UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D)
OF THE SECURITIES AND EXCHANGE ACT OF 1934
( ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended March 31, 1996
OR
( TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
Commission File Number 0-22888
CAI WIRELESS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Connecticut 06-1324691
<S> <C> <C>
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation)
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18 Corporate Woods Blvd., Third Floor, Albany, NY 12211
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 462-2632
Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act
of 1934:
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Title of Each Class Name of Each Exchange on Which Registered
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None
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Securities Registered Pursuant to Section 12(g) of the Securities Exchange Act
of 1934:
Common Stock, No Par Value
(Title of Each Class)
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO ____.
The aggregate market value of the voting stock held by non-affiliates of
the Registrant at June 14, 1996 was approximately $308,600,000.
The number of shares of Registrant's Common Stock outstanding on June 14,
1996 was 40,311,472.
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ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(c) The following exhibits are filed herewith or incorporated herein
by reference as indicated:
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Incorporation
by Reference
EXHIBIT NO. DESCRIPTION (SEE LEGEND)
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2.1 Asset Purchase Agreement-New York System 5-Exhibit 2
2.2 Bott Acquisition Agreement 2-Exhibit 2
2.3 Agreement and Plan of Merger, as amended, by and 7-Exhibit 2.1
among CAI, CAI Merger Sub and ACS
2.4 Agreement and Plan of Merger by and among CAI, ECN and 7-Exhibit 2.2
ECNW dated as of March 28, 1995
2.5 Asset Purchase Agreement by and among CAI, ECN and ECNMII 7-Exhibit 2.3
dated as of March 28, 1995
2.6 Option Agreement dated March 28, 1996 7-Exhibit 2.4
2.7 Purchase Agreement by and between CAI and WCTV dated as 7-Exhibit 2.5
of March 28, 1995
2.8 Purchase Agreement by and between CAI and AWS dated as of 7-Exhibit 2.6
March 28, 1995
2.9 Agreement and Plan of Merger by and among CAI, HRW and 7-Exhibit 2.7
the Minority Shareholders named therein, dated as of
March 28, 1995
2.10 Participation Agreement among Heartland Wireless 9-Exhibit 2.1
Communications, Inc., CAI Wireless Systems, Inc.
and CS Wireless Systems, Inc. dated as of
December 12, 1995.
2.11 Amendment No. 1 to Participation Agreement among 12-Exhibit 2.2
Heartland Wireless Communications, Inc., CAI Wireless
Systems, Inc., and CS Wireless Systems, Inc. dated as
of December 12, 1995.
3.1 Amended and Restated Certificate of Incorporation of CAI 9-Exhibit 3.1
3.2 Amended and Restated Bylaws of CAI 9-Exhibit 3.2
4.1 Form of Indenture for Senior Notes 6-Exhibit 4.1
4.2 First Supplemental Indenture 11-Exhibit 4.1
4.3 Form of Escrow Agreement among CAI and Chemical Bank 6-Exhibit 4.30
4.4 Subordinated Unsecured Promissory Note dated August 31, 1-Exhibit 4.7
1993 by and between CAI and Hope E. Carter
4.5 Promissory Note-Bott Family Trust 2-Exhibit 4.1
4.6 Guaranty and Security Agreement-Bott Family Trust 2-Exhibit 4.2
4.7 Promissory Note-Bott 2-Exhibit 4.3
4.8 Guaranty and Security Agreement-Bott 2-Exhibit 4.4
4.9 Term Note due May 9, 2005 in the principal amount of 14-Exhibit 4.9
$15.0 million issued to MMDS Holdings II, Inc.
4.10 Term Note due May 9, 2005 in the principal amount of 14-Exhibit 4.10
$15.0 million issued to NYNEX Holding Company
10.1 1993 Stock Option and Incentive Plan 1-Exhibit 10.1, 3
10.2 Form 1993 Incentive Stock Option Agreement 1-Exhibit 10.2, 3
10.3 Form of 1993 Non-Qualified Stock Option Agreement 1-Exhibit 10.3, 3
10.4 Outside Director's Stock Option Plan 1-Exhibit 10.4, 3
10.5 Form of Outside Director's Stock Option Agreement 1-Exhibit 10.5, 3
10.6 Employment Agreement dated March 21, 1996 by and between 14-Exhibit 10.6
Jared E. Abbruzzese and CAI
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ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K,
continued
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INCORPORATION
by Reference
EXHIBIT NO. DESCRIPTION (SEE LEGEND)
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10.7 Letter Agreement dated October 13, 1993 by and between 1-Exhibit 10.10
Hampton Roads Wireless, Inc. and CAI
10.8 Employment Agreement dated October 1, 1993 by and 1-Exhibit 10.9, 3
between George M. Williams and CAI and Amendment to
Employment Agreement dated December 15, 1993
10.9 Master Sublease dated June 19, 1993 by and between Tri- 1-Exhibit 10.11
Mark Communications, Ltd. and George Bott
10.10 Agreement between CAI and SNET 1-Exhibit 10.14
10.11 Consulting Agreement dated May 15, 1993 between Jared E. 1-Exhibit 10.7
Abbruzzese and CAI
10.12 Business Relationship Agreement among CAI, its 7-Exhibit 10.13
Subsidiaries and BANX Affiliate dated as of March 28,
1995, as amended by Amendment Agreement No. 1
10.13 Securities Purchase Agreement dated as of March 28, 1995 4-Exhibit 2
among CAI, its Subsidiaries and BANX Partnership,
including forms of Stage I and Stage II Warrants
10.14 Stage I Warrant 8-Exhibit 4.19
10.15 Stage II Warrant 14-Exhibit 10.15
10.16 1995 Incentive Stock Plan 14-Exhibit 10.16
10.17 Consulting and Employment Agreement dated as of January 14-Exhibit 10.17
1, 1996 between the Company and John Prisco
10.18 Termination Agreement dated February 23, 1996 between 14-Exhibit 10.18
CAI and Alan Sonnenberg
10.19 Consulting Agreement dated February 23, 1996 between the 14-Exhibit 10.19
Company and Alan Sonnenberg
10.20 Form of Lenders Warrant Agreement for James P. Ashman 1-Exhibit 4.2
with Form of Warrant Certificate attached thereto
10.21 Form of Representative's Warrant Agreement with Form of 1-Exhibit 4.3
Warrant Certificate attached thereto
10.22 Warrant Agreement dated August 30, 1993 between CAI and 1-Exhibit 4.13
Richard McKenzie
10.23 Warrant Agreement dated August 30, 1993 between CAI and 1-Exhibit 4.14
Phil Hempleman
10.24 Warrant Agreement dated September 10, 1993 between CAI 1-Exhibit 4.15
and John Oppenheimer
10.25 Warrant Agreement dated August 30, 1993 between CAI and 1-Exhibit 4.16
Marc Howard
10.26 Warrant Agreement dated September 10, 1993 between CAI 1-Exhibit 4.17
and Les Alexander
10.27 Warrant Agreement dated November 9, 1993 between CAI and 1-Exhibit 4.26
Phil Hempleman
10.28 Warrant Agreement dated November 9, 1993 between CAI and 1-Exhibit 4.27
Marc Howard
10.29 Warrant Agreement dated November 9, 1993 between CAI and 1-Exhibit 4.28
Richard McKenzie
10.30 Warrant Agreement dated November 9, 1993 between CAI and 1-Exhibit 4.29
John Oppenheimer
10.31 Warrant Agreement dated November 9, 1993 between CAI and 1-Exhibit 4.30
Les Alexander
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<PAGE>
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K,
continued
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INCORPORATION
by Reference
EXHIBIT NO. DESCRIPTION (SEE LEGEND)
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11.1 Schedule Regarding Computation of Loss Per Share
14-Exhibit 11.1
11.2 Schedule Regarding Computation of Fully Diluted 14-Exhibit 11.2
Loss Per Common Share
12. Statements re Computation of Ratios 14-Exhibit 12
21. Subsidiaries of the Registrant 14-Exhibit 21
23.2 Consent of Coopers & Lybrand L.L.P. 14-Exhibit 23.2
<dagger>27. Financial Data Schedule
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LEGEND
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1 Incorporated by reference to the exhibits to the Registration Statement on Form S-1
(No. 33-71662).
2 Incorporated by reference to exhibits to the Current Report on Form 8-K dated March 23,
1994 (0-22888)
3 Management contract or compensation plan or arrangement.
4 Incorporated by reference to the exhibits to the Schedule 13D of BANX Partnership dated
March 29, 1995, filed with the Commission on April 10, 1995.
5 Incorporated by reference to the exhibit to the Current Report on Form 8-K dated January
9, 1995 (0-22888).
6 Incorporated by reference to the exhibits to the Registration Statement on Form S-1 (No.
33-93062).
7 Incorporated by reference to the exhibits to the Registration Statement on Form S-4 (No.
33-94222).
8 Incorporated by reference to the exhibits to the Annual Report on Form 10-K for March
31, 1995 (No. 0-22888).
9 Incorporated by reference to the exhibits to the Quarterly Report on Form 10-Q for
September 30, 1995 (No. 0-22888).
10 Incorporated by reference to the exhibits to the Current Report on Form 8-K dated
December 12, 1995 (No. 0-22888).
11 Incorporated by reference to the exhibits to the Quarterly Report on Form 10-Q for
December 31, 1995 (No. 0-22888).
12 Incorporated by reference to the exhibits to the Current Report on Form 8-K dated
February 23, 1996 (No. 0-22888).
13 The information is not included because the ratio is less than 1 and the earnings
deficiency is included in the Selected Financial Data of CAI.
14 Incorporated by reference to the exhibits to the Annual Report on Form 10-K for March
31, 1996 (No. 0-22888).
<dagger> Filed herewith.
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<PAGE>
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.
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SIGNATURE TITLE DATE
/S/JARED E. ABBRUZZESE Chairman, Chief Executive Officer August 15, 1996
Jared E. Abbruzzese and Director
(Principal Executive Officer)
/S/JAMES P. ASHMAN Executive Vice President, Chief August 15, 1996
James P. Ashman Financial Officer and Director
(Principal Financial Officer)
/S/CRAIG J. KESSLER Vice President and Controller August 15, 1996
Craig J. Kessler (Principal Accounting Officer)
<S><S><C>
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INDEX TO EXHIBITS
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EXHIBIT NO. DESCRIPTION PAGE
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27. Financial Data Schedule 7
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<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the March
31, 1996 financial statements contained in this Form 10-K and is qualified in
its entirety by reference to such financial statements.
</LEGEND>
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> MAR-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 103,263,094
<SECURITIES> 0
<RECEIVABLES> 2,728,956
<ALLOWANCES> 1,296,282
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 66,631,721
<DEPRECIATION> 14,063,102
<TOTAL-ASSETS> 698,794,972
<CURRENT-LIABILITIES> 0
<BONDS> 318,434,667
87,070,002
0
<COMMON> 257,701,130
<OTHER-SE> (65,090,206)
<TOTAL-LIABILITY-AND-EQUITY> 698,794,972
<SALES> 0
<TOTAL-REVENUES> 30,682,486
<CGS> 0
<TOTAL-COSTS> 25,656,171
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,485,727
<INTEREST-EXPENSE> 24,608,258
<INCOME-PRETAX> (53,307,482)
<INCOME-TAX> (12,000,000)
<INCOME-CONTINUING> (41,307,482)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (40,985,572)
<EPS-PRIMARY> (1.73)
<EPS-DILUTED> 0
</TABLE>
