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UNITED STATES
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
April 1, 1997
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Date of Report (Date of earliest event reported)
HEARTLAND WIRELESS COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-23694 73-1435149
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
200 Chisholm Place, Suite 200
Plano, Texas 75075
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(Address of Principal Executive Offices) (Zip Code)
(972) 423-9494
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(Registrant's Telephone Number, Including Area Code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
As required by General Instruction B to Form 8-K, Heartland
Wireless Communications, Inc., a Delaware corporation (the
"Registrant") is filing as Exhibit 17.1 to this Current Report on
Form 8-K, that certain resignation letter from John A. Fanning
dated April 1, 1997 (the "Fanning Letter") which letter is
specifically incorporated herein by reference. As indicated in the
Fanning Letter, Mr. Fanning resigned as a member of the Board of
Directors of the Registrant due to his "strong disagreement with
the actions of the Board on March 29, 1997, which are noted in Form
10-K under "Recent Events, item 18." The section of the
Registrant's Annual Report on Form 10-K referenced by Mr. Fanning
has been attached as Exhibit 99.1 hereto.
The Board of Directors of the Registrant carefully considered
the actions taken on March 29, 1997 referenced in the Fanning
Letter. The Board of Directors of the Registrant believes that such
actions were and continue to be in the best interests of the
Registrant and its securityholders.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
Information and Exhibits
(c) Exhibits
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Exhibit No. Document Description
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17.1 Letter of Resignation of John A.
Fanning, dated April 1, 1997
99.1 Section of Registrant's Annual
Report on Form 10-K captioned "Item
1. Business - Recent Events."
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Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Current Report to be
signed on its behalf by the undersigned hereunto duly authorized.
HEARTLAND WIRELESS
COMMUNICATIONS, INC.
Date: April 3, 1997 By: /s/ J. Curtis Henderson
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J. Curtis Henderson
Vice President, General Counsel
and Secretary
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
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17.1 Letter of Resignation of John A. Fanning,
dated April 1, 1997
99.1 Section of Registrant's Annual Report on Form
10-K captioned "Item 1. Business - Recent
Events."
EXHIBIT 17.1
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John A. Fanning
921 Hillcrest
Fort Worth, TX 76107
PERSONAL AND CONFIDENTIAL
April 1, 1997
Heartland Wireless Communications, Inc.
200 Chisholm Place, Suite 200
Plano, TX 75075
To the Board of Directors:
I am writing formally to request that my resignation as a Director
of Heartland Wireless Communications, Inc., effective March 29,
1997, be filed in a Form 8-K filing within the required time period
and that, consistent with all our prior practices, a press release
be issued immediately on my resignation and the Form 8-K filing.
As I indicated, my resignation is due to my strong disagreement
with the actions of the Board on March 29, 1997, which are noted in
Form 10-K under "Recent Events, item 18". In my judgment, such
action is not in the best long term interest of shareholders. I am
distressed that I must take such action but, as I explained to each
of you at our Board meeting, my fiduciary responsibility leaves me,
I believe, no other choice.
Please be assured that my resignation in no way lessens my
commitment to Heartland or my belief in its prospects for future
success. Additionally, as I stated to each of you, I am committed
to cooperating and supporting each of you in our endeavors to
improve the profitability of Heartland.
Sincerely,
/s/ John A. Fanning
John A. Fanning
EXHIBIT 99.1
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RECENT EVENTS
On March 29, 1997, John A. Fanning, Interim President and
Chief Executive Officer, resigned as a Director of the Company. Mr.
Fanning remains Interim President and Chief Executive Officer of
the Company. Further, on March 29, 1997, the remaining Directors
ratified and authorized a Search Committee comprised of Alvin H.
Lane, Jr., Dennis M. O'Rourke and John A. Sprague to conduct a
search for and hire a permanent Chief Executive Officer without
further action from the Board of Directors. In connection
therewith, Jupiter Partners, L.P., the holder of $40,150,000 gross
proceeds of 9% convertible subordinated discount notes issued by
the Company ("Convertible Notes"), and Hunt Capital Group, L.L.C.
and L. Allen Wheeler, principal stockholders of the Company, stated
their intention as security holders of the Company to nominate (or
to request their respective designees to the Board of Directors of
the Company to nominate), upon the selection of a permanent Chief
Executive Officer, a slate of directors comprised of a
representative of each of them, together with the permanent Chief
Executive Officer and three (3) independent directors.
