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
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Date of Report (Date of earliest event reported) (August 12, 1996) August 13, 1996
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CAI WIRELESS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Connecticut 0-22888 06-1324691
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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18 CORPORATE WOODS BLVD., ALBANY, NY 12211
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (518) 462-2632
(Former name or former address, if changed since last report)
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Item 5 - OTHER EVENTS
The following news release was issued on August 12, 1996:
CAI WIRELESS SYSTEMS, INC. ANNOUNCES 1996 FIRST QUARTER RESULTS on August
12, 1996 (see exhibit 99.1).
Item 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
C. Exhibits
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Exhibit No. Exhibit Description Location
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99.1 Media release - CAI Wireless
Systems, Inc. announces 1996 first
quarter results, dated August 12,
1996 Pages 4-6
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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.
SIGNATURE TITLE DATE
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/S/ JARED E. ABBRUZZESE Chairman, Chief Executive Officer, August 13, 1996
Jared E. Abbruzzese and Director (Principal Executive
Officer)
/S/ JAMES P. ASHMAN Executive Vice President, Chief August 13, 1996
James P. Ashman Financial Officer and Director
(Principal Financial Officer)
/S/ CRAIG J. KESSLER Vice President and Controller August 13, 1996
Craig J. Kessler (Principal Accounting Officer)
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Investor Relations Contact: Company Contacts:
Jason Thompson Jared Abbruzzese
Lippert/Heilshorn & Associates CEO, CAI Wireless Systems, Inc.
212/838-3777 518/462-2632
CAI WIRELESS SYSTEMS, INC. ANNOUNCES
FIRST QUARTER RESULTS
ALBANY, N.Y., August 12, 1996 - CAI Wireless Systems, Inc. ("CAI")
(NASDAQ: CAWS) today announced results for the first quarter ended June 30,
1996.
For the first quarter ended June 30, 1996, sales increased 133% to
$9,305,000, versus $3,992,000 for the comparable year-ago quarter. The
substantial revenue increase is primarily due to system acquisitions and
subscriber additions. Operating loss before depreciation and amortization
narrowed to $2,076,000, versus $3,363,000 for the comparable year-ago
quarter. Net loss for the 1996 quarter was $16,620,000, or $0.51 per
common share (38,859,743 weighted average common shares outstanding),
versus $7,506,000, or $0.49 per common share (15,913,911 weighted average
common shares outstanding) for the comparable year-ago quarter. The Company
had 83,800 subscribers at the end of the 1996 quarter, of which 50,400
subscribers are attributable to systems acquired by CAI within the last
year, versus 32,900 in the year-ago quarter.
John Prisco, President and Chief Operating Officer of CAI said, "Our
results continue to benefit from the acquisitions completed last September.
In the near term, our goal is to maintain our subscriber base and improve
our operating results as we continue to consolidate and integrate the
acquisitions. At the same time, we have substantially completed the
Norfolk, VA and Boston, MA digital systems for Bell Atlantic and NYNEX,
respectively, and await their commercial roll-out of digital wireless cable
services in those markets."
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"Also during the quarter, we successfully demonstrated CAI's digital
wireless cable transmission capabilities in Rochester, NY. Using five-to-
one digital compression, the demonstration included digitally encoded
satellite and local broadcast television programming. In addition, we
demonstrated our high-speed Internet access service that will currently
transmit information to the user at a rate of 10 megabits per second."
Mr. Prisco concluded, "The Rochester test and the demonstration we
recently completed in Norfolk, VA, which included the Thompson set-top
converter, proves CAI's digital capabilities are here today."
CAI currently operates six analog wireless cable systems in New York
City, Rochester and Albany, NY, Philadelphia, PA, Washington, D.C. and
Norfolk/Virginia Beach, VA and has a portfolio of wireless cable channel
rights primarily in eight additional markets, including Long Island,
Buffalo and Syracuse, NY, Boston, MA, Providence, RI, Hartford, CT,
Baltimore, MD and Pittsburgh, PA. In addition, CAI owns approximately 54%
of CS Wireless Systems, Inc., ("CS Wireless"). CS Wireless has
approximately 5.7 million line-of-sight ("LOS") households and 55,800
subscribers in 12 markets located primarily in the Midwest and Southwest
regions of the United States.
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CAI WIRELESS SYSTEMS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
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Three Months Ended
June 30, June 30,
1996 1995
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REVENUES $ 9,305,000 $ 3,992,000
EXPENSES:
Programming and license fees 3,893,000 1,665,000
Marketing 575,000 1,046,000
General and administrative 6,913,000 4,644,000
11,381,000 7,355,000
OPERATING LOSS BEFORE DEPRECIATION
AND AMORTIZATION (2,076,000) (3,363,000)
Depreciation and amortization 8,095,000 2,609,000
OPERATING LOSS (10,171,000) (5,972,000)
OTHER INCOME (EXPENSE):
Equity in net loss of affiliate (3,000,000) --
Other income 2,212,000 126,000
Interest expense (10,161,000) (1,940,000)
(10,949,000) (1,814,000)
LOSS BEFORE PROVISION FOR
INCOME TAXES (21,120,000) (7,786,000)
Provision for income tax benefit 4,500,000 --
LOSS BEFORE MINORITY INTEREST (16,620,000) (7,786,000)
Minority interest -- 280,000
NET LOSS $(16,620,000) $(7,506,000)
LOSS PER COMMON SHARE $ (0.51) $ (0.49)
Weighted average common shares
outstanding 38,859,743 15,913,911
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