UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 the earliest event reported): July 26, 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 ........................................................ 3 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 July 26, 1996 the Company signed a letter of intent to acquire substantially all of the assets of Currie Communications Company, of West Memphis, Arkansas ( Currie's) for a combination of cash and the Company's stock. Currie operates a "Specialized Mobile Radio" dealership in the West Memphis area. Curries assets include communications inventory and service equipment. The acquisition of Currie is subject to negotiation and execution of a definitive agreement and other contingencies. The Board of directors of 21ST CENTURY WIRELESS GROUP, INC. (the "Company") approved a 3 for 2 stock split for shareholders of record on September 1, 1996.. Effective September 16, 1996, Mr. Kenneth B. Thomson announced his resignation of Board Chairman of 21ST CENTURY WIRELESS GROUP, INC. Mr. Thomson will remain on the Board as one of its Directors. Mr. Thomson, who has served as Chairman since the Company's inception, will be devoting most of his time to other business opportunities. The Board of Directors elected James E. Lafayette to the position of Chairman and Chief Executive Officer. Previously, Mr. Lafayette served as President and Chief Executive Officer of the Company. At the same meeting, the Company elected Rodney H. Hutt as its President and Chief Operating Officer. Previously Mr. Hutt was Executive Vice President and Chief Operating Officer. Item 6. Resignation of Registrant's Directors................. Not Applicable Item 7. Financial Statements and Exhibits..................... Not Applicable Item 8. Change in Fiscal Year................................. Not Applicable Exhibits: The following exhibits are filed herewith. None 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: /s/ Stephen J. Mocol ---------------------------------------- Stephen J. Mocol Vice President & Chief Financial Officer