U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
SEC FILE NUMBER -0-22888
NOTIFICATION OF LATE FILING
CUSIP NUMBER
(CHECK ONE):
[ X ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11K
[ ] Form 10-Q and 10-QSB [ ] Form N-SAR
For Period Ended: March 31, 1999
[ ] Transition Report on Form 10-K or 10-KSB
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q or 10-QSB
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: _________________________________
READ ATTACHED INSTRUCTION SHEET BEFORE PREPARING FORM. PLEASE PRINT OR
TYPE.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification related to a portion of the filing checked above,
identify the Item(s) to which the notification relates: ______________________
______________________________________________________________________________
Part 1 - Registrant Information
Full Name of Registrant
CAI WIRELESS SYSTEMS, INC.
Address of Principal Executive Office (STREET AND NUMBER)
18 CORPORATE WOODS BOULEVARD, THIRD FLOOR
City, State, and Zip Code
ALBANY, NEW YORK 12211
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PART II - RULE 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort or
expenses and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[ X ] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without reasonable effort or expense;
[ X ] (b) The subject annual report, semi-annual report, transition report
on Form 10-K or 10-KSB, Form 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the fifteenth calendar day
following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or 10-QSB, or portion thereof
will be filed on or before the fifth calendar day following the
prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-
25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 10-KSB, 20-F,
11-K, 10-Q, 10-QSB, N-SAR or the transition report or portion thereof could not
be filed within the prescribed period:
During the fiscal year ended March 31, 1999, the registrant filed a
voluntary petition under Chapter 11, Title 11 of the United States Code
on July 30, 1998. It emerged from bankruptcy on October 14, 1998. Also
during the 1999 fiscal year, the registrant increased its ownership in CS
Wireless Systems, Inc., a Delaware corporation, to 94%. As a result of
the application of fresh-start accounting principles as required by the
American Institute of Certified Public Accountants' Statement of Position
90-7 in connection with the bankruptcy proceeding, and the purchase
method accounting in connection with the increased ownership in CS, the
registrant prepared and filed with the Commission on June 29, 1999 an
amended quarterly report on Form 10-Q/A for the quarter ended September
30, 1998, an amended quarterly report on Form 10-Q/A for the quarter
ended December 31, 1998 and a current report on Form 8-K relating to the
increased ownership in CS. As a result of the preparation and filing of
the amended quarterly reports and the current report, the registrant was
unable to finalize and file its annual report on Form 10-K for the year
ended March 31, 1999 without unreasonable effort or expense.
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Part IV - Other Information
(1) Name and telephone number of person to contact in regard to this
notification:
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WAYNE BARR, JR., ESQ. (518) 462-2632
(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify reports (s).
[ X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[ X ] Yes [ ] No
(See attached explanation)
CAI WIRELESS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
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Date: June 30, 1999 By: /S/
Arthur J. Miller
Vice President and Controller
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations
(See 18 U.S.C. 1001).
<PAGE>
CAI WIRELESS SYSTEMS, INC.
PART IV-OTHER INFORMATION
ATTACHED RESPONSE - ITEM (3)
It is anticipated that a significant change in the registrant's results
of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements contained in the annual report.
Specifically, registrant will report a net loss of approximately $111 million
for the year ended March 31, 1999, compared to a net loss of approximately $226
million for the year ended March 31, 1998. The significant decrease in the net
loss for the current period resulted primarily from the registrant's recording
of a net extraordinary gain of $85.4 million due to the consummation of the CAI
bankruptcy, which resulted in a cancellation of approximately $308 million of
debt plus related accrued interest in exchange for $100 million of discounted
senior notes, 91% of the equity in the reorganized registrant and approximately
$16.5 million in cash. In accordance with AICPA's Statement of Position 90-7,
the registrant applied fresh-start accounting upon its emergence from
bankruptcy as of October 15, 1998.
