-----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, CAO2LqqPz8JYdfR0XppYLe5kSXGogSQDkENMsJ08IEtUXVEA5b0iNptrdT9p+i5j AuknZH4oTdDJTJA552V4gw== 0000914749-96-000012.txt : 19961107 0000914749-96-000012.hdr.sgml : 19961107 ACCESSION NUMBER: 0000914749-96-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961106 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961106 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: 96655395 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) November 6, 1996 (November 5, 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) Item 5 - OTHER EVENTS The following news release was issued on November 5, 1996: CAI WIRELESS SYSTEMS, INC. ANNOUNCES 1996 SECOND QUARTER AND SIX-MONTH RESULTS on November 5, 1996 (see exhibit 99.1). Item 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS C. Exhibits
EXHIBIT NO. EXHIBIT DESCRIPTION LOCATION 99.1 Media release - CAI Wireless Pages 4-7 Systems, Inc. announces 1996 second quarter and six-month results, dated November 5, 1996
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, November 6, 1996 Jared E. Abbruzzese and Director (Principal Executive Officer) /S/ JAMES P. ASHMAN Executive Vice President, Chief November 6, 1996 James P. Ashman Financial Officer and Director (Principal Financial Officer) /S/ CRAIG J. KESSLER Vice President and Controller November 6, 1996 Craig J. Kessler (Principal Accounting Officer)
EX-99.1 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 1996 SECOND QUARTER AND SIX-MONTH RESULTS Albany, NY, November 5, 1996 - CAI Wireless Systems, Inc. ("CAI") (NASDAQ NM: CAWS) today announced results for the second quarter and six months ended September 30, 1996. For the second quarter ended September 30, 1996, sales increased 135% to $9,183,000, versus $3,900,000 for the comparable year-ago quarter, primarily due to system acquisitions. Operating loss before depreciation and amortization for the most recent quarter decreased 9% to $(2,863,000), versus $(3,145,000) for comparable year-ago quarter. Net loss for the most recent quarter was $(19,857,000) or $(0.57) per common share, versus $(7,708,000), or $(0.48) per common share, for the comparable year-ago quarter. For the six months ended September 30, 1996, sales increased 134% to $18,488,000 versus $7,892,000 for the six months ended September 30, 1995, primarily due to system acquisitions. Operating loss before depreciation and amortization decreased 24% to $(4,939,000) versus $(6,509,000) for the comparable year-ago period. Net loss for the most recent six months was $(36,477,000), or $(1.08) per common share, versus $(15,214,000) or $(0.98) per common share, for the six months ended September 30, 1995. "CAI continues to improve its operating results while testing the digital transport systems in Boston and Norfolk, developing the internet access product in Rochester, and pursuing the development of two-way applications for its MMDS frequencies," said John Prisco, President Chief Operating Officer of CAI. 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, on a pro forma basis for announced transactions, approximately 7.2 million line-of-sight ("LOS") households and 77,500 subscribers in 17 markets located primarily in the Midwest and Southwest regions of the United States. - tables follow - CAI WIRELESS SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Three Months Ended, September 30, September 30, 1996 1995 REVENUES $ 9,183,000 $ 3,900,000 EXPENSES: Programming and license fees 3,967,000 1,799,000 Marketing 652,000 719,000 General and administrative 7,427,000 4,527,000 12,046,000 7,045,000 OPERATING LOSS BEFORE DEPRECIATION AND AMORTIZATION (2,863,000) (3,145,000) Depreciation and amortization 8,455,000 2,981,000 OPERATING LOSS (11,318,000) (6,126,000) OTHER INCOME (EXPENSE): Equity in net loss of affiliate (4,800,000) - Other income 1,905,000 244,000 Interest expense (10,144,000) (1,868,000) (13,039,000) (1,624,000) LOSS BEFORE PROVISION FOR INCOME TAXES (24,357,000) (7,750,000) Provision for income tax benefit 4,500,000 - LOSS BEFORE MINORITY INTEREST (19,857,000) (7,750,000) Minority interest - 42,000 NET LOSS $(19,857,000) $(7,708,000) LOSS PER COMMON SHARE $(0.57) $(0.48) Weighted average common shares outstanding 40,384,787 16,725,006
- more - CAI WIRELESS SYSTEMS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Six Months Ended, September 30, September 30, 1996 1995 REVENUES $ 18,488,000 $ 7,892,000 EXPENSES: Programming and license fees 7,860,000 3,464,000 Marketing 1,226,000 1,765,000 General and administrative 14,341,000 9,172,000 23,427,000 14,401,000 OPERATING LOSS BEFORE DEPRECIATION AND AMORTIZATION (4,939,000) (6,509,000) Depreciation and amortization 16,550,000 5,590,000 OPERATING LOSS (21,489,000) (12,099,000) OTHER INCOME (EXPENSE): Equity in net loss of affiliate (7,800,000) - Other income 4,117,000 371,000 Interest expense (20,305,000) (3,808,000) (23,988,000) (3,437,000) LOSS BEFORE PROVISION FOR INCOME TAXES (45,477,000) (15,536,000) Provision for income tax benefit 9,000,000 - LOSS BEFORE MINORITY INTEREST (36,477,000) (15,536,000) Minority interest - 322,000 NET LOSS $(36,477,000) $(15,214,000) LOSS PER COMMON SHARE $(1.08) $(0.98) Weighted average common shares outstanding 39,638,851 16,321,674
-----END PRIVACY-ENHANCED MESSAGE-----