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: September 29, 1995 ACS ENTERPRISES, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in charter) Pennsylvania 1-11584 23-1976138 - -------------------------------------------------------------------------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 2510 Metropolitan Drive, Trevose, Pennsylvania 19053-6789 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number including area code: (215) 396-9400 -------------- ITEM 5. OTHER EVENTS On September 29, 1995, ACS Enterprises, Inc. (the "Company"), pursuant to an Agreement and Plan of Merger dated March 28, 1995, as amended, by and among the Company, CAI Wireless Systems, Inc ("CAI") and CAI Transactions P, Inc. (the "Merger Agreement") effected the transactions contemplated by the Merger Agreement and became a wholly-owned subsidiary of CAI (the "Merger"). As a result of the Merger, each shareholder of the Company's Common Stock will receive $3.50 in cash; plus 1.65 shares of CAI Common Stock in exchange for each share of Common Stock of the Company held by such shareholder prior to the Merger. In connection with the Merger, trading on the Company's Common Stock ceased at the close of business on September 28, 1995 and the Company de-listed its Common Stock from the NASDAQ National Market. A copy of the joint press release issued by the Company and CAI is attached hereto in the form of Exhibit 99.1. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits: 99.1 Joint Press Release issued by CAI Wireless Systems, Inc. and ACS Enterprises, Inc. dated September 29, 1995. 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 thereunto duly authorized. ACS ENTERPRISES, INC. By: /s/ Alan Sonnenberg ------------------------------ Alan Sonnenberg, President Dated: October 5, 1995 4 EXHIBIT INDEX Exhibit Sequential Number Description of Exhibit Page Number - ------- ---------------------- ----------- 99.1 Joint Press Release issued by CAI Wireless Systems, Inc. and ACS Enterprises, Inc. dated September 29, 1995