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 30, 1997
Date of earliest event reported: January 17, 1997
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 5. Other Events.
In a Current Report on Form 8-K dated June 28, 1996, as amended in a
Current Report on Form 8-K/A-1 dated July 26, 1996 (collectively, the "Original
Reports"), Chadmoore Wireless Group, Inc. (the "Registrant") reported pursuant
to Item 2 of Form 8-K the execution of a Stock Purchase Agreement by and
between the Registrant and Libero Limited ("Libero"). As is reported in the
Original Reports, the Registrant acquired from Libero all of the issued and
outstanding common stock of CMRS Systems, Inc. and 800 SMR Network, Inc. for a
total contractual value of $34,712.499. of which $3,547,000 was paid in cash
and the balance ($31,165,499) was paid in the form of restricted stock and an
option (the "Option") to purchase 8,323,857 shares, subject to adjustment, of
the Registrant's common stock for a period of ten years at an exercise price
of $0.50 per share, pursuant to an Offshore Securities Subscription Agreement
and a Stock Option Agreement.
As of January 22, 1997, the Registrant and Libero executed a First
Amendment to Stock Option Agreement pursuant to which Libero agreed that,
beginning February 1, 1997, the Option could not be further exercised as to
any unexercised portion thereof until January 1, 1998, and that, beginning
January 1, 1998, Libero may exercise the Option, in part, to the extent that
Libero may acquire no more than 100,000 shares of underlying common stock in
any one calendar quarter until the calendar quarter ending June 30, 1998.
Beginning July 1, 1998, Libero may exercise the Option, in part, as remaining
shares of underlying common stock, to the extent that Libero may acquire no
more than 250,000 of said shares of underlying common stock in any one
calendar quarter thereafter. Furthermore, pursuant to the Stock Option
Agreement, upon exercise of any portion of the Option, Libero will not own or
be deemed to beneficially own, at any time, more than 4.99% of the then
issued and outstanding common stock of the Registrant.
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.(1)
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 Warrants(2)
4.2 Registration Rights Agreement(3)
4.3 Certificate of Designation of Rights and Preferences of Series A
Convertible Preferred Stock of Registrant(4)
17.1 Resignation of David J. Chadwick dated April 30, 1996(5)
99.1 The Unaudited Consolidated Financial Statements and Notes thereto
contained in Registrant's Quarterly Report on Form 10-QSB for the
period ended September 30, 1996 are 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,
which was adopted on October 10, 1996, published in the Federal Register on
October 18, 1996, and effective on November 18, 1996. The Registrant issued
shares of its common stock pursuant to Regulation S upon exercise of options
described below.
Pursuant to the Registrant's grant of option described in Item 5
above, on January 17, 1997, the optionholder exercised 323,857 options at
$.50 per share and was issued 323,857 shares of the Registrant's common
stock. In addition to the consideration received by Registrant from the
optionholder for the grant of option on June 14, 1996, Registrant received
additional consideration valued at $161,928.50, the option exercise price,
for this exercise of 323,857 options. Description of the consideration
received is set forth in Note 11, Prepaid Options, of the Notes to Unaudited
Consolidated Financial Statements filed with Registrant's Quarterly Report on
Form 10-QSB for the period ended September 30, 1996, incorporated by
reference herein.
SIGNATURE
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 30, 1997