-----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, Hv0Kp2RrRQXdC8hwRVI7PoiIVxQ90UdKbeUL+d2whmN6Bj03bnPr3JRaDFmJlKi0 p6v+51+jZgoCrRqOt7fn2Q== 0000870762-98-000020.txt : 19980313 0000870762-98-000020.hdr.sgml : 19980313 ACCESSION NUMBER: 0000870762-98-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980311 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980312 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: 98564551 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 - MARCH 11, 1998 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) MARCH 11, 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 March 11, 1998, Cellular Communications International, Inc. (the "Company"), announced that it priced a concurrent offering of Senior Notes due 2005 (the "Senior Notes") and Convertible Subordinated Notes due 2005 (the "Convertible Notes" and, together with the Senior Notes, the "Notes"). The Company will raise approximately Euro 147 million (approximately $163 million) of gross proceeds from the issue of the Senior Notes and approximately $75 million from the issue of 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 March 11, 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: March 11, 1998 EXHIBIT INDEX Exhibit Page 99 Press Release issued on March 11, 1998. EX-99 2 EXHIBIT 99 EXHIBIT 99 FOR IMMEDIATE RELEASE CELLULAR COMMUNICATIONS INTERNATIONAL, INC. PRICES CONCURENT OFFERING New York, New York (March 11, 1998) - Cellular Communications International, Inc. (Nasdaq: CCIL) announced today that it priced a concurrent offering of Senior Notes due 2005 (the "Senior Notes") and Convertible Subordinated Notes due 2005 (the "Convertible Notes" and, together with the Senior Notes, the "Notes"). The Company will raise approximately Euro 147 million (approximately $163 million) of gross proceeds from the issue of the Senior Notes and approximately $75 million from the issue of the Convertible Notes. The Senior Notes will be issued at 62.455% of the aggregate principal amount at maturity of the Senior Notes. The issue price of each Senior Note represents a yield to maturity of 9.55%. There will be no periodic cash interest payments on the Senior Notes until October 1, 2003, at which time cash interest on the Senior Notes will be payable semiannually at a rate of 9.50%. The Convertible Notes are convertible at the option of the holder into shares of the Company's common stock at any time at or before maturity at a conversion rate of $59.92 per share. The Convertible Notes shall bear interest at a rate of 6.00% which is payable semiannually, commencing October 1, 1998. Use of proceeds of the offering will be to refinance existing indebtedness of the Company. The Notes will not be 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 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 to "qualified institutional buyers." ***** For information please 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-----