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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) August 27, 1998
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PORTACOM WIRELESS, INC.
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(Exact name of registrant as specified in charter)
Delaware 0-23228 33-0650673
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(State or Other Juris- (Commission File Number) (IRS Employer Identi-
diction of Incorporation) fication No.)
10061 Talbert Avenue, Suite 200, Fountain Valley, California 92708
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code 714-593-3234
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N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
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On August 27, 1998, the Registrant declared that a liquidating distribution
be made to holders of the Registrant's common stock and common stock equivalents
as of September 10, 1998 (the "Record Date"). The distribution will be in the
form of an undetermined number of the Registrant's shares of the common stock of
VDC Corporation Ltd. (AMEX: VDC) and is subject to the entry of an acceptable
order by the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court") confirming the Registrant's liquidating plan of
reorganization (the "Plan").
This is expected to be the first in a series of not less than three
distributions to holders of equity interests under the Plan ("Series One",
"Series Two", and "Series Three", respectively).
The Series One distribution will consist of the distribution of 1,325,000
shares of unrestricted common stock of the 5,300,000 shares of VDC common stock
held by the Registrant and not reserved by management for either (i)
distribution in connection with allowed creditor claims, (ii) liquidation for
the payment of administrative expenses related to the Registrant's bankruptcy
(including provisions for professional fees, operating expenses and potential
income tax assessments), or (iii) return to VDC as an adjustment for escrowed
cash used by the Registrant for the payment of allowed creditor claims and, if
required, the funding of a reserve for disputed claims (collectively, the
"Reserved VDC Stock"). The Series One distribution will occur as soon as
practicable following the confirmation of the Plan.
The distribution of the remaining VDC shares, exclusive of the Reserved VDC
Stock, will be made in no less than two additional series based on the common
stock holders as of the Record Date. Series Two will comprise twenty-five
percent (25%) of the remaining VDC shares, exclusive of the Reserved VDC Stock,
and will be distributed six months after the date the Plan is confirmed. Series
Three will comprise the final fifty percent (50%) of the remaining VDC Stock,
exclusive of the Reserved VDC Stock, and will be distributed twelve months after
the date the Plan is confirmed. Once the distribution of non-reserved VDC
common stock to allowed claim holders and equity holders is complete, it is
expected that any surplus cash and/or Reserved VDC Stock then held by the
Registrant will be distributed to the Record Date holders of the Registrant's
common stock and common stock equivalents immediately prior to, and in
connection with, the judicial dissolution of the Registrant.
The Plan provides that all securities to be distributed pursuant to the
Plan are exempt from registration, and any transaction respecting such
securities pursuant to the Plan shall be exempt from the disclosure statement
and other delivery requirements of section 1145 (a)(4) of the Code.
Any share of the Registrant's common stock sold before, but delivered for
transfer after, or sold and delivered after, the Record Date shall be
accompanied by a due-bill for any remaining distributions to be made. A due-
bill is an instrument employed for the purpose of evidencing the transfer of
title to any security or rights pertaining to any security contracted for or
evidencing the obligation of a seller to deliver such to a subsequent purchaser.
A hearing on the confirmation of the Plan has been scheduled for September
17, 1998. September 10, 1998 was fixed as the last day for filing written
acceptances or rejections of the Plan.
Should the Plan be confirmed by the Bankruptcy Court, the Registrant
intends to sell a portion of the Reserved VDC Stock in order to fund the
operations of the Registrant from the date the Plan is confirmed until the
judicial dissolution of the Registrant.
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The Registrant issued a press release regarding the foregoing on September
4, 1998, a copy of which is attached hereto and incorporated herein by
reference.
Item 7. Financial Statement and Exhibits.
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(c) Exhibits
99 Press Release dated September 4, 1998.
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.
PORTACOM WIRELESS, INC.
(Registrant)
Date: September 10, 1998 By: /s/ Michael Richard
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Name: Michael Richard
Title: Acting Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No.
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99 Press Release dated September 4, 1998.
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EXHIBIT 99
PortaCom Wireless, Inc.
10061 Talbert Avenue, Ste. #200
Fountain Valley, CA 92708
FOR IMMEDIATE RELEASE
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September 4, 1998
Contact: Thomas Madden
(253) 815-1076
OTCBB: PCWR Email: [email protected]
VSE: PCW
PortaCom Announces Distribution of Equity Interest in VDC Corporation,
Liquidation; Record Date Set
On August 27, 1998, PortaCom's Board of Directors declared that a liquidating
distribution be made to holders of PortaCom common stock and common stock
equivalents as September 10, 1998 (the "Record Date"). The distribution will be
in the form of an undetermined number of PortaCom's shares of the common stock
of VDC Corporation Ltd. (AMEX: VDC) and is subject to the entry of an acceptable
order by the United States Bankruptcy Court for the District of Delaware (the
"Bankruptcy Court") confirming the liquidating plan of reorganization (the
"Plan").
This is expected to be the first in a series of not less than three
distributions to holders of equity interests under the Plan ("Series One",
"Series Two", and "Series Three", respectively).
The Series One distribution will consist of a pro rata interest in 1,325,000
shares of unrestricted common stock of the 5,300,000 shares of VDC common stock
held by PortaCom and not reserved by management for either i) distribution in
connection with allowed creditor claims, ii) liquidation for the payment of
administrative expenses related to PortaCom's bankruptcy (including provisions
for professional fees, operating expenses and potential income tax assessments),
or iii) return to VDC as an adjustment for escrowed cash used by PortaCom for
the payment of allowed creditor claims and, if required, the funding of a
reserve for disputed claims (the "Reserved VDC Stock"). The Series One
distribution will occur as soon as possible following the confirmation of the
Plan.
The distribution of the remaining VDC shares will be made in no less than two
additional tranches, or series, based on the common stock holders as of the
Record Date. Series Two will comprise twenty-five percent (25%) of the
remaining VDC shares and will be distributed six months after the date the Plan
is confirmed. Series Three will comprise the final fifty percent (50%) of the
remaining VDC shares and will be distributed twelve months after the date the
Plan is confirmed. Once the distribution of non-reserved VDC common stock to
allowed claim holders and equity holders is complete, it is expected that any
surplus cash and/or Reserved VDC Stock then held by PortaCom will be distributed
to the Record Date holders of PortaCom common stock and common stock equivalents
immediately prior to, and in connection with, the judicial dissolution of
PortaCom.
The Plan provides that all securities to be distributed pursuant to the Plan
are exempt from registration, and any transaction respecting such securities
pursuant to the Plan shall be exempt from the
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disclosure statement and other delivery requirements of section 1145 (a)(4) of
the Code.
Any share of PortaCom common stock sold before, but delivered for transfer
after or sold and delivered after, the Record Date shall be accompanied by a
due-bill for any remaining distributions to be made. A due-bill means an
instrument employed for the purpose of evidencing the transfer of title to any
security or rights pertaining to any security contracted for or evidencing the
obligation of a seller to deliver such to a subsequent purchaser.
PortaCom has not determined the income tax consequences of the Plan to its
shareholders, and has not requested any ruling from the Internal Revenue Service
or any other taxing authority with respect to such matters. The income tax
consequences of the Plan on a particular shareholder may be influenced by many
factors not discussed in this press release, the Plan or the disclosure
statement thereto, including the price paid by PortaCom shareholders on their
purchases of PortaCom common stock. Each shareholder is urged to consult its
own tax advisor as to the consequences of the Plan under federal and applicable
state, local and foreign tax laws.
The common stock of VDC is listed on the American Stock Exchange. Trading
volume in the VDC common stock is highly variable and the price of the VDC
common stock may be highly volatile. The trading price of the VDC common stock
has been and could be subject to significant fluctuations in response to
variations in quarterly operating results, general trends in the
telecommunications business and other factors. There can be no assurance that
an active trading market will be sustained in the future.
A hearing on the confirmation of the Plan has been scheduled for September
17, 1998. September 10, 1998 was fixed as the last day for filing written
acceptances or rejections of the Plan. There can be no assurance at this time
that the Plan will be approved or confirmed by the Bankruptcy Court or that such
Plan will be consummated.
Should the Plan be confirmed by the Bankruptcy Court, PortaCom intends to
sell a portion of the Reserved VDC Stock in order to fund the operations of the
Company from the date the Plan is confirmed until the judicial dissolution of
the Company. Although management will endeavor to set aside sufficient
reserves, there can be no assurance that the proceeds from any sales of Reserved
VDC Stock will ultimately generate funds sufficient for PortaCom to fully
implement the Plan.
Based on information provided by VDC, VDC is a development stage company that
intends to pursue opportunities to establish wireless, wired and cellular
telephony systems, operate international telephony gateways and become an
internet service provider in certain areas of Europe and Asia, as well as Egypt
and the United States.
VDC also manages and/or acts as agent for existing communications tower and
building top sites and markets the sites to communications companies, such as
wireless telephony, paging and cable television service providers, who require
the use of such sites for their communications transmitter and receiver
infrastructure.
Copies of the Plan and the Amended Disclosure Statement with Respect to
Debtor's Amended Plan of Reorganization, As Modified have been distributed to
all claimants and stockholders of record. If you did not receive copies, you
may request them from the Clerk of the Bankruptcy Court.
Certain statements in this 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,
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performance or achievements of the company to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. Such factors include, but are not limited to,
Bankruptcy Court actions or proceedings related to the bankruptcy, risks
associated with international operations, dependence on licenses, governmental
regulations, technological changes, intense competition, dependence on
management and the outcome of litigation to which the company is a party. Given
these uncertainties, investors are cautioned not to place undue reliance on such
forward-looking statements. PortaCom's management disclaims any obligation to
forward-looking statements contained herein to reflect any change in PortaCom's
expectation with regard thereto or any change in events, conditions,
circumstances or assumptions underlying such statements.
ON BEHALF OF THE BOARD OF DIRECTORS
/s/ Michael A.Richard
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Michael A. Richard
Chief Executive Officer
The Vancouver Stock Exchange has not reviewed and does not accept
responsibility for the adequacy or accuracy of the release.
