-----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, LuvXmArnOQt/1RowIr5TznFdHJ5b8d1z2aI941oe6bnbquHkxNXhLXD9aPRXm3Ih 8QmKFlPh8EUMnuJM4nGGyA== 0000914749-96-000008.txt : 19960820 0000914749-96-000008.hdr.sgml : 19960820 ACCESSION NUMBER: 0000914749-96-000008 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960819 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAI WIRELESS SYSTEMS INC CENTRAL INDEX KEY: 0000914749 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 061324691 STATE OF INCORPORATION: CT FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-22888 FILM NUMBER: 96617629 BUSINESS ADDRESS: STREET 1: 18 CORPORATE WOODS BLVD STREET 2: THIRD FLOOR CITY: ALBANY STATE: NY ZIP: 12211 BUSINESS PHONE: 5184622632 MAIL ADDRESS: STREET 1: 18 CORPORATE WOODS BLVD STREET 2: 3RD FLOOR CITY: ALBANY STATE: NY ZIP: 12211 10-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE SECURITIES AND EXCHANGE ACT OF 1934 ( ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED] For the fiscal year ended March 31, 1996 OR ( TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission File Number 0-22888 CAI WIRELESS SYSTEMS, INC. (Exact name of registrant as specified in its charter)
Connecticut 06-1324691 (State or other jurisdiction of (IRS Employer Identification No.) incorporation)
18 Corporate Woods Blvd., Third Floor, Albany, NY 12211 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (518) 462-2632 Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934:
Title of Each Class Name of Each Exchange on Which Registered None
Securities Registered Pursuant to Section 12(g) of the Securities Exchange Act of 1934: Common Stock, No Par Value (Title of Each Class) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ____. The aggregate market value of the voting stock held by non-affiliates of the Registrant at June 14, 1996 was approximately $308,600,000. The number of shares of Registrant's Common Stock outstanding on June 14, 1996 was 40,311,472. ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (c) The following exhibits are filed herewith or incorporated herein by reference as indicated:
Incorporation by Reference EXHIBIT NO. DESCRIPTION (SEE LEGEND) 2.1 Asset Purchase Agreement-New York System 5-Exhibit 2 2.2 Bott Acquisition Agreement 2-Exhibit 2 2.3 Agreement and Plan of Merger, as amended, by and 7-Exhibit 2.1 among CAI, CAI Merger Sub and ACS 2.4 Agreement and Plan of Merger by and among CAI, ECN and 7-Exhibit 2.2 ECNW dated as of March 28, 1995 2.5 Asset Purchase Agreement by and among CAI, ECN and ECNMII 7-Exhibit 2.3 dated as of March 28, 1995 2.6 Option Agreement dated March 28, 1996 7-Exhibit 2.4 2.7 Purchase Agreement by and between CAI and WCTV dated as 7-Exhibit 2.5 of March 28, 1995 2.8 Purchase Agreement by and between CAI and AWS dated as of 7-Exhibit 2.6 March 28, 1995 2.9 Agreement and Plan of Merger by and among CAI, HRW and 7-Exhibit 2.7 the Minority Shareholders named therein, dated as of March 28, 1995 2.10 Participation Agreement among Heartland Wireless 9-Exhibit 2.1 Communications, Inc., CAI Wireless Systems, Inc. and CS Wireless Systems, Inc. dated as of December 12, 1995. 2.11 Amendment No. 1 to Participation Agreement among 12-Exhibit 2.2 Heartland Wireless Communications, Inc., CAI Wireless Systems, Inc., and CS Wireless Systems, Inc. dated as of December 12, 1995. 3.1 Amended and Restated Certificate of Incorporation of CAI 9-Exhibit 3.1 3.2 Amended and Restated Bylaws of CAI 9-Exhibit 3.2 4.1 Form of Indenture for Senior Notes 6-Exhibit 4.1 4.2 First Supplemental Indenture 11-Exhibit 4.1 4.3 Form of Escrow Agreement among CAI and Chemical Bank 6-Exhibit 4.30 4.4 Subordinated Unsecured Promissory Note dated August 31, 1-Exhibit 4.7 1993 by and between CAI and Hope E. Carter 4.5 Promissory Note-Bott Family Trust 2-Exhibit 4.1 4.6 Guaranty and Security Agreement-Bott Family Trust 2-Exhibit 4.2 4.7 Promissory Note-Bott 2-Exhibit 4.3 4.8 Guaranty and Security Agreement-Bott 2-Exhibit 4.4 4.9 Term Note due May 9, 2005 in the principal amount of 14-Exhibit 4.9 $15.0 million issued to MMDS Holdings II, Inc. 4.10 Term Note due May 9, 2005 in the principal amount of 14-Exhibit 4.10 $15.0 million issued to NYNEX Holding Company 10.1 1993 Stock Option and Incentive Plan 1-Exhibit 10.1, 3 10.2 Form 1993 Incentive Stock Option Agreement 1-Exhibit 10.2, 3 10.3 Form of 1993 Non-Qualified Stock Option Agreement 1-Exhibit 10.3, 3 10.4 Outside Director's Stock Option Plan 1-Exhibit 10.4, 3 10.5 Form of Outside Director's Stock Option Agreement 1-Exhibit 10.5, 3 10.6 Employment Agreement dated March 21, 1996 by and between 14-Exhibit 10.6 Jared E. Abbruzzese and CAI
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K, continued
INCORPORATION by Reference EXHIBIT NO. DESCRIPTION (SEE LEGEND) 10.7 Letter Agreement dated October 13, 1993 by and between 1-Exhibit 10.10 Hampton Roads Wireless, Inc. and CAI 10.8 Employment Agreement dated October 1, 1993 by and 1-Exhibit 10.9, 3 between George M. Williams and CAI and Amendment to Employment Agreement dated December 15, 1993 10.9 Master Sublease dated June 19, 1993 by and between Tri- 1-Exhibit 10.11 Mark Communications, Ltd. and George Bott 10.10 Agreement between CAI and SNET 1-Exhibit 10.14 10.11 Consulting Agreement dated May 15, 1993 between Jared E. 1-Exhibit 10.7 Abbruzzese and CAI 10.12 Business Relationship Agreement among CAI, its 7-Exhibit 10.13 Subsidiaries and BANX Affiliate dated as of March 28, 1995, as amended by Amendment Agreement No. 1 10.13 Securities Purchase Agreement dated as of March 28, 1995 4-Exhibit 2 among CAI, its Subsidiaries and BANX Partnership, including forms of Stage I and Stage II Warrants 10.14 Stage I Warrant 8-Exhibit 4.19 10.15 Stage II Warrant 14-Exhibit 10.15 10.16 1995 Incentive Stock Plan 14-Exhibit 10.16 10.17 Consulting and Employment Agreement dated as of January 14-Exhibit 10.17 1, 1996 between the Company and John Prisco 10.18 Termination Agreement dated February 23, 1996 between 14-Exhibit 10.18 CAI and Alan Sonnenberg 10.19 Consulting Agreement dated February 23, 1996 between the 14-Exhibit 10.19 Company and Alan Sonnenberg 10.20 Form of Lenders Warrant Agreement for James P. Ashman 1-Exhibit 4.2 with Form of Warrant Certificate attached thereto 10.21 Form of Representative's Warrant Agreement with Form of 1-Exhibit 4.3 Warrant Certificate attached thereto 10.22 Warrant Agreement dated August 30, 1993 between CAI and 1-Exhibit 4.13 Richard McKenzie 10.23 Warrant Agreement dated August 30, 1993 between CAI and 1-Exhibit 4.14 Phil Hempleman 10.24 Warrant Agreement dated September 10, 1993 between CAI 1-Exhibit 4.15 and John Oppenheimer 10.25 Warrant Agreement dated August 30, 1993 between CAI and 1-Exhibit 4.16 Marc Howard 10.26 Warrant Agreement dated September 10, 1993 between CAI 1-Exhibit 4.17 and Les Alexander 10.27 Warrant Agreement dated November 9, 1993 between CAI and 1-Exhibit 4.26 Phil Hempleman 10.28 Warrant Agreement dated November 9, 1993 between CAI and 1-Exhibit 4.27 Marc Howard 10.29 Warrant Agreement dated November 9, 1993 between CAI and 1-Exhibit 4.28 Richard McKenzie 10.30 Warrant Agreement dated November 9, 1993 between CAI and 1-Exhibit 4.29 John Oppenheimer 10.31 Warrant Agreement dated November 9, 1993 between CAI and 1-Exhibit 4.30 Les Alexander
ITEM 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K, continued
INCORPORATION by Reference EXHIBIT NO. DESCRIPTION (SEE LEGEND) 11.1 Schedule Regarding Computation of Loss Per Share 14-Exhibit 11.1 11.2 Schedule Regarding Computation of Fully Diluted 14-Exhibit 11.2 Loss Per Common Share 12. Statements re Computation of Ratios 14-Exhibit 12 21. Subsidiaries of the Registrant 14-Exhibit 21 23.2 Consent of Coopers & Lybrand L.L.P. 14-Exhibit 23.2 27. Financial Data Schedule
LEGEND 1 Incorporated by reference to the exhibits to the Registration Statement on Form S-1 (No. 33-71662). 2 Incorporated by reference to exhibits to the Current Report on Form 8-K dated March 23, 1994 (0-22888) 3 Management contract or compensation plan or arrangement. 4 Incorporated by reference to the exhibits to the Schedule 13D of BANX Partnership dated March 29, 1995, filed with the Commission on April 10, 1995. 5 Incorporated by reference to the exhibit to the Current Report on Form 8-K dated January 9, 1995 (0-22888). 6 Incorporated by reference to the exhibits to the Registration Statement on Form S-1 (No. 33-93062). 7 Incorporated by reference to the exhibits to the Registration Statement on Form S-4 (No. 33-94222). 8 Incorporated by reference to the exhibits to the Annual Report on Form 10-K for March 31, 1995 (No. 0-22888). 9 Incorporated by reference to the exhibits to the Quarterly Report on Form 10-Q for September 30, 1995 (No. 0-22888). 10 Incorporated by reference to the exhibits to the Current Report on Form 8-K dated December 12, 1995 (No. 0-22888). 11 Incorporated by reference to the exhibits to the Quarterly Report on Form 10-Q for December 31, 1995 (No. 0-22888). 12 Incorporated by reference to the exhibits to the Current Report on Form 8-K dated February 23, 1996 (No. 0-22888). 13 The information is not included because the ratio is less than 1 and the earnings deficiency is included in the Selected Financial Data of CAI. 14 Incorporated by reference to the exhibits to the Annual Report on Form 10-K for March 31, 1996 (No. 0-22888). Filed herewith.
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 hereunto duly authorized.
SIGNATURE TITLE DATE /S/JARED E. ABBRUZZESE Chairman, Chief Executive Officer August 15, 1996 Jared E. Abbruzzese and Director (Principal Executive Officer) /S/JAMES P. ASHMAN Executive Vice President, Chief August 15, 1996 James P. Ashman Financial Officer and Director (Principal Financial Officer) /S/CRAIG J. KESSLER Vice President and Controller August 15, 1996 Craig J. Kessler (Principal Accounting Officer)
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION PAGE 27. Financial Data Schedule 7
EX-27 2
5 This schedule contains summary financial information extracted from the March 31, 1996 financial statements contained in this Form 10-K and is qualified in its entirety by reference to such financial statements. YEAR MAR-31-1996 MAR-31-1996 103,263,094 0 2,728,956 1,296,282 0 0 66,631,721 14,063,102 698,794,972 0 318,434,667 87,070,002 0 257,701,130 (65,090,206) 698,794,972 0 30,682,486 0 25,656,171 0 1,485,727 24,608,258 (53,307,482) (12,000,000) (41,307,482) 0 0 0 (40,985,572) (1.73) 0
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