-----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, MXWeHrq37cLuHq+MbPJ9OlL5J2QRD39XXj+5j8n6MnGYlsPslLYKURj7nBD8PsMt RiZiV6r3tyJEyYnz5d/YWA== 0000910680-98-000148.txt : 19980313 0000910680-98-000148.hdr.sgml : 19980313 ACCESSION NUMBER: 0000910680-98-000148 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980225 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980312 SROS: NASD 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: SEC FILE NUMBER: 000-19437 FILM NUMBER: 98564362 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 DATE OF EARLIEST EVENT REPORTED: FEB. 25, 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): February 25, 1998 CELLULAR TECHNICAL SERVICES COMPANY, INC. ----------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware ----------------------------------------------------------------------- (State or other jurisdiction of incorporation) 0-19437 11-2962080 ----------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 2401 Fourth Avenue, 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) ================================================================================ This Current Report on Form 8-K is filed by Cellular Technical Services Company, Inc., a Delaware corporation (the "Company") in connection with the matters described herein. Item 5. Other Events On March 3, 1998, the Company issued a press release (the "Press Release") reporting that the Company and U.S. Wireless Corporation announced the signing of a Letter of Intent (dated February 25, 1998) calling for the combining of the two companies. A copy of the Press Release is attached to this report as Exhibit 99.01 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial statements of business acquired: Not applicable. (b) Pro forma financial information: Not applicable. (c) Exhibits: 99.01: Press Release dated March 3, 1998. -2- 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 thereunto duly authorized. CELLULAR TECHNICAL SERVICES COMPANY, INC. Date: March __, 1998 By: /s/ Michael E. McConnell -------------------------------- Michael E. McConnell Chief Financial Officer -3- EXHIBIT INDEX Exhibit Number Description - --------- ---------------------------------------------------------- 99.01 Press Release dated March 3, 1998. -4- EX-99 2 EX.99.01 - PRESS RELEASE Exhibit 99.01 ------------- - -------------------------------------------------------------------------------- NEWS RELEASE - -------------------------------------------------------------------------------- CTS U.S. WIRELESS CORPORATION CELLULAR TECHNICAL SERVICES COMPANY, INC. - ------------------------- ----------------------------------------- COMPANY CONTACT: COMPANY CONTACT: David S. Klarman Joseph D. Pititto Vice President and General Counsel Director, Investor Relations Tel: (510) 327-6202 Tel: (516) 887-0727 david@uswcorp.com MEDIA CONTACT: Jeyran Ghara Southard Communications Inc. Tel: 212-777-2220 Jeyran@southardine.com U.S. Wireless Corporation and Cellular Technical Services Company Announce Letter Of Intent To Combine Companies San Ramon, CA, March 3, 1998 -- U.S. Wireless Corporation (NASDAQ Symbol: USWC) and Cellular Technical Services Company, Inc. (NASDAQ Symbol: CTSC) today announced the signing of a letter of intent calling for the combining of the two companies. The letter of intent provides U.S. Wireless with the option to acquire or merge with CTSC. Under either option, upon completion of the transaction the shareholders of CTSC and USWC will each own 50 percent of the shares of the resulting company. The board of directors of the resulting company will be controlled by the stockholders of USWC. The companies have commenced a 45-day due diligence and final agreement negotiation process. In connection with the merger, the letter of intent calls for the companies to seek approximately $15 million in new financing. Dr. Oliver Hilsenrath, President and CEO of U.S. Wireless, said "We have today an opportunity to build a market leader in the area of value added cellular applications and services. We believe the effectiveness of RadioCamera in both metropolitan and heavily built suburban environments is a major competitive advantage over other proposed solutions to wireless caller location. Combining the strength of the RadioCamera with the widely deployed CTSC Blackbird fraud interdiction system in 40 markets throughout the nation will give us an efficient nationwide rollout platform from which to offer a solution to wireless carriers for meeting the FCC Emergency 9-1-1 phase II mandate." Stephen Katz, CTSC Chairman and CEO said, "Our combined companies will be able to provide value-added products and service to carriers deploying both analog and digital networks, including domestic and international cellular and PCS providers. We believe the CTSC investment in deploying the Blackbird fraud interdiction network in thousands of base stations throughout the United States will help springboard the joint team into a position of leadership in the promising future of mobile wireless information services." -- more -- U.S. Wireless and CTS Sign Letter-of-Intent, pg. 2: Founded in 1996, U.S. Wireless Corporation is a developer and manufacturer of wireless infrastructure for emergency 911 and other applications. RadioCamera(TM) technology is designed to interface with wireless telecommunications carriers' existing base stations, adding functionality and services while providing the location of cellular callers. CTSC provides technologically advanced solutions for the wireless industry to rapidly and cost-effectively grow their businesses. The company's Blackbird (R) Platform fraud prevention product line is shutting down millions of fraudulent calls each week in more than 40 of the largest markets across the United States, including: Los Angeles, San Francisco, Chicago, Detroit, Boston, Atlanta, Milwaukee, Philadelphia, Baltimore, Washington D.C., San Diego. Special Note Regarding Forward-Looking Statements: A number of statements contained in this press release are 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 to differ materially from those expressed or implied in the applicable statements. A description of these risks and uncertainties can be found in the U.S. Wireless Corporation and Cellular Technical Services Company, Inc. filings with the Securities and Exchange Commission. --###-- -----END PRIVACY-ENHANCED MESSAGE-----