1
UNITED STATES
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: January 13, 1997
Date of earliest event reported: December 27, 1996
CHADMOORE WIRELESS GROUP, INC.
(Exact name of registrant as specified in its charter)
Colorado 0-20999 84-1058165
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4720 Polaris Street, Las Vegas, Nevada 89103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 891-5255
(Former name or former address, if changed since last report.)
Item 7. Financial Statements and Exhibits
(a) Financial Statements
None.
(b) Exhibits
Exhibit Number and Brief Description
2.1 Agreement and Plan of Reorganization dated February 2, 1995, by and
between Registrant (f/k/a CapVest Internationale, Ltd.) and Chadmoore
Communications, Inc. 2.2 Addendum to the Agreement and Plan of
Reorganization, dated February 21, 1995, by and between Registrant
(f/k/a CapVest Internationale, Ltd.) and Chadmoore Communications, Inc.1
2.3 Addendum No. 2 to the Agreement and Plan of Reorganization, dated March
31, 1995, by and between Registrant (f/k/a CapVest Internationale, Ltd.)
and Chadmoore Communications, Inc.1
4.1 Form of Warrant Certificate, together with the Terms of Warrants2
4.2 Registration Rights Agreement3
4.3 Certificate of Designation of Rights and Preferences of Series A
Convertible Preferred Stock of Registrant4
17.1 Resignation of David J. Chadwick dated April 30, 1996
99.1 Item 9, subparagraph (a), of Registrant's Current Report on Form 8-K
filed on December 31, 1996, is incorporated by reference
99.2 Item 5 of Registrant's Current Report on Form 8-K filed on July 11,
1996, is incorporated by reference
Item 9. Sales of Equity Securities Pursuant to Regulation S
The following information is provided pursuant to the Securities and
Exchange Commission ("SEC") Division of Corporation Finance's interpretation of
the new disclosure requirements set forth in SEC Release No. 34-37801
(the "Release"), which was adopted on October 10, 1996, published in the Federal
Register on October 18, 1996, and effective on November 18, 1996. Since
December 27, 1996, the Registrant issued shares of its common stock pursuant to
Regulation S upon conversion of debentures described below.
(a) On September 9, 1996, Registrant concluded a sale to one purchaser
made in accordance with Regulation S ("Regulation S") of the Securities Act of
1933, as amended. Registrant sold $3,000,000, in aggregate principal
amount, of 8% Convertible Debentures due September 6, 1998
(the "Debenture(s)"), through a Distributor, World Capital Funding, Inc. The
offering, the terms of the Debenture(s) and the terms of conversion are
described in Registrant's Current Report on Form 8-K filed with the SEC on
December 31, 1996. Item 9, subparagraph (a) of the Current Report filed
December 31, 1996, is incorporated by reference herein.
On December 27, 1996, the Debentureholder converted $250,000 in
principal amount, plus accrued interest, at the conversion rate of $1.105625
per share and was issued 226,116 and 5,628 shares of the Registrant's common
stock for principal and interest, respectively. On January 7, 1997, the
Debentureholder converted $250,000 in principal amount, plus accrued interest,
at the conversion rate of $1.10195 per share and was issued 245,211 and 6,611
shares of the Registrant's common stock for principal and interest,
respectively.
(b) On July 5, 1996, Registrant concluded a private placement conducted
in accordance with Regulation S ("Regulation S") of the Securities Act of 1933,
as amended. Registrant sold $5,000,000, in aggregate principal amount, of 8%
Convertible Notes due June 5, 1999 (the "Note(s)"), through a Distributor,
First Bermuda Securities Limited. The offering is described in Registrant's
Current Report on Form 8-K filed with the SEC on July 11, 1996 (the "Report").
Item 5 of the Current Report filed July 11, 1996, is incorporated by reference
herein. Under the terms of the Note(s), Registrant is required to pay interest
on the principal sum outstanding from time to time, semi-annually in arrears on
December 5th and June 5th, at the rate of 8% per annum accruing from date of
issuance. The Note(s) were issued in denominations of $100,000. After
expiration of the 40-day restricted period imposed by Regulation S until
maturity, the holder of the Note(s) is entitled to convert one-third of the
combined principal amount of the Note(s) owned by it and accrued interest into
shares of common stock of the Registrant. The remaining two-thirds of the
original combined principal amount of the Note(s) and accrued interest is
convertible into common stock sixty-one (61) days after the sale of the Note(s)
(the "Closing Date") (i.e., one-third of the original aggregate principal
amount), and eighty-one (81) days after the Closing Date (i.e., one-third of
the original aggregate principal amount), respectively, at a conversion price
for each share of common stock equal to the lessor of (i) the average closing
bid price of the common stock for the five (5) trading days immediately
preceding the Closing Date, or (ii) seventy-two and one-half percent (72-1/2%)
of the average closing bid price for the five (5) trading days immediately
preceding the conversion date. The Note(s) define "closing bid price" of the
common stock as the closing bid price as reported by the National
Association of Securities Dealers Electronic Bulletin Board.
On January 8, 1997, the Noteholder converted $100,000 in principal
amount, plus accrued interest, at the conversion rate of $1.0422 per share and
was issued 95,950 and 4,648 shares of the Registrant's common stock for
principal and interest, respectively.
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.
CHADMOORE WIRELESS GROUP, INC.
By: /s/ Robert W. Moore
Robert W. Moore, President
Date: January 13, 1997