-----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, OLw+wFMJW37ZxUIkvhJ968vxknySdZrpUJxxEMEpPx4kcBcIJGSZIt/zvkpB0bIw jsKPfZt2DMvLgVQtFDbeEw== 0000914749-96-000003.txt : 19960531 0000914749-96-000003.hdr.sgml : 19960531 ACCESSION NUMBER: 0000914749-96-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960530 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960530 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: 96574551 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) May 30, 1996 (May 23, 1996) CAI WIRELESS SYSTEMS, INC. (Exact name of registrant as specified in its charter)
Connecticut 0-22888 06-1324691 (State or other (Commission File (IRS Employer jurisdiction of Number) 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) Page 1 of 7 Item 5. OTHER EVENTS (a) The Company has begun testing in Washington of the first Internet- access product delivered by a wireless television company. The service uses high-speed wireless modems and is capable of rapidly downloading to customers' computers full-motion video, audio and data at speeds almost seven times faster than the fastest telephony-based modems at consumer costs that are competitive with other commercial Internet access providers. CAI plans to develop similar systems in its other markets throughout the Northeast. The wireless Internet service sends information to its customers' computer terminals at a rate of 10 megabits per second (Mbps), nearly seven times the rate of today's fastest T1 telephone lines, which transfer data at 1.5 Mbps. By year-end, CAI expects the data transfer rate to nearly triple, reaching 27 Mbps, as wireless modem technology advances. The system's return path receives information from customers through traditional telephony. CAI's service utilizes multichannel multipoint distribution system (MMDS) technology, which transmits microwave signals over the 2 gigahertz (Ghz) band of the radio spectrum. MMDS enables superior signal transmission with fewer disruptions than other wireless technologies transmitted at higher frequencies, which are more susceptible to obstructions such as foliage and environmental concerns such as rain and other precipitation. The MMDS technology also allows high-speed access to Internet web browsers with greater ease. Wireless high-speed data transfer allows graphics-heavy Internet and World Wide Web sites to be accessed easily, without concerns about errors because of cable line noise. And although the system requires traditional telephony to send data to CAI's Internet service, speed is not hampered because heavy data transfer originates at web servers rather than at web explorers. Unlike Internet services delivered by traditional hard-wire cable programming providers, CAI's system does not require customers to subscribe to the company's cable television programming. The Navy Computer and Telecommunications Station in Washington (NCTSW), part of the U. S. Navy; several Washington-area schools, including the Churchill Elementary School in McLean, Va., and law firm Rini, Coran & Lancellotta are among the groups involved in the trial, which originates from a facility on the campus of George Washington University. CAI is deploying the system in Washington with National Digital Network (NDN), an Internet provider with MMDS channels in the top 25 markets. Hybrid Networks is furnishing the high-speed modems used in the trial, and has the first wireless modem in production for Internet networking via MMDS. The Internet service uses a conditional access system similar to other Internet access providers to ensure security. (b) The following news release was issued on May 29, 1996: CAI WIRELESS SYSTEMS, INC. ANNOUNCES 1995 FOURTH QUARTER AND YEAR END RESULTS on May 29, 1996 (see exhibit 99.1). 2 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS C. EXHIBITS
Exhibit No. Exhibit Description Location
99.1 Media release - CAI Wireless Pages 5-7 Systems, Inc. announces 1995 fourth quarter and year-end results, Dated May 29, 1996.
3 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, May 30, 1996 Jared E. Abbruzzese and Director (Principal Executive Officer) /S/ JAMES P. ASHMAN Executive Vice President, Chief May 30, 1996 James P. Ashman Financial Officer and Director /S/ CRAIG J. KESSLER Vice President and Controller May 30, 1996 Craig J. Kessler (Principal Accounting Officer)
4 EX-99 2 EXHIBIT 99.1 CAI WIRELESS SYSTEMS, INC. FOR IMMEDIATE RELEASE Investor Relations Contact: Company Contact: Jason Thompson Jared Abbruzzese, CEO Lippert/Heilshorn & Associates 518/462-2632 212/838-3777 CAI WIRELESS SYSTEMS, INC. ANNOUNCES 1995 FOURTH QUARTER AND YEAR-END RESULTS Albany, NY, May 29, 1996 - CAI Wireless Systems, Inc. ("CAI") (NASDAQ NM: CAWS) today announced results for fourth quarter and year-ended March 31, 1996. For the fourth quarter ended March 31, 1996, sales increased 184% to $10,344,000, versus $3,637,000 for the comparable year-ago quarter, primarily due to system acquisitions and subscriber additions. Operating loss before depreciation and amortization for the most recent quarter decreased to $(2,003,000), versus $(3,433,000) for comparable year-ago quarter. Net loss for the most recent quarter was $(11,186,000) or $(0.37) per common share, versus $(7,011,000), or $(0.47) per common share, for the comparable year-ago quarter. For the year ended March 31, 1996, sales increased 497% to $30,682,000 versus $5,141,000 for the year ended March 31, 1995, primarily due to system acquisitions and subscriber additions. Operating loss before depreciation and amortization decreased 4% to $(10,115,000) versus $(10,553,000) for the comparable year-ago period. Net loss for the most recent year was $(40,985,000), or $(1.73) per common share, versus $(14,107,000) or $(0.93) per common share, for the year ended March 31, 1995. Jared Abbruzzese, Chairman and Chief Executive Officer of CAI, said, "Through an unprecedented series of mergers and acquisitions in the wireless cable industry, CAI's sales have increased nearly five-fold in the past year. We added 52,200 subscribers, expanding our subscriber base by 159% last year and are beginning to see improved operating results in the most current quarter." CAI currently operates six wireless cable systems in New York City, Rochester and Albany, NY, Philadelphia, PA, Washington, DC, and Norfolk/Virginia Beach, VA and has a portfolio of wireless cable channel rights in eight additional markets, including Long Island, Buffalo and Syracuse, NY, Boston, MA, Providence, RI, Hartford, CT, Baltimore, MD, and Pittsburgh, PA. In addition, CAI owns approximately 54% of CS Wireless Systems, Inc., ("CS Wireless") which is jointly owned by Heartland Wireless Communications, Inc. CS Wireless has approximately 5.7 million line-of-sight ("LOS") households and 55,800 subscribers in 12 markets located primarily in the Midwest and Southwest regions of the United States. - tables follow - 5 CAI WIRELESS SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Three Months Ended,
March 31, March 31, 1996 1995 REVENUES $ 10,344,000 $ 3,637,000 EXPENSES: Programming and license fees 4,158,000 1,417,000 Marketing 935,000 1,302,000 General and administrative 7,254,000 4,351,000 12,347,000 7,070,000 OPERATING LOSS BEFORE DEPRECIATION AND AMORTIZATION (2,003,000) (3,433,000) Depreciation and amortization 7,050,000 2,427,000 OPERATING LOSS (9,053,000) (5,860,000) OTHER INCOME (EXPENSE): Other income 2,662,000 55,000 Interest expense (10,795,000) (1,517,000) (8,133,000) (1,462,000) LOSS BEFORE PROVISION FOR INCOME TAXES (17,186,000) (7,322,000) Provision for income tax benefits 6,000,000 -- LOSS BEFORE MINORITY INTEREST (11,186,000) (7,322,000) Minority interest -- 311,000 NET LOSS $(11,186,000) $(7,011,000) LOSS PER COMMON SHARE $(0.37) $(0.47) Weighted average common shares outstanding 37,829,482 15,551,723
- more - 6 CAI WIRELESS SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Year Ended March 31, March 31, 1996 1995 REVENUES $ 30,682,000 $5,141,000 EXPENSES: Programming and license fees 12,583,000 2,021,000 Marketing 3,525,000 2,434,000 General and administrative 24,689,000 11,239,000 40,797,000 15,694,000 OPERATING LOSS BEFORE DEPRECIATION AND AMORTIZATION (10,115,000) (10,553,000) Depreciation and amortization 24,718,000 3,640,000 OPERATING LOSS (34,833,000) (14,193,000) OTHER INCOME (EXPENSE): Other income 6,118,000 937,000 Interest expense (24,592,000) 1,748,000) (18,474,000) (811,000) LOSS BEFORE PROVISION FOR INCOME TAXES (53,307,000) (15,004,000) Provision for income tax benefits 12,000,000 -- LOSS BEFORE MINORITY INTEREST (41,307,000) (15,004,000) Minority interest 322,000 897,000 NET LOSS $(40,985,000) $(14,107,000) LOSS PER COMMON SHARE $ (1.73) $ (0.93) Weighted average common shares outstanding 27,075,578 15,456,540
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