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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 12, 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 9. Sales of Equity Securities Pursuant to Regulation S
On June 12, 1997, PortaCom Wireless, Inc. (the "Company") sold 57,154 Units
at a purchase price of $3.11 per Unit. Each Unit is comprised of one common
share and one non-transferable warrant to purchase one additional share of the
Company. Each warrant entitles the holder to purchase one share of common stock
for two years at an exercise price equal to the purchase price of $3.11 for one
year and thereafter at $3.58 until the expiration of two years from the date of
subscription. The Offering was made to non-U.S. persons (as defined in
Regulation S). The Offering raised an aggregate of $177,749. The Offering was
made in reliance on Regulation S promulgated under the Securities Act of 1933,
based on the fact that the Company is a reporting issuer pursuant to Section 13
of the Securities Exchange Act of 1934, the offer and sale of the Units were
made in an offshore transaction (as defined in Regulation S), and no direct
selling efforts were made in the United States by the Company, a distributor,
any of their respective affiliates, or any person acting on behalf of any of the
foregoing.
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: June 25, 1997 PORTACOM WIRELESS, INC
By: /s/ Michael A. Richard
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Michael A. Richard
Vice President, Accounting
