-----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, FA1+8EfWbE7lpcsXUemsfpKWgsUjAY3c+IasWy/VP8Xva5Egu49UKGlqQm4TwN5U AauQ5852wgywbwis/fPlpA== 0000898430-96-004476.txt : 19960924 0000898430-96-004476.hdr.sgml : 19960924 ACCESSION NUMBER: 0000898430-96-004476 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960916 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960920 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PORTACOM WIRELESS INC/ CENTRAL INDEX KEY: 0000907166 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23228 FILM NUMBER: 96633010 BUSINESS ADDRESS: STREET 1: 8055 W MANCHESTER AVE STREET 2: SUITE 730 CITY: PLAYA DEL REY STATE: CA ZIP: 90293 BUSINESS PHONE: 3104484410 MAIL ADDRESS: STREET 1: 8055 W MANCHESTER AVE STREET 2: SUITE 730 CITY: PLAYA DEL REY STATE: CA ZIP: 90293 FORMER COMPANY: FORMER CONFORMED NAME: EXTREME TECHNOLOGIES INC DATE OF NAME CHANGE: 19950127 FORMER COMPANY: FORMER CONFORMED NAME: INTERNATIONAL PCBX SYSTEMS INC DATE OF NAME CHANGE: 19940119 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 SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported) September 16, 1996 ------------------ PORTACOM WIRELESS, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) British Columbia, Canada 0-23228 N/A - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 8055 W. Manchester Avenue, Suite 730, Playa del Rey, California 90293 - -------------------------------------------------------------------------------- (Address of principal executive offices) Registrant's telephone number, including area code: (310) 448-4140 -------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report ================================================================================ Item 5. Other Events - ------- ------------ On May 28, 1996, the Registrant issued a news release announcing an acquisition agreement with Asian American Telecommunications Corporation, a Cayman Islands corporation ("AAT"). A copy of the news release is attached hereto as Exhibit 1 and incorporated herein by reference. On July 18, 1996, the Registrant issued a news release announcing revised terms of the acquisition agreement with AAT. A copy of the news release is attached hereto as Exhibit 2 and incorporated herein by reference. On September 16, 1996, the Registrant issued a news release announcing that it had elected to receive a direct ownership position in AAT rather than completing the previously reported transaction with AAT. A copy of the news release is attached hereto as Exhibit 3 and incorporated herein by reference. Item 7. Exhibit Index - ------- ------------- 99.1. News release issued by the Registrant on May 28, 1996. 99.2. News release issued by the Registrant on July 18, 1996. 99.3. News release issued by the Registrant on September 16, 1996. 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. Dated: September 20, 1996 PORTACOM WIRELESS, INC. By: /s/ J. Michael Christiansen ------------------------------------ J. Michael Christiansen Chief Financial Officer -2- EXHIBIT INDEX -------------
Exhibit Description Page - ------- ----------- ---- 99.1 News release issued by the Registrant on May 28, 1996. 4 99.2 News release issued by the Registrant on July 18, 1996. 8 99.3 News release issued by the Registrant on September 16, 1996. 11
-3- EX-99.1 2 NEWS RELEASE DATED MAY 28, 1996 EXHIBIT 99.1 -4- PORTACOM WIRELESS, INC. 8055 W. Manchester Avenue, Suite 730 Playa del Rey, California 90293 (310) 448-4140 FOR IMMEDIATE RELEASE - --------------------- May 28, 1996 Investor Relations International: Tom Madden (800) 941-1558 VSE: PCW OTC: PCWIF http://www.portacom.com PORTACOM WIRELESS AGREES TO ACQUIRE ASIAN AMERICAN TELECOM CORPORATION Playa del Rey, CA -- PortaCom Wireless, Inc. announced today the signing of an agreement to acquire all of the outstanding shares of Asian American Telecommunications Corporation ("AAT"), a Los Angeles-based telecom services developer. The Company has agreed, subject to certain approvals and conditions outlined herein, to issue a total of 25.5 million common shares to the shareholders of AAT, which will result in the Company having approximately 43 million shares outstanding on a fully diluted basis, including approximately 3 million shares issuable upon the closing of certain other previously announced pending transactions. The agreement also calls for the Company to fund the ongoing operating expenses and contractual obligations of AAT until the acquisition closes and, subsequent to the closing of an equity financing, to retire the outstanding liabilities of AAT in an amount not to exceed US$1,455,000. In connection with the transaction, Mr. Max E. Bobbitt, President and CEO of AAT, has agreed to join the Board of Directors of the Company as Chairman. In 1995, Mr. Bobbitt retired from ALLTEL Corporation, a NYSE and Fortune 500 telecommunications and information services company. During his twenty-four year career with ALLTEL, Mr. Bobbitt served as a director and held various executive-level positions including President, COO and CFO. Additionally, Mr. Bobbitt currently serves as a director of WorldCom, Inc., the fourth-largest long distance company in the United States. Mr. Bobbitt owns or controls approximately 41% of AAT and is to receive a salary from the Company of US$15,000 per month for acting as its Chairman. Douglas C. MacLellan, President and CEO of the Company, will immediately assume the position of Vice Chairman of AAT to assist in the finalization of telecommunications contracts in China currently under negotiation by AAT. Mr. MacLellan owns approximately 3% of AAT. The acquisition agreement between the Company and AAT is subject to appropriate regulatory approval and is subject to AAT having completed a joint venture contract in China so as to form a Chinese company ("China Co.") whose business shall be a significant telecommunications project in China. The acquisition agreement is also subject to, among other things, the following: 1. respective shareholder approvals (and in particular, approval of the Company's shareholders to the absolute change in control of the Company resulting from the issuance of the 25.5 million shares of the Company); PortaCom Wireless, Inc. News Release May 28, 1996 Page 2 of 3 2. a fairness opinion from a qualified investment banking firm satisfactory to the Company as to the fairness of the transaction from a financial point of view to the shareholders of the Company; 3. certain systems building arrangements being in place with China Co.; 4. requisite approvals from the Ministry of Foreign Trade and Commerce ("MOFTEC") of the Peoples Republic of China ("PRC") and such other foreign governmental agencies as may be required; 5. a business license for China Co. having been received from the State Administration of Industry and Commerce of the PRC; 6. the listing of the Company's shares for trading on the NASDAQ system. After receipt of the required shareholder and regulatory approvals, the AAT acquisition will close with the 25.5 million common shares of the Company to be issued as follows: 1. 8.5 million shares upon AAT signing a joint venture contract and receiving a business license requiring no additional governmental approval respecting a mobile wireless telecom venture in a specified province of the PRC (or an equivalent venture) (the "First Venture"); 2. 17 million shares upon AAT signing a joint venture contract and receiving a business license and approval from MOFTEC respecting a local service telecom venture in a second specified province of the PRC covering a market of at least 50 million in population (or an equivalent venture) (the "Second Venture"). The acquisition may close with either of the First Venture or the Second Venture being finalized. In the event the acquisition is closed based upon the Second Venture, or upon finalization within one year of contracts covering markets totaling at least 50 million in population, the balance of the remaining 25.5 million shares will be issued to the AAT shareholders. The Company expects the aforesaid conditions to be satisfied and the Company's acquisition of AAT to be closed during the third quarter of 1996. The Company announced by news release dated May 8, 1996 that it had arranged a brokered private placement of US$20,130,000 of special warrants at US$3.30 per special warrant. The Company has now determined that the private placement will be non-brokered and placed directly by the Company. In this regard, the Company proposes to pay finder fees of up to 5% of the gross proceeds on certain of the placements. The private placement price will remain at US$3.30, however, the Company will issue Units rather than special warrants. Each Unit shall consist of one common share and one-half warrant, as described in the Company's May 8th news release. However, because special warrants are not being issued, there shall be no provision to increase the number of shares and warrants in the event a final prospectus has not been cleared within 150 days after closing the placement. PortaCom Wireless, Inc. News Release May 28, 1996 Page 3 of 3 It is anticipated that the proceeds of this financing will be advanced to the Company upon the execution of either the First Venture or the Second Venture (for the purpose of funding the interim operations and contractual obligations of AAT) and prior to the closing of the private placement and the acquisition of AAT by the Company. Because the private placement of the Units will not receive regulatory approval and therefore will not be issued until the acquisition of AAT by the Company has closed, in the event that the acquisition is not closed on or before December 31, 1996, advances made to the Company in connection with the private placement will be converted into equity of AAT based on a valuation of US$84 million for AAT on a "pre-financing" basis. PortaCom Wireless, Inc. is engaged in ventures as a developer and operator of companies providing cellular, wireless, and PSTN telecommunications services in selected developing world markets. PortaCom intends to make significant investments primarily in wireless, cellular, PSTN, and long distance networks in order to provide coverage and high-quality service in selected emerging markets. PortaCom's business development strategy is focused on emerging markets in Asia- Pacific, Eastern Europe and Latin America. ON BEHALF OF THE BOARD OF DIRECTORS /s/ J. MICHAEL CHRISTIANSEN ------------------------------------------- J. Michael Christiansen Executive Vice President and CFO The Vancouver Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. THIS NEWS RELEASE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE ABOVE REFERENCED SECURITIES IN ANY JURISDICTION OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH JURISDICTION. EX-99.2 3 NEWS RELEASE DATED JULY 18, 1996 EXHIBIT 99.2 -8- PORTACOM WIRELESS, INC. 8055 W. Manchester Avenue, Suite 730 Playa del Rey, California 90293 (310) 448-4140 FOR IMMEDIATE RELEASE - --------------------- July 18, 1996 Contact: Douglas MacLellan (310) 448-4140 VSE: PCW OTC: PCWIF http://www.portacom.com PORTACOM WIRELESS ANNOUNCES AAT FINANCING; AGREES TO ADJUST TERMS OF AAT ACQUISITION Playa del Rey, CA -- PortaCom Wireless, Inc. announced that Asian American Telecommunications Corporation ("AAT") has completed a total of approximately US$25,000,000 (C$34,000,000) in financing for its telecommunications joint venture in Sichuan province, China. This AAT financing is comprised of an equity private placement of approximately US$15,000,000 and a US$10,000,000 convertible credit facility. These direct investments in AAT have been arranged in lieu of completing the Company's previously announced US$20 million private placement. Further to the Company's news release of May 28, 1996, the Company announced that it has agreed to adjust the terms of its acquisition agreement with AAT to take into account the above described financing. As a result, the Company has agreed, subject to certain approvals and conditions, to issue 38.0 million common shares to the current AAT shareholders plus up to an additional 12.5 million common shares to the new AAT investors. This will result in the Company having approximately 62.6 million primary shares outstanding, or approximately 72.3 million shares on a fully diluted basis. The fully diluted shares include approximately 6.3 million new warrant shares to be issued in exchange for warrants held by new AAT investors. The revised acquisition agreement calls for AAT to fund its own operating expenses, contractual obligations and other liabilities until the acquisition closes. The Company expects the acquisition of AAT to be closed during the third or fourth quarter of 1996. Further to the Company's announcement dated October 20, 1995, the Company announces that it has terminated two pending acquisitions that had not yet received regulatory approval, thereby eliminating the potential issuance of approximately 3.1 million new shares. In addition, during the interim period prior to the closing of the AAT acquisition, Max E. Bobbitt, Lawrence A. McLernon and Larry E. Wolfe have agreed to resign from their respective positions with the Company in order to focus all of their professional efforts with AAT on the development of new and existing joint venture projects in China. Upon the closing of the acquisition, Messrs. Bobbitt, McLernon and Wolfe have also agreed to enter into employment agreements for minimum three-year terms to operate the combined PortaCom/AAT enterprise as Chairman and CEO, President and COO, and Executive Vice President and CFO, respectively. Mr. Bobbitt, President and CEO of AAT, retired from ALLTEL Corporation in 1995. ALLTEL is a NYSE and Fortune 500 telecommunications and information services company. During his twenty- PortaCom Wireless News Release July 18, 1996 Page 2 of 2 four year career with ALLTEL, Mr. Bobbitt served as a director and held various executive officer positions including President, COO and CFO. Additionally, Mr. Bobbitt currently serves as a director of WorldCom, Inc., the fourth-largest long distance company in the United States. Mr. McLernon is the founding partner and Senior Managing Director of McLernon & Associates, Ltd. ("M&A"), a business development and management consulting firm located in Columbus, Ohio. He is also a co-founder and former CEO of LiTel Telecommunications (now LCI International, Inc.), a long distance service provider. Under Mr. McLernon's direction and leadership, LiTel/LCI grew from a pure start-up venture to over $250 million in revenues and was one of the first companies to build and operate a fiber optic network for long distance transmissions. Mr. Wolfe is a Managing Director of M&A and was a co-founder of LiTel. He served as Chief Financial Officer of LiTel/LCI from its inception through late 1993 and was responsible for financings totaling over $1 billion, including an initial public offering and a subsequent preferred stock offering. AAT and China Huaneng Technology Development Corporation ("China Huaneng") have entered into a joint venture named Huaneng American Telecom Co., Ltd. ("HAT"). HAT has entered into a Network System Cooperation Contract with China United Telecommunications Corporation ("China Unicom"). Under the terms of the contract, HAT will provide financial, engineering and technical support for China Unicom's construction and operation of a Public Switched Telecommunications Network (PSTN) in Sichuan province. The 1996 initial project will require approximately US$29.5 million to construct China Unicom's initial PSTN network in the capital city of Chengdu in Sichuan province. AAT expects all regulatory approvals to be obtained and the contracts to become operational within the next several weeks. PortaCom Wireless, Inc. is engaged in ventures as a developer, financier or operator of companies providing cellular, wireless, and PSTN telecommunications services in selected developing world markets. PortaCom intends to make significant investments primarily in wireless, cellular, PSTN, and long distance networks in order to provide coverage and high-quality service in selected emerging markets. PortaCom's business development strategy is focused on emerging markets in the People's Republic of China and Vietnam. ON BEHALF OF THE BOARD OF DIRECTORS /s/ DOUGLAS C. MACLELLAN ---------------------------------------- Douglas C. MacLellan President and CEO The Vancouver Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. EX-99.3 4 NEWS RELEASE DATED SEPTEMBER 16, 1996 EXHIBIT 99.3 -11- PORTACOM WIRELESS, INC. 8055 W. Manchester Avenue, Suite 730 Playa del Rey, California 90293 (310) 448-4140 FOR IMMEDIATE RELEASE - --------------------- September 16, 1996 Contact: Douglas MacLellan (310) 448-4140 or VSE: PCW Tom Madden OTC: PCWIF (800) 941-1558 PORTACOM WIRELESS AGREES TO RECEIVE EQUITY STAKE IN ASIAN AMERICAN TELECOMMUNICATIONS Playa del Rey, CA -- Further to the Company's news release dated July 18, 1996, PortaCom Wireless, Inc. announced that, due to significant tax and regulatory considerations, it has elected to receive a direct ownership position in Asian American Telecommunications Corporation ("AAT") rather than completing the proposed merger between AAT and the Company. This direct ownership transaction will be made up of 2,000,000 common shares and three-year warrants to acquire 4,000,000 common shares of AAT at a price of US$4.00 per share, plus an immediate payment of US$1,000,000 in cash from AAT to PortaCom. This transaction does not require Vancouver Stock Exchange or other regulatory approval. The 2,000,000 common shares of AAT will be held in escrow until January 1, 1999 to cover potential liabilities related to this transaction. The Company's equity stake in AAT is currently equivalent to approximately 17.4%, on a fully diluted basis. AAT has a total of approximately 34.6 million shares outstanding on a fully diluted basis. The Company currently has approximately 11.9 million common shares issued and outstanding, and 15.4 million shares on a fully diluted basis. AAT and China Huaneng Technology Development Corporation ("China Huaneng") have entered into a joint venture named Sichuan Tai Li Feng Telecommunications Company, Ltd. ("STT"), formerly known as HAT. STT has entered into a Network System Cooperation Contract with China United Telecommunications Corporation ("China Unicom"). Under the terms of the contract, STT will provide financial, engineering and technical support for China Unicom's construction and operation of a Public Switched Telecommunications Network (PSTN) in Sichuan province. The 1996 project will require approximately US$29.5 million for construction of China Unicom's initial PSTN network in the capital city of Chengdu. Sichuan has an estimated population of 120 million. The capital city of Chengdu and the City of Chongqing have a combined population of approximately 25 million. The STT Joint Venture has received all necessary approvals from the Sichuan Commission of Foreign Trade and Economic Cooperation ("COFTEC") and the State Administration of Industry and Commerce ("SAIC") to operate its business in Sichuan province, China. PortaCom Wireless News Release September 16, 1996 Page 2 of 2 PortaCom Wireless, Inc. is actively pursuing business ventures as a developer, financier and operator of companies providing cellular, wireless, and PSTN telecommunications services in selected developing world markets. PortaCom intends to make significant investments primarily in wireless, cellular, PSTN, and long distance networks in order to provide coverage and high-quality service in selected emerging markets. PortaCom's current business development strategy is highly focused on Vietnam, Cambodia and other emerging market opportunities. ON BEHALF OF THE BOARD OF DIRECTORS /s/ DOUGLAS C. MACLELLAN ---------------------------------------- Douglas C. MacLellan President and CEO The Vancouver Stock Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release. -----END PRIVACY-ENHANCED MESSAGE-----