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) February 7, 1997 (January 31,
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 Number) (IRS Employer
jurisdiction of 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 releases were issued:
CAI WIRELESS SYSTEMS AND ADC TELECOMMUNICATIONS ANNOUNCE PLANS TO JOINTLY
DESIGN AND IMPLEMENT TWO-WAY WIRELESS SERVICES on February 3, 1997. (see
Exhibit 99.1)
CAI WIRELESS RECEIVES THE FIRST PERMANENT APPROVAL FROM THE FCC TO USE
WIRELESS CABLE SPECTRUM FOR TWO-WAY SERVICES on January 31, 1997. (see Exhibit
99.2)
CAI WIRELESS SYSTEMS TO RELOCATE FROM ALBANY TO PHILADELPHIA on January
31, 1997.
Forward Looking Statements
The statements contained in this Form 8-K relating to the plans and objectives
of the Company and its 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 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 trials in
Rochester and New York, NY and Hartford, CT, the ability of the Company to
commercially deploy new technologies and products and consumer acceptance of
such technologies and products, subscriber equipment availability, tower space
availability and the absence of interference, 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
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EXHIBIT NO. EXHIBIT DESCRIPTION PAGES
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99.1 Media release - CAI Wireless Systems and ADC 4-6
Telecommunications Announce Plans to Jointly Design and
Implement Two-Way Wireless Services
99.2 Media release - CAI Wireless Receives the First 7-8
Permanent Approval From the FCC To Use Wireless Cable
Spectrum For Two-Way Services
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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.
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SIGNATURE TITLE DATE
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/S/ JARED E. ABBRUZZESE Chairman, Chief Executive Officer, February 4, 1997
Jared E. Abbruzzese and Director (Principal Executive
Officer)
/S/ JAMES P. ASHMAN Chairman, Chief Financial Officer, February 4, 1997
James P. Ashman and Director (Principal Financial
Officer)
/S/ CRAIG J. KESSLER Vice President and Controller February 4, 1997
Craig J. Kessler (Principal Accounting Officer)
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CAI WIRELESS SYSTEMS AND ADC TELECOMMUNICATIONS ANNOUNCE PLANS TO JOINTLY
DESIGN AND IMPLEMENT TWO-WAY WIRELESS SYSTEMS
ALBANY, NY (February 3, 1997) - CAI Wireless Systems, Inc. (NASDAQ:CAWS)
today announced that it has entered into a memorandum of understanding with a
leading telecommunications equipment manufacturer to pursue the design and
implementation of fixed two-way broadband wireless communications systems for
the transmission of video, voice and data using the Multichannel Multipoint
Distribution Services (MMDS) spectrum.
CAI and ADC Telecommunications (NASDAQ:ADCT) of Minneapolis, MN, intend
to jointly develop a fixed two-way broadband wireless test system using ADC's
Homeworx<trademark> platform and CAI's MMDS spectrum. Subject to regulatory
approval, they expect to begin testing the new system in Pittsburgh sometime
during the first calendar quarter of 1997.
Subject to the results of the tests in Pittsburgh, the companies also
intend to deploy a demonstration system in the Boston market, where CAI
received from the FCC last week, permanent fixed two-way authorization for 16
customer locations. Further development would be the subject of a definitive
written agreement yet to be negotiated.
Today's announcement means that consumers may soon have more choices in
how they purchase telecommunications services ranging from Internet access to
subscription television.
Wireless communications companies like CAI have traditionally used MMDS
spectrum, which comprises microwave frequencies rather than traditional hard-
wired cable, to deliver video programming services. CAI has been leading the
MMDS industry in seeking regulatory approval for expanded flexible use of MMDS
spectrum for services like high-speed Internet and Intranet access, home
shopping and banking, and subscription television alternatives to residential
consumers and businesses.
Company officials at CAI and ADC said the system under development is
expected to support a broad array of video, voice and data communications
services when completed. These include wireless high capacity services, T-1
and fractional T-1 data services, BRI ISDN, PRI ISDN, and wireless multipoint
video distribution.
Vivek Ragavan, President of ADC's Broadband Communications Division said:
"We are very pleased to partner with an industry leader like CAI to help make
MMDS two-way wireless communications a viable option. With our
Homeworx<trademark> platform and advanced OFDM modulation technology, ADC is
well positioned to help shape the future of broadband wireless communications."
Jeff Lynn, President of Information Transmission Systems Corp. (ITS), a
wholly owned subsidiary of ADC, said: "Combining the advanced digital
modulation technology of ADC's Broadband Communications Division and the
digital MMDS leadership of ITS with the operations experience and spectrum
capacity of CAI creates exciting opportunities for new digital networking
services on MMDS."
John J. Prisco, president of CAI, added: "The MMDS spectrum can offer
consumers more choice in how they receive video, voice and data services. Two-
way wireless communication should bring more competition into the marketplace;
a good thing for consumers."
Prisco added that if appropriate FCC approvals are forthcoming, small and
mid-sized businesses, which often cannot negotiate competitive service prices
the way large corporations can, could be among the biggest beneficiaries of the
introduction of fixed two-way wireless communications services.
CAI will apply to the FCC for fixed two-way use authority in Pittsburgh,
Prisco said. The Company has already received limited approvals from the FCC
for similar developments in other markets, including permanent authorization in
Boston and developmental authorization in Hartford, CT.
CAI is currently in negotiation with various service providers and
equipment vendors to help deliver two-way MMDS transmission services in other
markets.
A leading developer of wireless communications technology and one of the
nation's largest wireless cable companies, CAI is also currently testing high-
speed Internet access services in New York City and Rochester, NY.
CAI operates six analog-based wireless systems in New York, Rochester,
and Albany, NY; Philadelphia; Washington, DC; and Norfolk/Virginia Beach, VA.
It 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 52% of the common
equity of CS Wireless Systems, Inc., a MMDS operator with markets located
primarily in the southwestern region of the United States.
ADC Telecommunications, Inc., Minneapolis, MN, is a leading global
supplier of transmission and networking systems used to deliver voice, data and
video services. The company holds a preeminent market position in physical
connectivity products for fiber-optic, twisted-pair, coaxial and wireless
networks worldwide. The Broadband Communications Division provides access
transmission systems for broadband communications applications over fiber and
hybrid fiber coax facilities. ITS provides broadband wireless transmission
systems, including wireless cable and broadband television systems.
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EXHIBIT 99.2
FOR IMMEDIATE RELEASE
CAI WIRELESS RECEIVES THE FIRST PERMANENT APPROVAL
FROM THE FCC TO USE WIRELESS CABLE SPECTRUM FOR TWO-WAY SERVICES
Albany, N.Y. (January 31, 1997) - In a development that could signal new
opportunities for the MMDS industry, CAI Wireless Systems, Inc. (NASDAQ: CAWS)
("CAI") today announced that it has been granted permanent authorization from
the Federal Communications Commission (FCC) to use its wireless spectrum for
fixed two-way video, voice and data services in the Boston market.
In announcing the FCC authorizations, Jared E. Abbruzzese, CAI's chairman
and chief executive officer, said: "The new authorizations granted now in
Boston are a major step forward in allowing the development of a Wireless
Information Network (WIN), a wireless full-service network providing digital
video, voice and data services. The WIN platform can become an important
business opportunity for CAI. With expanded FCC approvals that we hope will be
forthcoming and new strategic partners we hope to enlist, the WIN platform has
the potential for deriving significant new revenue sources for the Company."
The FCC grant authorizes CAI to transmit and receive information to and
from 16 commercial customer locations served by two cells, with overlapping
eight-mile radiuses in and around the Boston metropolitan area. The Commission
also authorized two additional cell sites from which CAI can serve future
customer locations. The construction of the four cell sites authorized by the
FCC grant was substantially completed in 1996. The customer locations, once
installed, are authorized to transmit and receive information with transceivers
and highly directionalized antennas oriented to these cell sites. CAI
anticipates applying to the FCC for additional customer locations in Boston and
eventually for a blanket authorization in the near future.
John J. Prisco, CAI's president, said: "The key to the WIN platform is
its flexibility. Once developed, we will have the ability to deliver two-way
services in targeted areas of Boston while simultaneously delivering one-way
data and digital video to other areas of the market. In the end, it will be
market economics that decide what services are provided and where. Indeed, as
this process develops, the term `wireless cable' as a business description of
CAI should become unduly limited and outdated."
CAI expects the Boston authorizations, and the resulting limited
operations, to facilitate the FCC's consideration of an eventual broad
rulemaking petition by providing actual results of the manner in which the
downstream and upstream signals propagate and interact.
Abbruzzese added that, "With the FCC's approval, we can soon begin to
offer certain consumers in Boston more choice. We applaud the FCC for this
initial step and believe that this represents a proactive and forward-thinking
approach on the part of the Commission that is consistent with the '96 Telecom
Act."
The Company has previously announced an agreement with affiliates of Bell
Atlantic Corporation and NYNEX Corporation suspending their business
relationship with respect to the Boston market and elsewhere for one year.
During this period, CAI will seek strategic partners interested in evaluating
and developing commercial applications for MMDS technology not currently
offered.
CAI, based in Albany, N.Y., operates six analog-based wireless systems in
New York City, Rochester, and Albany, N.Y.; 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, N.Y.; Providence, R.I.; Hartford, CT.; Boston, MA; Baltimore, MD.;
and Pittsburgh, PA. CAI also owns 52 percent of the common equity of CS
Wireless Systems, Inc., an MMDS wireless operator with markets located
primarily in the southwestern region of the United States.
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