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
Date of Report (Date of earliest event reported): June 30, 1998
APPLIED CELLULAR TECHNOLOGY, INC.
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(Exact name of registrant as specified in its charter)
Missouri 000-26020 43-1641533
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
400 Royal Palm Way, Suite 410, Palm Beach, Florida 33480
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(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: 561-366-4800
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Item 2. Acquisition or Disposition of Assets.
Pursuant to a Combination Agreement, effective as of May 15, 1998, between
Applied Cellular Technology, Inc. (the "Company") and Commstar Limited, a
publicly traded company registered in Canada ("Commstar"), the Company and
Commstar combined and Commstar became a wholly-owned subsidiary of the Company.
The Combination was approved by Commstar's shareholders at a meeting on June 22,
1998 and the transaction closed on June 30, 1998. For accounting purposes, the
effective date of the transaction was May 1, 1998.
The purchase price was Canadian $17,700,000 (US$12,057,221) and is to be
satisfied by the Company issuing up to a maximum of 3,417,580 shares of its
common stock, $0.001 par value, valued at $3.528 per share. Holders of
Commstar's 12,195,403 outstanding common shares will exchange their common
shares for Exchangeable Shares of Commstar, which will be further exchangeable
into or redeemable for shares of the Company's common stock, $.001 par value, at
the exchange ratio of 3.57 Exchangeable Shares for one share of the Company's
common stock, or a total of 3,416,079 shares of the Company's common stock.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired:
Financial statements of Commstar are not required to be filed
pursuant to Rule 3.05(b) of Regulation S-X of the Securities
Exchange Act of 1934.
(b) Pro forma financial information
Pro forma financial information , pursuant to Rule 11-01 of
Regulation S-X of the Securities Exchange Act of 1934, will be
filed by amendment to this Form 8-K, as soon as such information
is available.
(c) Exhibits.
99.1 Form of Plan of Arrangement of Commstar (incorporated herein
by reference to Exhibit 99.1 to the Company's Registration
Statement on Form S-3 (File No. 333-57613) filed with the
Commission on June 24, 1998)
99.2 Form of Voting and Exchange Trust Agreement among the
Company, Commstar and Montreal Trust Company of Canada
(incorporated herein by reference to Exhibit 99.2 to the
Company's Registration Statement on Form S-3 (File No.
333-57613) filed with the Commission on June 24, 1998)
99.3 Form of Support Agreement between the Company and Commstar
(incorporated herein by reference to Exhibit 99.3 to the
Company's Registration Statement on Form S-3 (File No.
333-57613) filed with the Commission on June 24, 1998)
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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.
APPLIED CELLULAR TECHNOLOGY, INC.
(Registrant)
Date: July 14, 1998 /s/ David A. Loppert
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Vice President
