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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): November 8, 2000
METRO ONE TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Oregon 0-27024 93-0995165
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
11200 Murray Scholls Place, Beaverton, Oregon 97007
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 643-9500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On November 8, 2000, Metro One Telecommunications, Inc. (the "Company")
and Sonera Media Holding B.V., a company organized under the laws of the
Netherlands ("Sonera"), entered into a Stock Purchase Agreement (the
"Purchase Agreement"), pursuant to which Sonera agreed to purchase from the
Company 4,000,000 shares of its Common Stock for an aggregate purchase price
of $68 million, or $17 per share, representing after the purchase
approximately 25.5% of the outstanding shares of Common Stock of the Company.
Sonera is a wholly-owned subsidiary of Sonera Corporation, a limited
liability company organized under the laws of Finland, which has guaranteed
the obligations of Sonera under the Purchase Agreement.
The closing of the purchase (the "Closing") is subject to the
satisfaction of certain conditions, including (i) the expiration or
termination of the waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, (ii)the Company and Sonera entering
into an Investment Agreement and a Registration Rights Agreement
substantially in the forms attached to the Purchase Agreement, and
(iii)approval by the Company's shareholders, if required by the Nasdaq
Marketplace Rules.
The Investment Agreement to be entered into by the Company and Sonera
will provide, among other things, for the following:
1. Designation of Directors. The number of members of the Company's
Board of Directors will be increased to seven, and two directors
designated by Sonera will be added to the Board.
2. Sonera's Purchase Rights. If, at any time after the Closing and
prior to the eighth anniversary of the Closing, the Company proposes
to issue or sell for cash any Common Stock, or securities
convertible into or exchangeable for Common Stock, Sonera will have
the right to purchase all or a portion of these securities under
certain circumstances, subject to the overall limitation on Sonera's
maximum percentage interest described below. (The shares purchased
by Sonera under the Purchase Agreement and any shares purchased
pursuant to Sonera's purchase rights are sometimes referred to as
the "Purchased Shares.")
3. Standstill. Prior to the third anniversary of the Closing, Sonera
will be prohibited from acquiring an interest greater than 33% of
the Company's Common Stock on a fully-diluted basis and from taking
certain other actions with respect to the Company, except in limited
circumstances including a tender offer or acquisition by a third
person or group of an interest representing over 33% of the Company
on a fully-diluted basis.
4. Restriction on Transfers of Purchased Shares. Except with respect
to transfers to permitted affiliated transferees, Sonera will be
prohibited from transferring any Purchased Shares prior to the third
anniversary of the Closing; provided, however, that shares may be
sold under certain limited circumstances and, after the second
anniversary of the Closing, pursuant to Rule 144 under the
Securities Act of 1933, as
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amended (the "1933 Act"), or in an offering registered under the
1933 Act pursuant to the Registration Rights Agreement. From the
third to the eighth anniversary of the Closing, if Sonera seeks to
transfer any Purchased Shares to a nonaffiliated transferee, the
Company will have the right to purchase all or designated blocks of
the Purchased Shares under certain circumstances.
5. Sonera Participation in Certain Disposition Transactions. If the
Company initiates any process to effect a change in control (as
defined), Sonera will have the right to participate on at least an
equal basis with any other third party participants in such
negotiations. If the Company effects a change in control, under
certain conditions Sonera shall have tag-along rights and the
Company shall have drag-along rights with respect thereto.
6. Certain Transactions Involving Sonera. In the event that Sonera
enters into a transaction that results in a change in control (as
defined), and such transaction involves a competitor of the Company
(as defined), the Company will have the right to purchase the
Purchased Shares from Sonera or require Sonera to use its reasonable
best efforts to transfer the Purchased Shares to a third person or
persons who are not competitors of the Company (as defined).
Certain of the foregoing rights are subject to termination upon the
occurrence of certain events, such as the failure of Sonera to maintain a
specified number of Purchased Shares or the passage of time.
The Registration Rights Agreement to be entered into by the Company and
Sonera will provide Sonera (and its permitted affiliated transferees and
certain other transferees) with three demand registrations and five piggyback
registrations under the 1933 Act with respect to the Purchased Shares. These
rights may be exercised at any time on or after the second anniversary of the
Closing, or earlier under certain circumstances. These rights do not expire
but are subject to termination in certain circumstances.
This Current Report on Form 8-K is being filed for the purpose of filing
the Press Release dated November 9, 2000 and the Stock Purchase Agreement,
dated as of November 8, 2000, between the Company and Sonera.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
99.1 Press Release, dated November 9, 2000, "Sonera
Invests $68 Million For 25.5% Equity Interest in
Metro One Telecommunications"
99.2 Stock Purchase Agreement dated as of November 8,
2000, between Metro One Telecommunications, Inc.
and Sonera Media Holding B.V., together with forms
of Investment Agreement (Annex I) and Registration
Rights Agreement (Annex II)
</TABLE>
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SIGNATURE
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 thereunto duly authorized.
Date: November 20, 2000
Metro One Telecommunications, Inc.
By: /s/ TIMOTHY A. TIMMINS
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Timothy A. Timmins
President and Chief Executive Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
99.1 Press Release, dated November 9, 2000, "Sonera
Invests $68 Million For 25.5% Equity Interest in
Metro One Telecommunications"
99.2 Stock Purchase Agreement dated as of November 8,
2000, between Metro One Telecommunications, Inc.
and Sonera Media Holding B.V., together with forms
of Investment Agreement (Annex I) and Registration
Rights Agreement (Annex II)
</TABLE>
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