-----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, MoV3JfHm9Oxqn6zWJBic/1NlNOQiv5+GSmDUwEp30c5d1c+VF2lcfAgkUGHLNiU+ atWDe2GWxyqwI6hkswn3Mw== 0000898430-97-002221.txt : 19970520 0000898430-97-002221.hdr.sgml : 19970520 ACCESSION NUMBER: 0000898430-97-002221 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970509 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970516 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PORTACOM WIRELESS INC/ CENTRAL INDEX KEY: 0000907166 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-23228 FILM NUMBER: 97610801 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 CURRENT REPORT DATED 5/9/97 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) MAY 9, 1997 PORTACOM WIRELESS, INC. - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its Charter) DELAWARE 0-23228 33-0650673 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission File No.) (IRS Employer of Incorporation) Identification No.) 8055 W. MANCHESTER AVENUE, SUITE #730, PLAYA DEL REY, CALIFORNIA 90293 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (310) 448-4140 ITEM 5. OTHER EVENTS On May 9, 1997, the Company announced that it has signed agreements in principle to acquire a controlling interest in a paging telecommunications venture in India for an aggregate consideration of approximately $31 million. The Company will secure, subject to certain conditions, including regulatory approval and financing, an approximate aggregate sixty-five percent (65%) interest in Microwave Communications Ltd. ("MCL"), which owns and operates seven paging licenses covering the principal Indian metropolitan areas of New Delhi, Bombay and Calcutta, the three license areas of Uttar Pradesh, Orissa and North East, and four metropolitan areas in the state of Gujarat. These areas have a combined population of approximately 250 million. Each license is valid for a term of ten years and is renewable thereafter. MCL has been providing paging services under the trade name "Pagelink" to residents in the metropolitan areas covered by its paging licenses since 1995 and in New Delhi since 1996. Currently, it has the third largest paging subscriber base in India, with approximately 71,000 subscribers. Himachal Futuristics Communications Ltd. is the operator of MCL and presently owns thirty-percent (30%) of the share capital of MCL. Under the terms of the agreements, the Company will acquire all of the shares held by an existing group of stockholders who currently own forty-four percent (44%) of MCL, and subscribe for further capital in a capital increase of MCL which will result in PortaCom becoming the effective owner of approximately sixty-five percent (65%) of MCL. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS The following is furnished as an Exhibit to this Report: 99.1 Press Release dated May 9, 1997 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: May 15, 1997 PORTACOM WIRELESS, INC By: /s/ Michael A. Richard ------------------------------ Michael A. Richard Vice President, Accounting EX-99.1 2 PRESS RELEASE DATED MAY 9, 1997 EXHIBIT 99.1 PORTACOM WIRELESS, INC. 8055 W. Manchester Avenue, Suite 730 Playa del Rey, California 90293 (310) 448-4140 http://ssnn.com FOR IMMEDIATE RELEASE - ----------------------- May 9, 1997 Contact: Thomas Madden (206) 815-1076 VSE: PCW (800) 941-1558 OTC: PCWR E-Mail: Investor2k@aol.com PORTACOM WIRELESS SIGNS AGREEMENTS TO ACQUIRE CONTROLLING INTEREST IN A PAGING TELECOMMUNICATIONS COMPANY IN INDIA Playa del Rey, CA- PortaCom Wireless, Inc. ("PortaCom") announces that it has signed agreements in principle to acquire a controlling interest in a paging telecommunications venture in India. PortaCom will secure, subject to certain conditions, including regulatory approval, an approximate aggregate sixty-five percent (65%) interest in Microwave Communications Ltd. ("MCL"), which owns and operates seven paging licenses covering the principal Indian metropolitan areas of New Delhi, Bombay and Calcutta, the three license areas of Uttar Pradesh, Orissa and North East, and four metropolitan areas in the state of Gujarat. These areas have a combined population of approximately 250 million. Each license is valid for a term of ten years and is renewable thereafter. MCL has been providing paging services under the trade name "Pagelink" to residents in the metropolitan areas covered by its paging licenses since 1995 and in New Delhi since 1996. Currently, it has the third largest paging subscriber base in India, with approximately 71,000 subscribers. Himachal Futuristics Communications Ltd. ("HFCL") is the operator of MCL and presently owns thirty-percent (30%) of the share capital of MCL. Under the terms of the agreements, PortaCom will acquire all of the shares held by an existing group of stockholders who currently own forty-four percent (44%) of MCL, and subscribe for further capital in a capital increase of MCL which will result in PortaCom becoming the effective owner of approximately sixty-five percent (65%) of MCL. PortaCom is pursuing business ventures as a developer and operator of companies providing cellular, wireless, paging and PSTN telecommunications services in select international markets. Through its majority-owned subsidiary American Cambodian Telecommunications Ltd., it holds a twenty-five year renewable license to develop a mobile wireless system in the Kingdom of Cambodia. PortaCom also holds a minority interest in Metromedia Asia Corporation, a subsidiary of Metromedia International Group (AMEX:MMG), which is active in the build-out of multiple telecommunication projects in the Peoples Republic of China. The Company intends to conduct its business operations through joint ventures with local strategic partners and through controlling interests in companies that have previously been granted licenses for wireless, cellular, PSTN and long distance networks which provide broad coverage and quality service. Its current business development strategy is centered on Cambodia, India, Vietnam and other emerging market opportunities where economic growth is characterized by an expanding need for telecommunications services. 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 the release. -----END PRIVACY-ENHANCED MESSAGE-----