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: November 26, 1996
Tel-Com Wireless Cable TV Corporation
(Exact Name of Registrant as specified in its charter)
Florida 0-25896 59-
3175814
(State of Incorporation) (Commission file No.)
(IRS Employer
ID
Number)
501 Grandview Avenue, Suite 201, Daytona Beach, FL 32018
(Address of Principal Offices)
Registrant's telephone number: (904)-226-9977
Item 5. Other Events.
On November 26, 1996, the Registrant accepted a
subscription from Amber Capital Corporation for the purchase
of two hundred fifty (250) shares ("Shares") of the
Registrant's Series A Convertible Preferred Stock at a price
of $1,000 per share, for a total purchase price of $250,000.
The Shares are convertible into shares of the Registrant's
Common Stock at any time by the purchaser and will be
automatically converted into Common Stock on the effective
date of a registration statement which the Registrant agreed
to file to register the Common Stock issuable upon
conversion of the Shares. The conversion rate for
determining the number of shares of Common Stock issuable
upon conversion of each Share of Series A Preferred Stock
into Common Stock of the Registrant will be equal to the
total price for the share of Series A Preferred Stock
divided by the lesser of (i) an amount equal to sixty-five
percent (65%) of the average of the "bid" for the
Registrant's Common Stock for the five (5) trading days
prior to the effective date of the registration statement,
or (ii) Three and 25/100 Dollars ($3.25). The purchaser is
restricted as to the number of shares of Common Stock it may
sell during each thirty (30) day period following
conversion. A copy of the Subscription Agreement is attached
as an exhibit to this report.
Item 7. Financial Statements and Exhibits.
(c) Schedule of Exhibits. The following exhibits are
furnished in accordance with the provisions of Item 601 of
Regulation S-B:
Exhibit 99.1 Subscription Agreement dated
November 25, 1996, by and between the Registrant and Amber
Capital Corporation.
Exhibit 4.1 Instruments defining the rights of
security holders appear as Exhibits 3.1 and 4.1 to
Registrant's Registration Statement on Form SB-2 filed on
May 3, 1995, and are incorporated herein by reference.
Articles of Amendment to Registrants Articles of
Incorporation authorizing the Series A Preferred Stock are
attached.
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.
Tel-Com Wireless Cable TV
Corporation
Date: December 6, 1996 By: /s/Fernand L.
Duquette
Fernand L. Duquette,
President
clients\tcc\filings\8-k Amber Purchase
5
ARTICLES OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
TEL-COM WIRELESS CABLE TV CORPORATION
Tel-Com Wireless Cable TV Corporation, a corporation
existing under the laws of the State of Florida, pursuant to
Section 607.0602 of the Florida Business Corporation Act,
hereby amends it Articles of Incorporation as follows:
1. Article IV of the Articles of Incorporation is
hereby amended to add a new Section 3 to read as follows:
3. Series A Preferred Stock. The
corporation hereby designates 500 shares of its
authorized but unissued Preferred Stock as Series
A Preferred Stock, which Series A Preferred Stock
shall have the following terms, preferences,
limitations and relative rights:
(a) Voting. The Series A Preferred
Stock shall be nonvoting, and the holders thereof
shall not be entitled to vote on any issue coming
before the shareholders of the corporation.
(b) Dividends. Each holder of record
of shares of Series A Preferred Stock shall be
entitled to share pro rata in such dividends and
other distributions as may be declared from time
to time by the board of Directors out of funds
legally available therefor. Dividends declared on
Series A Preferred Stock shall be paid in
preference to any dividends on Common Stock, and
no cash dividends shall be paid on the Common
Stock if the payment of dividends on the Series A
Preferred Stock shall be in arrears.
(c) Conversion. The shares of Series A
Preferred Stock shall have conversion rights
("Conversion Rights") as follows:
(i) Optional Conversion by
Shareholders. Each share of Series A Preferred
Stock shall be convertible, at the option of the
holder thereof, at any time after the date of
issuance of such share at the office of the
corporation or any transfer agent for such stock,
into shares of the corporation's Common Stock at
the conversion rate set forth in subsection
3(c)(iii) below ("Conversion Rate"). All declared
but unpaid dividends on each share of Series A
Preferred Stock at the time of conversion shall,
at the option of the holder thereof, be paid in
full in cash on the conversion date. No
fractional shares shall be issued. Before any
holder of shares of Series A Preferred Stock shall
be entitled to convert the same into shares of
Common Stock pursuant to this subsection 3(c)(i),
such holder shall surrender the certificate or
certificates representing such shares thereof,
duly endorsed, at the office of the corporation or
any transfer agent for such stock, and shall give
written notice to the corporation at such office
that he elects to convert the same. The
corporation shall, as soon as practicable
thereafter and at its expense, issue and deliver
at such office to such holder a certificate or
certificates for the number of shares of Common
Stock to which he shall be entitled. Such
conversion shall be deemed to have been made
immediately prior to the close of business on the
date of surrender of the certificate(s) for the
shares of Series A Preferred Stock to be
converted, and the person or persons entitled to
receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes
as the record holder or holders of such shares of
Common Stock on such date.
(ii) Automatic Conversion. Each
share of Series A Preferred Stock shall be
automatically converted into share(s) of Common
Stock of the corporation, at the Conversion Rate
set forth in subsection 3(c)(iii) below, on the
effective date of a registration statement
("Registration Statement") filed by the
corporation with the Securities Exchange
Commission ("SEC") to register the shares of
Common Stock of the corporation issuable upon
conversion of all shares of Series A Preferred
Stock. As soon as practicable after the effective
date of the Registration Statement, the
corporation shall notify each holder of Series A
Preferred Stock of the effectiveness of such
Registration Statement. As soon as practicable
following receipt of such notice, each holder of
Series A Preferred Stock shall surrender for
cancellation at the office of the corporation or
any transfer agent for such stock his
certificate(s) representing such shares, duly
endorsed. The corporation shall as soon as
practicable thereafter and at its expense, issue
and deliver at such office to such holder a
certificate or certificates for the number of
shares of Common Stock to which the holder shall
be entitled. Such conversion shall be deemed to
have been made immediately prior to the close of
business on the effective date of the Registration
Statement, and the person or persons entitled to
receive the shares of Common Stock issuable upon
such conversion shall be treated for all purposes
as the record holder or holders of such shares of
Common Stock on such date. Notwithstanding that
any certificate for Series A Preferred Stock
converted into Common Stock under this subsection
3(c)(ii) shall not have been surrendered for
cancellation, the shares represented thereby shall
be deemed no longer to be outstanding, and all
rights with respect to such Series A Preferred
Stock shall forthwith terminate upon the effective
date of the Registration Statement, except the
right to receive shares of Common Stock upon
conversion thereof.
(iii) Conversion Rate. The
number of shares of Common Stock issuable upon
conversion of each share of Series A Preferred
Stock into Common Stock of the corporation
pursuant to either of Sections 3(c)(i) or (ii)
above shall be equal to the total price paid for
the share of Series A Preferred Stock divided by
the lesser of (a) an amount equal to sixty-five
percent (65%) of the average of the "bid" for the
corporation's Common Stock for the five (5)
trading days prior to the effective date of the
Registration Statement, or (b) Three and 25/100
Dollars ($3.25). Fractional shares shall be
treated as set forth in subsection 3(c)(ix).
(iv) Adjustments for
Reorganization, Reclassification, Exchange and
Substitution. In case of any reorganization or
any reclassification of the capital stock of the
corporation, any consolidation or merger of the
corporation with or into another corporation or
corporations, or the conveyance of all or
substantially all of the assets of the corporation
to another corporation, the Conversion Rate for
Series A Preferred Stock then in effect shall,
concurrently with the effectiveness of such
reorganization or reclassification, be
proportionately adjusted such that Series A
Preferred Stock shall be convertible into, in lieu
of the number of shares of Common Stock which the
holders would otherwise have been entitled to
receive, a number of shares of such other class or
classes of stock or other securities or property
equivalent to the number of shares of Common Stock
that would have been subject to receipt by the
holders upon conversion of Series A Preferred
Stock immediately before such event; and, in any
such case, appropriate adjustment (as determined
by the Board) shall be made in the application of
the provisions herein set forth with respect to
the rights and interest thereafter of the holders
of Series A Preferred Stock, to the end that the
provisions set forth herein shall thereafter be
applicable, as nearly as reasonably may be, in
relation to any shares of stock or other property
thereafter deliverable upon the conversion of
Series A Preferred Stock.
(v) No Impairment. The
corporation will not, by amendment of its Articles
of Incorporation or through any reorganization,
transfer of assets, consolidation, merger,
dissolution, issue or sale of securities or any
other voluntary action, avoid or seek to avoid the
observance or performance of any of the terms to
be observed or performed hereunder by the
corporation, but will at all times in good faith
assist in the carrying out of all the provisions
of this Section 3(v) and in the taking of all such
action as may be necessary or appropriate in order
to protect the Conversion Rights of the holders of
Series A Preferred Stock against impairment.
(vi) Notices of Record Date. In
the event of any taking by the corporation of a
record of the holders of any class of securities
for the purpose of determining the holders thereof
who are entitled to receive any dividend or other
distribution, any security or right convertible
into or entitling the holder thereof to receive
Common Stock, or any right to subscribe for,
purchase or otherwise acquire any shares of stock
of any class or any other securities or property,
or to receive any other right, the corporation
shall mail to each holder of Series A Preferred
Stock at least thirty (30) days prior to the date
specified therein, a notice specifying the date on
which any such record is to be taken for the
purpose of such dividend, distribution, security
or right, and the amount and character of such
dividend, distribution, security or right.
(vii) Issue Taxes. The
corporation shall pay any and all issue and other
taxes that may be payable in respect of any issue
or delivery of shares of Common Stock on
conversion of shares of Series A Preferred Stock
pursuant hereto; provided, however, that the
corporation shall not be obligated to pay any
transfer taxes resulting from any transfer
requested by any holder in connection with any
such conversion.
(viii) Reservation of Stock
Issuable Upon Conversion or Exchange. The
corporation shall at all times reserve and keep
available out of its authorized but unissued
shares of Common Stock, solely for the purpose of
effecting the conversion or exchange of the shares
of Series A Preferred Stock, such number of its
shares of Common Stock as shall from time to time
be sufficient to effect the conversion of all
outstanding shares of Series A Preferred Stock;
and if at any time the number of authorized but
unissued shares of Common Stock shall not be
sufficient to effect the conversion or exchange of
all then outstanding shares of Series A Preferred
Stock, the corporation will take such corporate
action as may, in the opinion of its counsel, be
necessary to increase its authorized but unissued
shares of Common Stock to such number of shares as
shall be sufficient for such purpose.
(ix) Fractional Shares. No
fractional share shall be issued upon the
conversion or exchange of any share or shares of
Series A Preferred Stock. All shares of Common
Stock (including fractions thereof) issuable upon
conversion of a holder's Series A Preferred Stock
shall be aggregated for purposes of determining
whether the conversion or exchange would result in
the issuance of any fractional share. If, after
the aforementioned aggregation, the conversion or
exchange would result in the issuance of a
fraction of a share of Common Stock, the
corporation shall, in lieu of issuing any
fractional share, round each fractional share to
the nearest whole share.
(d) Notices. Any notice required by
the provisions of Section 3(c) to be given to the
holders of shares of Series A Preferred Stock
shall be deemed given upon confirmed transmission
by facsimile or telecopy or upon deposit in the
United States mail, postage prepaid, and addressed
to each holder of record at its address appearing
on the books of the corporation. Notwithstanding
the foregoing, if a shareholder to whom notice is
to be given has an address of record which is
outside of the United States, then any notice to
such shareholder under this Section 3(d) shall be
deemed given upon confirmed transmission by
facsimile or telecopy or ten (10) days after
deposit in the United States mail, postage
prepaid, and addressed to such holder at its
address appearing on the books of the corporation.
(e) Liquidation. The holders of record
of shares of Series A Preferred Stock shall be
entitled to receive, upon any voluntary or
involuntary liquidation, dissolution or winding up
of the corporation, One Thousand Dollars ($1,000)
per share plus the amount of all dividends
declared and unpaid with respect to the Series A
Preferred Stock as of the date thereof
("Liquidation Amount"), prior to any distribution
to the holders of Common Stock. If, in any such
case, the assets of the corporation are
insufficient to make such payments in full, then
the available assets will be distributed among the
holders of Series A Preferred Stock ratably in
proportion to the full amount to which each such
holder would have been entitled had the assets of
the corporation been sufficient to make such
payments in full. The holders of record of Series
A Preferred Stock shall not be entitled to any
distribution of assets remaining after payment in
full of the Liquidation Amount.
2. The foregoing Amendment was adopted on December 2,
1996, by the unanimous written consent of the Board of
Directors of the corporation pursuant to Section 607.0821 of
the Florida Business Corporation Act. Pursuant to Section
607.0602 of the Florida Business Corporation Act, no
approval of the amendment was required by the shareholders
of the corporation.
3. Except as modified hereby, the Articles of
Incorporation of the corporation remain in full force and
effect.
Dated this 5th day of December, 1996.
TEL-COM WIRELESS CABLE
TV CORPORATION
By: /s/ Fernand L. Duquette
Fernand L. Duquette,
President
Tel-Com/Investor Resource/Series A prefstkcertdes.doc
