UNITED SATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
(X) 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 15, 1997
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AMERICAN TELECASTING, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-23008 54-1486988
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(State or Other (IRS Employer (Commission File)
Jurisdiction of Identification No.) Number)
Incorporation)
5575 Tech Center Drive, Suite, 300, Colorado Springs, CO 80919
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (719) 260-5533
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events
In a press release issued October 15, 1997, American Telecasting, Inc.
(ATI) (Nasdaq: ATEL) announced that beginning October 17, 1997, its Class A
Common Stock will be listed on The Nasdaq SmallCap Market and will continue to
be listed under the trading symbol "ATEL."
The Class A Common Stock of ATI is currently listed on The Nasdaq
National Market (NNM). As previously reported by ATI, its listing on the NNM
had been under review by Nasdaq as a result of ATIFs being out of compliance
with the net tangible asset listing requirement of a minimum level of
$4 million. ATI became out of compliance at December 31, 1996, and has
remained out of compliance with this requirement during 1997. ATI had
requested and received from Nasdaq a temporary exception to the net tangible
asset requirement while it sought to satisfy that requirement.
ATI determined that it would not satisfy the net tangible asset listing
requirement within the time period and under the terms requested by Nasdaq.
Accordingly, ATI requested that Nasdaq move the listing of ATIFs Class A
Common Stock from the NNM to The Nasdaq SmallCap Market based upon the
new maintenance listing criteria. Nasdaq has agreed to list the Company's
Class A Common Stock on The Nasdaq SmallCap Market, beginning October 17,
1997, in lieu of delisting ATIFs common stock entirely from Nasdaq.
Continued listing an The Nasdaq SmallCap market will be subject to ATIFs
completion of a new listing application and continued satisfaction of the
maintenance criteria for such market, including a market capitalization of
$35 million or higher and a bid price of $1.00 or more.
American Telecasting, Inc. is one of the largest operators of wireless
cable television systems in the United States, serving approximately 169,000
subscribers in 38 markets as of June 30, 1997. On August 12, 1997, the
Company sold its current channel and operating interests in certain markets
to BellSouth Corporation. These operating systems involved approximately
24,000 subscribers. Wireless cable television systems use microwave
frequencies licensed by the FCC to provide multiple channel subscription
television programming and other services, such as Internet access. Along
with its commitment to deliver high levels of customer service, American
Telecasting, Inc. offers value programming packages by pricing its products
lower than franchise cable and direct broadcast satellite competitors,
creating improved value for its customers.
AMERICAN TELECASTING, INC.
By: /s/ DAVID K. SENTMAN
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David K. Sentman
Sr. Vice President and
Chief Financial Officer
Date: October 16, 1997
