-----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, GbHNInwT7tGlxy2AOIWfzCxHAHqe2cTQaGQZqIJWX6EzkUaiLVVRz7rM1pGhNbsw nj7NBUliXUMOWId9ubY8pQ== 0000910680-02-000572.txt : 20020613 0000910680-02-000572.hdr.sgml : 20020613 20020613161359 ACCESSION NUMBER: 0000910680-02-000572 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020612 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020613 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CELLULAR TECHNICAL SERVICES CO INC CENTRAL INDEX KEY: 0000876378 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 112962080 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19437 FILM NUMBER: 02678370 BUSINESS ADDRESS: STREET 1: 2401 FOURTH AVE STREET 2: SUITE 808 CITY: SEATTLE STATE: WA ZIP: 98121 BUSINESS PHONE: 2064436400 MAIL ADDRESS: STREET 1: 2401 4TH AVENUE SUITE 808 CITY: SEATTLE STATE: WA ZIP: 98121 8-K 1 d810895.txt FORM 8-K - 6/12/2002 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 12, 2002 CELLULAR TECHNICAL SERVICES COMPANY, INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 0-19437 11-2962080 -------- ------- ---------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File No.) Identification No.) 2815 Second Avenue, Suite 100, Seattle, Washington 98121 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (206) 443-6400 Not Applicable - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS On June 14, 2002, trading of Cellular Technical Services Company, Inc. (the "Company"), common stock will move from the Nasdaq National Market to the Nasdaq Small Cap Market. The Company's common stock will continue trading under its current symbol (CTSC). The Company issued a press release regarding the above on June 12, 2002 that is filed herewith as an exhibit. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) Exhibits -------- 99.1 Press Release dated June 12, 2002 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: June 13, 2002 Cellular Technical Services Company, Inc. By: /s/ Bruce R. York -------------------------------------- Name: Bruce R. York Title: Vice President and Chief Financial Officer 3 EXHIBIT INDEX ------------- Exhibit No. Description - ----------- ----------- 99.1 Press Release dated June 12, 2002 1 EX-99 3 f8kex99_1.txt EX-99.1 - PRESS RELEASE - 6/12/02 Exhibit 99.1 FOR IMMEDIATE RELEASE Company Contact: Bruce R. York Vice President and CFO (206) 733-8180 CELLULAR TECHNICAL SERVICES ANNOUNCES MOVE TO NASDAQ SMALL CAP MARKET Seattle, June 12, 2002 - Cellular Technical Services Company, Inc. (Nasdaq NM Symbol: CTSC) ("CTS"), a provider of products and services for the prepaid and wireless communications industries, announced today that trading of its common shares will be moved from the Nasdaq National Market to the Nasdaq Small Cap Market effective at the opening of business on June 14, 2002. The change is being made as the market value of CTS' public float (i.e. shares held by non-affiliates) has fallen below the minimum level required in order to remain on the Nasdaq National Market. CTS elected to apply for listing on the Nasdaq Small Cap Market to ensure the continuity of its Nasdaq listing. CTS' common stock will continue trading under its current symbol (CTSC). Daily trading volume and closing price will continue to be available on the same basis as previously available from online services, financial newspapers and general circulation newspapers. Over the past 13 years, CTS has used its experience with real-time wireless call processing to create technologically advanced solutions for the wireless industry, including integrated solutions for fraud management. Today, CTS is building a more diversified organization focusing on two areas: (i) distributing a wide range of prepaid telecommunications products and (ii) developing and marketing a software platform and applications for the emerging wireless location-based services marketplace. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties that could cause actual results for CTS or its affiliates to differ materially from those expressed or implied in the applicable statements. These risks and uncertainties include but are not limited to: vulnerability to rapid industry change and technological obsolescence; limited customer base and reliance on a relatively small number of customers and customer contracts; dependence on a limited number of existing products and services; uncertainty of continued demand for and market penetration of its existing products and services under existing and future contracts; uncertainty in its ability to timely develop, introduce and gain acceptance of new products and services; uncertainty of the demand for and market penetration of new products and services; the possible impact of competitive products and pricing; the risk that its current and future products may contain errors or be affected by technical problems that would be difficult and costly to detect and correct; reliance on a limited number of outside vendors for key components and processes; potential difficulties in managing changing business conditions; dependence on key personnel; the availability of financing; and other risks described in CTS' filings with the Securities and Exchange Commission. -###- -----END PRIVACY-ENHANCED MESSAGE-----