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) March 12, 1997 (March 6, 1997)
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:
CAI WIRELESS SYSTEMS, INC. SIGNS LETTER OF INTENT FOR INTERIM FINANCING
(see Exhibit 99.1)
FORWARD LOOKING STATEMENTS. The statements contained in this Form 8-K,
including the exhibit hereto, relating to the Company's operating results, and
plans and objectives of management for future operations, including plans or
objectives relating to the Company's products and services, constitute forward
looking statements within the meaning of Section 21E of the Securities Exchange
Act of 1934, as amended. Actual results of the Company may differ materially
from those in the forward looking statements and may be affected by a number of
factors including the consummation of the financing described herein, the
receipt of regulatory approvals, the availability of new strategic partners and
their willingness to enter into arrangements with the Company, the terms of
such arrangements, the success of the Company's various trials, subscriber
equipment availability, tower space availability, absence of interference and
the ability of the Company to redeploy or sell excess equipment, as well as
other factors contained herein and in the Company's securities filings.
Item 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
C. Exhibits
EXHIBIT NO. EXHIBIT DESCRIPTION PAGES
99.1 Media release - CAI Wireless Systems, Inc. Signs 4-5
Letter of Intent for Interim Financing.
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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
/S/ JARED E. ABBRUZZESE Chairman, Chief Executive March 12, 1997
Jared E. Abbruzzese Officer and Director
(Principal Executive Officer)
/S/ JAMES P. ASHMAN Executive Vice President, Chief March 12, 1997
James P. Ashman Financial Officer and Director
(Principal Financial Officer)
/S/ CRAIG J. KESSLER Vice President and Controller March 12, 1997
Craig J. Kessler (Principal Accounting Officer)
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CAI WIRELESS SYSTEMS, INC. SIGNS LETTER OF INTENT
FOR INTERIM FINANCING
CONTACTS: CAI Wireless: James P. Ashman, CFO
(518) 462-2632
Media: Anne B. Inman, APR or Lori Bookbinder
LevLane Public Relations
(610) 667-7313
[email protected]
Investor Relations: Jason Thompson
Lippert/Heilshorn & Associates
212-838-3777
Albany, NY (March 6, 1997) - CAI Wireless Systems, Inc. (NASDAQ: CAWS) ("CAI")
announced today that it has signed a letter of intent for up to $30 million of
financing. CAI intends to use the proceeds for capital expenditures associated
with CAI's development of its MMDS spectrum, for working capital and for
general corporate purposes.
The credit facility includes a $25 million 2-year term loan bearing
interest at 13%, and a $5 million 2-year revolving loan bearing interest at
prime plus 4.75%. As additional consideration for the loans, the lenders will
receive either a convertible note for $1.5 million, or $2 million in CAI common
stock, at their election, at a market-based price to be determined on the date
of issuance. The loans are subject to various fees and will be secured by
assets of CAI and a pledge of the stock of its subsidiaries, but does not
include a pledge of CAI's interest in CS Wireless Systems, Inc., an MMDS
operator with markets located primarily in the southwestern region of the
country. Consummation of the loans is subject to negotiation of definitive
documentation, receipt of certain consent and usual and customary closing
conditions.
- more -
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CAI, Page 2
The lenders include Canyon Capital Management, L.P., a Los Angeles-based
investment advisor, and its affiliates and managed accounts, and Foothill
Capital Corporation, a Los Angeles-based financial institution.
A leading developer of wireless communications technology utilizing
Multichannel Multipoint Distribution Services ("MMDS") spectrum, and one of the
nation's largest MMDS video services operators, CAI is also currently testing
high-speed Internet access service in New York City and Rochester, NY, and has
received permanent authority for two-way services for 16 customer locations in
Boston using 5 of its MMDS channels. CAI, based in Albany, NY, operates six
analog-based MMDS video systems in New York City, Rochester and Albany, NY;
Philadelphia, PA; Washington, D.C., and Norfolk/Virginia Beach, VA. CAI also
has a portfolio of MMDS channel rights in eight additional markets, including
Long Island, Buffalo and Syracuse, NY; Providence, RI; Hartford, CT; Boston,
MA; Baltimore, MD, and Pittsburgh, PA. CAI also owns approximately 52% of CS
Wireless Systems, Inc..
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