-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LfDHp/0D8vga8zR10DJ+hrKRp2lj0CK3cWQSNee6FYNKhVzKGSQgpWHRfUPk1XJg lLsvd9DJeYUPxffQTz9QSw== 0000870762-98-000016.txt : 19980226 0000870762-98-000016.hdr.sgml : 19980226 ACCESSION NUMBER: 0000870762-98-000016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980225 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980225 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CELLULAR COMMUNICATIONS INTERNATIONAL INC CENTRAL INDEX KEY: 0000870762 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 133221852 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-19363 FILM NUMBER: 98549436 BUSINESS ADDRESS: STREET 1: 110 E 59TH ST STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2129068480 MAIL ADDRESS: STREET 1: 110 EAST 59TH STREET STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL CELLULAR INC DATE OF NAME CHANGE: 19600201 8-K 1 FORM 8-K 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) FEBRUARY 25, 1998 ----------------- CELLULAR COMMUNICATIONS INTERNATIONAL, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in Charter) Delaware 0-19363 13-3221852 - -------------------------------------------------------------------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 110 East 59th Street, New York, New York 10022 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including area code (212)906-8480 --------------------- - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Item 5. Other Events. - ------ ------------ On February 25, 1998, Cellular Communications International, Inc. (the "Company"), announced that it intended to complete a concurrent offering of EURO 138,000,000 (gross proceeds) (or approximately $150 million of gross proceeds) Senior Discount Notes due 2005 (the "Senior Notes") and $75,000,000 Convertible Subordinated Notes due 2005 (the "Convertible Notes"). A copy of the press release issued by the Company announcing the above is attached hereto as an exhibit and incorporated herein by reference. Item 7. Financial Statements and Exhibits. - ------ --------------------------------- Exhibits 99 Press Release issued February 25, 1998. 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 thereunto duly authorized. CELLULAR COMMUNICATIONS INTERNATIONAL, INC. (Registrant) By: /s/ Richard J. Lubasch ---------------------------------------- Name: Richard J. Lubasch Title: Senior Vice President, Treasurer, Secretary and General Counsel Dated: February 25, 1998 EXHIBIT INDEX ------------- Exhibit Page - ------- ---- 99 Press Release issued on February 25, 1998. EX-99 2 EXHIBIT 99 EXHIBIT 99 [LETTERHEAD OF CELLULAR COMMUNICATIONS INTERNATIONAL, INC.] FOR IMMEDIATE RELEASE PRESS RELEASE CELLULAR COMMUNICATIONS INTERNATIONAL, INC. ANNOUNCES CONCURRENT OFFERING New York, New York (February 25, 1998) - Cellular Communications International, Inc. (Nasdaq: CCIL) announced that it intends to complete a concurrent offering of EURO 138,000,000 (gross proceeds) (or approximately $150 million of gross proceeds) Senior Discount Notes due 2005 (the "Senior Notes") and $75,000,000 Convertible Subordinated Notes due 2005 (the "Convertible Notes"). The Senior Notes will accrue interest for the first five years and then carry a cash-pay coupon and the Convertible Notes will carry a cash-pay current coupon from their issuance. The use of proceeds of these offerings will be to refinance existing indebtedness of the Company. The Senior Notes and the Convertible Notes will not have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, may not be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Senior Notes and the Convertible Notes will be offered and sold within the United States under Rule 144A only to "qualified institutional buyers" and outside the United States in accordance with Regulation S under the Securities Act. * * * * For further information contact: Stanton N. Williams, Vice President-Chief Financial Officer or Richard J. Lubasch, Senior Vice President-General Counsel, at 212-906-8480. -----END PRIVACY-ENHANCED MESSAGE-----