UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PERSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of the earliest event reported) : June 21, 1996
21ST CENTURY WIRELESS GROUP, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
Nevada 0-27770 41-1824951
(State or other jurisdiction (Commission (IRS employer
of incorporation) File Number) identification No.)
406 Gateway Boulevard, Burnsville, Minnesota 55337
(Address of principal executive offices)
Issuer's telephone number (612) 890-8800
TABLE OF CONTENTS
PAGE
Item 1. Changes in Control of Registrant.................................. 1
Item 2. Acquisition or Disposition of Assets.............................. 1
Item 3. Bankruptcy or Receivership........................................ 1
Item 4. Changes in Registrant's Certifying Accountant..................... 1
Item 5. Other Events....................................................... 2
Item 6. Resignations of Registrant's Directors............................. 2
Item 7. Financial Statements and Exhibits.................................. 2
Item 8. Change in Fiscal Year.............................................. 2
SIGNATURE ............................................................... 2
Item 1. Change in Control of Registrant......................... Not Applicable
Item 2. Acquisition or Disposition of Assets.................... Not Applicable
Item 3. Bankruptcy or Receivership.............................. Not Applicable
Item 4. Changes in Registrant's Certifying Accountant........... Not Applicable
Item 5. Other Events................................................ On June 21,
1996 21ST CENTURY WIRELESS GROUP, INC. (the "Company") signed a letter of intent
to acquire substantially all of the assets of LeFlore Communications of
Greenwood, Mississippi (LeFlore), for a combination of cash and the Company's
Common Stock. LeFlore Communication operates a "Specialized Mobile Radio" and
paging network in and around Greenwood, Mississippi. LeFlore assets include
communications channels and equipment, radio towers and inventory.
On June 21, 1996 the Company signed a letter of intent to acquire substantially
all of the assets of Air Communications of Central Wisconsin (Air
Communications) for a combination of cash and the Company's common stock. Air
Communications operates a "Specialized Mobile Radio" network in and around
Wisconsin Rapids, Wisconsin. Air Communications assets include communications
channels and equipment, radio towers and inventory.
Both acquisitions are subject to negotiation and execution of a definitive
agreement and other contingencies.
On July 12, 1996, the Company announced to shareholders a limited
offer, expiring August 19, 1996 for all shareholders to exercise warrants
granted to them. These warrants were granted to all stockholders of record when
the Company was formed. Each warrant allows for a purchase of 100 shares of
stock at $6.00 per share. The Company has a total of 4,020 warrants issued
(402,000 shares). If 100% of all warrants were to be exercised, the Company
would raise $2,412,000 in new capital.
FORWARD-LOOKING INFORMATION
Forward-looking statements contained in the announcements to shareholders
regarding warrants are made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. There are certain important
factors that could cause results to differ materially from those anticipated in
the announcements. Investors are cautioned that all forward-looking statements
involve risk and uncertainty. Some of the factors that could affect results are
changes in governing regulations, technological developements, increased
competition and higher than expected operating expenses and capital
expenditures.
Item 6. Resignation of Registrant's Directors ........................Effective
August 1, 1996, Mr. Clair Hill has resigned from the Company's Board of
Directors due to health considerations, Mr. William Wiley has resigned because
his personal work schedule does not allow him to dedicate the time necessary to
serve on the Board of Directors and Mr. John Peacock, who was added to the board
earlier this year has resigned to concentrate his efforts in the development of
the Company's business in the Memphis area.
To fill the vacancy left by Mr. Peacock, the Board of Directors has elected
Mr. Harold O'Dell to the board. Mr. O'Dell's term will run through April, 1998.
In addition, pending final approval of the shareholders, the Board has voted to
reduce its' size to seven directors to more closely match the needs of the
company.
Item 7. Financial Statements and Exhibits........................Not Applicable
Item 8. Change in Fiscal Year....................................Not Applicable
Exhibits: The following exhibits are filed herewith.
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT
- -------------- ----------------------
4.1 Letter to shareholders announcing the Warrant Exercise Program
and Letters of Intent with LeFlore Communications and Air
Communications of Wisconsin.
4.2 Letter to shareholders with Proforma Financial Projections.
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.
21ST CENTURY WIRELESS GROUP, INC.
By:_________________________________________
/g/ Stephen J. Mocol
Vice President & Chief Financial Officer