-----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, EPIBmnGBn0sw1GBsb3AUikVxCF8wmj3UxOKWWvY4zkvlfdBHgINftGjvk/44cwrW 7NdtgKq3t5KbU9/z5ZSdIA== 0000914749-97-000003.txt : 19970211 0000914749-97-000003.hdr.sgml : 19970211 ACCESSION NUMBER: 0000914749-97-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970131 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970207 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22888 FILM NUMBER: 97520871 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 8-K 1 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 7, 1997 (January 31, 1997) CAI WIRELESS SYSTEMS, INC. (Exact name of registrant as specified in its charter)
Connecticut 0-22888 06-1324691 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification No.) incorporation)
18 CORPORATE WOODS BLVD., ALBANY, NY 12211 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (518) 462-2632 (Former name or former address, if changed since last report) Item 5 - OTHER EVENTS The following news releases were issued: CAI WIRELESS SYSTEMS AND ADC TELECOMMUNICATIONS ANNOUNCE PLANS TO JOINTLY DESIGN AND IMPLEMENT TWO-WAY WIRELESS SERVICES on February 3, 1997. (see Exhibit 99.1) CAI WIRELESS RECEIVES THE FIRST PERMANENT APPROVAL FROM THE FCC TO USE WIRELESS CABLE SPECTRUM FOR TWO-WAY SERVICES on January 31, 1997. (see Exhibit 99.2) CAI WIRELESS SYSTEMS TO RELOCATE FROM ALBANY TO PHILADELPHIA on January 31, 1997. Forward Looking Statements The statements contained in this Form 8-K relating to the plans and objectives of the Company and its management for future operations, including plans or objectives relating to the Company's products and services, constitute forward looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Actual results of the Company may differ materially from those in the forward looking statements and may be affected by a number of factors including the receipt of regulatory approvals, the availability of new strategic partners and their willingness to enter into arrangements with the Company, the terms of such arrangements, the success of the Company's trials in Rochester and New York, NY and Hartford, CT, the ability of the Company to commercially deploy new technologies and products and consumer acceptance of such technologies and products, subscriber equipment availability, tower space availability and the absence of interference, as well as other factors contained herein and in the Company's securities filings. Item 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS C. Exhibits
EXHIBIT NO. EXHIBIT DESCRIPTION PAGES 99.1 Media release - CAI Wireless Systems and ADC 4-6 Telecommunications Announce Plans to Jointly Design and Implement Two-Way Wireless Services 99.2 Media release - CAI Wireless Receives the First 7-8 Permanent Approval From the FCC To Use Wireless Cable Spectrum For Two-Way Services
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, February 4, 1997 Jared E. Abbruzzese and Director (Principal Executive Officer) /S/ JAMES P. ASHMAN Chairman, Chief Financial Officer, February 4, 1997 James P. Ashman and Director (Principal Financial Officer) /S/ CRAIG J. KESSLER Vice President and Controller February 4, 1997 Craig J. Kessler (Principal Accounting Officer)
EX-1 2 EXHIBIT 99.1 FOR IMMEDIATE RELEASE CAI WIRELESS SYSTEMS AND ADC TELECOMMUNICATIONS ANNOUNCE PLANS TO JOINTLY DESIGN AND IMPLEMENT TWO-WAY WIRELESS SYSTEMS ALBANY, NY (February 3, 1997) - CAI Wireless Systems, Inc. (NASDAQ:CAWS) today announced that it has entered into a memorandum of understanding with a leading telecommunications equipment manufacturer to pursue the design and implementation of fixed two-way broadband wireless communications systems for the transmission of video, voice and data using the Multichannel Multipoint Distribution Services (MMDS) spectrum. CAI and ADC Telecommunications (NASDAQ:ADCT) of Minneapolis, MN, intend to jointly develop a fixed two-way broadband wireless test system using ADC's Homeworx platform and CAI's MMDS spectrum. Subject to regulatory approval, they expect to begin testing the new system in Pittsburgh sometime during the first calendar quarter of 1997. Subject to the results of the tests in Pittsburgh, the companies also intend to deploy a demonstration system in the Boston market, where CAI received from the FCC last week, permanent fixed two-way authorization for 16 customer locations. Further development would be the subject of a definitive written agreement yet to be negotiated. Today's announcement means that consumers may soon have more choices in how they purchase telecommunications services ranging from Internet access to subscription television. Wireless communications companies like CAI have traditionally used MMDS spectrum, which comprises microwave frequencies rather than traditional hard- wired cable, to deliver video programming services. CAI has been leading the MMDS industry in seeking regulatory approval for expanded flexible use of MMDS spectrum for services like high-speed Internet and Intranet access, home shopping and banking, and subscription television alternatives to residential consumers and businesses. Company officials at CAI and ADC said the system under development is expected to support a broad array of video, voice and data communications services when completed. These include wireless high capacity services, T-1 and fractional T-1 data services, BRI ISDN, PRI ISDN, and wireless multipoint video distribution. Vivek Ragavan, President of ADC's Broadband Communications Division said: "We are very pleased to partner with an industry leader like CAI to help make MMDS two-way wireless communications a viable option. With our Homeworx platform and advanced OFDM modulation technology, ADC is well positioned to help shape the future of broadband wireless communications." Jeff Lynn, President of Information Transmission Systems Corp. (ITS), a wholly owned subsidiary of ADC, said: "Combining the advanced digital modulation technology of ADC's Broadband Communications Division and the digital MMDS leadership of ITS with the operations experience and spectrum capacity of CAI creates exciting opportunities for new digital networking services on MMDS." John J. Prisco, president of CAI, added: "The MMDS spectrum can offer consumers more choice in how they receive video, voice and data services. Two- way wireless communication should bring more competition into the marketplace; a good thing for consumers." Prisco added that if appropriate FCC approvals are forthcoming, small and mid-sized businesses, which often cannot negotiate competitive service prices the way large corporations can, could be among the biggest beneficiaries of the introduction of fixed two-way wireless communications services. CAI will apply to the FCC for fixed two-way use authority in Pittsburgh, Prisco said. The Company has already received limited approvals from the FCC for similar developments in other markets, including permanent authorization in Boston and developmental authorization in Hartford, CT. CAI is currently in negotiation with various service providers and equipment vendors to help deliver two-way MMDS transmission services in other markets. A leading developer of wireless communications technology and one of the nation's largest wireless cable companies, CAI is also currently testing high- speed Internet access services in New York City and Rochester, NY. CAI operates six analog-based wireless systems in New York, Rochester, and Albany, NY; Philadelphia; Washington, DC; and Norfolk/Virginia Beach, VA. It also has a portfolio of MMDS channel rights in eight additional markets including Long Island, Buffalo and Syracuse, NY; Providence, RI; Hartford, CT; Boston, MA; Baltimore, MD; and Pittsburgh, PA. CAI also owns 52% of the common equity of CS Wireless Systems, Inc., a MMDS operator with markets located primarily in the southwestern region of the United States. ADC Telecommunications, Inc., Minneapolis, MN, is a leading global supplier of transmission and networking systems used to deliver voice, data and video services. The company holds a preeminent market position in physical connectivity products for fiber-optic, twisted-pair, coaxial and wireless networks worldwide. The Broadband Communications Division provides access transmission systems for broadband communications applications over fiber and hybrid fiber coax facilities. ITS provides broadband wireless transmission systems, including wireless cable and broadband television systems. # # # EX-2 3 EXHIBIT 99.2 FOR IMMEDIATE RELEASE CAI WIRELESS RECEIVES THE FIRST PERMANENT APPROVAL FROM THE FCC TO USE WIRELESS CABLE SPECTRUM FOR TWO-WAY SERVICES Albany, N.Y. (January 31, 1997) - In a development that could signal new opportunities for the MMDS industry, CAI Wireless Systems, Inc. (NASDAQ: CAWS) ("CAI") today announced that it has been granted permanent authorization from the Federal Communications Commission (FCC) to use its wireless spectrum for fixed two-way video, voice and data services in the Boston market. In announcing the FCC authorizations, Jared E. Abbruzzese, CAI's chairman and chief executive officer, said: "The new authorizations granted now in Boston are a major step forward in allowing the development of a Wireless Information Network (WIN), a wireless full-service network providing digital video, voice and data services. The WIN platform can become an important business opportunity for CAI. With expanded FCC approvals that we hope will be forthcoming and new strategic partners we hope to enlist, the WIN platform has the potential for deriving significant new revenue sources for the Company." The FCC grant authorizes CAI to transmit and receive information to and from 16 commercial customer locations served by two cells, with overlapping eight-mile radiuses in and around the Boston metropolitan area. The Commission also authorized two additional cell sites from which CAI can serve future customer locations. The construction of the four cell sites authorized by the FCC grant was substantially completed in 1996. The customer locations, once installed, are authorized to transmit and receive information with transceivers and highly directionalized antennas oriented to these cell sites. CAI anticipates applying to the FCC for additional customer locations in Boston and eventually for a blanket authorization in the near future. John J. Prisco, CAI's president, said: "The key to the WIN platform is its flexibility. Once developed, we will have the ability to deliver two-way services in targeted areas of Boston while simultaneously delivering one-way data and digital video to other areas of the market. In the end, it will be market economics that decide what services are provided and where. Indeed, as this process develops, the term `wireless cable' as a business description of CAI should become unduly limited and outdated." CAI expects the Boston authorizations, and the resulting limited operations, to facilitate the FCC's consideration of an eventual broad rulemaking petition by providing actual results of the manner in which the downstream and upstream signals propagate and interact. Abbruzzese added that, "With the FCC's approval, we can soon begin to offer certain consumers in Boston more choice. We applaud the FCC for this initial step and believe that this represents a proactive and forward-thinking approach on the part of the Commission that is consistent with the '96 Telecom Act." The Company has previously announced an agreement with affiliates of Bell Atlantic Corporation and NYNEX Corporation suspending their business relationship with respect to the Boston market and elsewhere for one year. During this period, CAI will seek strategic partners interested in evaluating and developing commercial applications for MMDS technology not currently offered. CAI, based in Albany, N.Y., operates six analog-based wireless systems in New York City, Rochester, and Albany, N.Y.; Philadelphia, PA; Washington, D.C.; and Norfolk/Virginia Beach, VA. CAI also has a portfolio of MMDS channel rights in eight additional markets, including Long Island, Buffalo and Syracuse, N.Y.; Providence, R.I.; Hartford, CT.; Boston, MA; Baltimore, MD.; and Pittsburgh, PA. CAI also owns 52 percent of the common equity of CS Wireless Systems, Inc., an MMDS wireless operator with markets located primarily in the southwestern region of the United States. # # # -----END PRIVACY-ENHANCED MESSAGE-----