-----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, GPNLXOC6+OSu0uDNrDsu4wDbQYJ+Hwi9zGy4bjIPbUtDad4+hdq23EwgD2BNhVgP qAVJnhREUVT4wSfmm0KsmA== 0000912057-96-010476.txt : 19960522 0000912057-96-010476.hdr.sgml : 19960522 ACCESSION NUMBER: 0000912057-96-010476 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960508 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960521 SROS: NONE 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: 96570522 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 8-K 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 8, 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 File No.) (I.R.S. Employer of incorporation) Identification No.) 8055 West Manchester Avenue, Suite 730 Playa del Rey, California 90293 - -------------------------------------------------------------------------------- (Address of principal executive offices and zip code) Registrant's telephone number, including area code: (310) 448-4140 ----------------------- Item 5. OTHER EVENTS. On May 8, 1996, PortaCom Wireless, Inc. (the "Corporation") issued a press release regarding a proposed private placement of special warrants. A copy of the press release is attached hereto as Exhibit 1 and incorporated herein by reference. Item 7. EXHIBITS. 1. Press Release issued by the Corporation on May 8, 1996. -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 hereunto duly authorized. PORATCOM WIRELESS, INC. By: /s/ J. Michael Christiansen --------------------------- J. Michael Christiansen Date: May 20, 1996 -3- EXHIBIT INDEX Exhibit Description Page - ------- ----------- ---- 1 Press Release issued by the Corporation on May 8, 1996. -4- EX-1 2 EXHIBIT 1 - PRESS RELEASE EXHIBIT 1 PORTACOM WIRELESS, INC. 8055 W. Manchester Avenue, Suite 730 Playa del Rey, California 90293 (310) 448-4140 FOR IMMEDIATE RELEASE - --------------------- May 8, 1996 Investor Relations International: Tom Madden (800) 941-1558 VSE: PCW OTC: PCWIF http://www.portacom.com US$20,130,000 PRIVATE PLACEMENT OF SPECIAL WARRANTS Playa del Rey, CA -- PortaCom Wireless, Inc. announces that it has negotiated a brokered private placement of up to 6,100,000 special warrants at a price of US$3.30 per special warrant for aggregate gross proceeds of up to US$20,130,000. Each special warrant will be exchangeable for one share of common stock and one-half warrant to purchase one share of common stock, provided that if a final prospectus has not been cleared within 150 days after the closing of the placement, each special warrant will be exchangeable for 110% of the shares and warrants into which it would otherwise be exchangeable. Each regular warrant will entitle the holder to purchase one share of common stock at a price of US$4.40 per share within one year of the closing. The Company proposes to pay placement fees of 7.0% of the gross proceeds of the offering and to issue one-year broker warrants to purchase up to an additional 610,000 shares of common stock at US$3.30 per share and up to an additional 305,000 shares of common stock at US$4.40 per share. The closing of the placement is subject to regulatory approval and other conditions. These securities will not be registered under the United States Securities Act of 1933 and may not be offered or sold in the United States (or to a "U.S. person", as defined in Rule 902 promulgated under the Act) absent registration or an applicable exemption from the registration requirements. The proceeds of the offering will be used to fund development expenses for the acquisition of certain telecommunications licenses in Asia, for deposits on equipment orders, and for working capital. PortaCom Wireless, Inc. is engaged in ventures as a developer and operator of companies which will provide cellular and wireless telecommunications services in selected developing world markets. The Company intends to make significant investments primarily in wireless, cellular and long distance networks in order to provide coverage and high-quality service. 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 // 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. -----END PRIVACY-ENHANCED MESSAGE-----