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): April 7, 1997
TAL Wireless Networks, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-26110 13-3768554
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification Number)
930 East Arques Avenue 94086-4552
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (408) 523-8000
American Phoenix Group, Inc.
(Former Name or Former Address if Changed Since Last Report)
<PAGE>
Item 5. Other Events
Golden Insurance Company ("Golden Eagle") has filed suit against TAL
Wireless Networks, Inc. ("Registrant") in five separate but related lawsuits.
The suits were filed in Superior Court of California in Orange County on April
7, 1997 and claim damages aggregating approximately $12.5 million plus interest
and costs. The complaints were served on Registrant on May 21, 1997.
The suits also name ECI Construction Services, Inc. ("ECI CS") and
Environmental Control Industries, both former subsidiaries of American Phoenix
Group, Inc., Registrant's predecessor by merger ("APG"), and APG's former
officers and directors and controlling shareholders, Kurt Zimmerman and Daniel
D. Doud.
Golden Eagle seeks reimbursement of losses allegedly incurred in
connection with certain construction projects it purportedly completed. These
projects were commenced in the early 1990's by ECI CS and Environmental Control
Industries, which entities ceased operations a number of years ago.
Registrant is evaluating the claims and is in serious discussions with
Golden Eagle regarding a possible settlement. Registrant may require additional
capital to fund any settlement.
The Company's principal operating subsidiary, Tetherless Access Asia
Limited, an Australian entity engaged in providing wireless data communications
services to customers who are located primarily in developing economies, was
acquired by Registrant in November 1996. As a result, the lawsuits are unrelated
to Registrant's current business and operations.
2
<PAGE>
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, thereto duly authorized.
Date: June 9, 1997
TAL WIRELESS NETWORKS, INC.
By: /s/
Richard Redett, Chairman
<PAGE>
