest in Microwave Communications Ltd. ("MCL"), which owns and operates seven
paging licenses covering the principal Indian metropolitan areas of New Delhi,
Bombay and Calcutta, the three license areas of Uttar Pradesh, Orissa and North
East, and four metropolitan areas in the state of Gujarat. These areas have a
combined population of approximately 250 million. Each license is valid for a
term of ten years and is renewable thereafter.
MCL has been providing paging services under the trade name "Pagelink" to
residents in the metropolitan areas covered by its paging licenses since 1995
and in New Delhi since 1996. Currently, it has the third largest paging
subscriber base in India, with approximately 71,000 subscribers. Himachal
Futuristics Communications Ltd. is the operator of MCL and presently owns
thirty-percent (30%) of the share capital of MCL. Under the terms of the
agreements, the Company will acquire all of the shares held by an existing group
of stockholders who currently own forty-four percent (44%) of MCL, and subscribe
for further capital in a capital increase of MCL which will result in PortaCom
becoming the effective owner of approximately sixty-five percent (65%) of MCL.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The following is furnished as an Exhibit to this Report:
99.1 Press Release dated May 9, 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 thereunto duly authorized.
Dated: May 15, 1997 PORTACOM WIRELESS, INC
By: /s/ Michael A. Richard
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Michael A. Richard
Vice President, Accounting
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EXHIBIT 99.1
PORTACOM WIRELESS, INC.
8055 W. Manchester Avenue, Suite 730
Playa del Rey, California 90293
(310) 448-4140
http://ssnn.com
FOR IMMEDIATE RELEASE
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May 9, 1997
Contact: Thomas Madden
(206) 815-1076
VSE: PCW (800) 941-1558
OTC: PCWR
E-Mail: [email protected]
PORTACOM WIRELESS SIGNS AGREEMENTS TO ACQUIRE CONTROLLING INTEREST IN A PAGING
TELECOMMUNICATIONS COMPANY IN INDIA
Playa del Rey, CA- PortaCom Wireless, Inc. ("PortaCom") announces that it has
signed agreements in principle to acquire a controlling interest in a paging
telecommunications venture in India.
PortaCom will secure, subject to certain conditions, including regulatory
approval, an approximate aggregate sixty-five percent (65%) interest in
Microwave Communications Ltd. ("MCL"), which owns and operates seven paging
licenses covering the principal Indian metropolitan areas of New Delhi, Bombay
and Calcutta, the three license areas of Uttar Pradesh, Orissa and North East,
and four metropolitan areas in the state of Gujarat. These areas have a combined
population of approximately 250 million. Each license is valid for a term of
ten years and is renewable thereafter.
MCL has been providing paging services under the trade name "Pagelink" to
residents in the metropolitan areas covered by its paging licenses since 1995
and in New Delhi since 1996. Currently, it has the third largest paging
subscriber base in India, with approximately 71,000 subscribers.
Himachal Futuristics Communications Ltd. ("HFCL") is the operator of MCL and
presently owns thirty-percent (30%) of the share capital of MCL. Under the
terms of the agreements, PortaCom will acquire all of the shares held by an
existing group of stockholders who currently own forty-four percent (44%) of
MCL, and subscribe for further capital in a capital increase of MCL which will
result in PortaCom becoming the effective owner of approximately sixty-five
percent (65%) of MCL.
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PortaCom is pursuing business ventures as a developer and operator of companies
providing cellular, wireless, paging and PSTN telecommunications services in
select international markets. Through its majority-owned subsidiary American
Cambodian Telecommunications Ltd., it holds a twenty-five year renewable license
to develop a mobile wireless system in the Kingdom of Cambodia. PortaCom also
holds a minority interest in Metromedia Asia Corporation, a subsidiary of
Metromedia International Group (AMEX:MMG), which is active in the build-out of
multiple telecommunication projects in the Peoples Republic of China. The
Company intends to conduct its business operations through joint ventures with
local strategic partners and through controlling interests in companies that
have previously been granted licenses for wireless, cellular, PSTN and long
distance networks which provide broad coverage and quality service. Its current
business development strategy is centered on Cambodia, India, Vietnam and other
emerging market opportunities where economic growth is characterized by an
expanding need for telecommunications services.
ON BEHALF OF THE BOARD OF DIRECTORS
/S/DOUGLAS C. MACLELLAN
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Douglas C. MacLellan
President and CEO
The Vancouver Stock Exchange has not reviewed and does not accept responsibility
for the adequacy or accuracy of the release.
