UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 2, 2001
METRO ONE TELECOMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Oregon 0-27024 93-0995165
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
11200 Murray Scholls Place, Beaverton, Oregon 97007
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (503) 643-9500
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On February 2, 2001, pursuant to a Stock Purchase Agreement dated
November 8, 2000 (the "Purchase Agreement") between Metro One
Telecommunications, Inc., an Oregon corporation (the "Company") and Sonera Media
Holding B.V., a company organized under the laws of the Netherlands ("Sonera"),
Sonera purchased from the Company 4,000,000 shares (the "Shares") of the
Company's Common Stock for an aggregate purchase price of $68 million, or $17
per share, representing after the purchase approximately 25.5% of the
outstanding shares of Common Stock of the Company. Sonera is a wholly-owned
subsidiary of Sonera Corporation, a limited liability company organized under
the laws of Finland.
The sale and issuance of the Shares to Sonera was approved by the Company's
shareholders at a special meeting held on January 31, 2001.
In connection with the closing of the transactions contemplated by the
Purchase Agreement, the parties entered into an Investment Agreement and a
Registration Rights Agreement, copies of which are attached hereto as exhibits.
There were no prior material relationships between the Company or any of
the Company's affiliates, any director or officer of the Company, or any
associate of such director or officer, on the one hand, and Sonera, on the other
hand.
Additional information concerning this transaction is contained in the Form
8-K which was filed by the Company with the Securities and Exchange Commission
on November 20, 2000.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
EXHIBIT NO. DESCRIPTION
99.1 Press Release, dated February 2, 2001, "Metro One
Telecommunications Announces Completion of Sonera
Investment".
99.2 Investment Agreement dated as of February 2, 2001, between
Metro One Telecommunications, Inc. and Sonera Media Holding
B.V.
99.3 Registration Rights Agreement dated as of February 2, 2001,
between Metro One Telecommunications, Inc. and Sonera Media
Holding B.V.
99.4 Guaranty dated as of November 8, 2000 by Sonera Corporation.
99.5 Stock Purchase Agreement dated as of November 8, 2000 between
Metro One Telecommunications, Inc. and Sonera Media Holding B.V.,
incorporated herein by reference to Exhibit 99.2 to the Company's
Form 8-K dated November 8, 2000 and filed on November 20, 2000.
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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 thereunto duly authorized.
Date: February 15, 2001
Metro One Telecommunications, Inc.
By: /s/ TIMOTHY A. TIMMINS
-----------------------------------
Timothy A. Timmins
President and Chief Executive Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
99.1 Press Release, dated February 2, 2001, "Metro One
Telecommunications Announces Completion of Sonera
Investment".
99.2 Investment Agreement dated as of February 2, 2001 between
Metro One Telecommunications, Inc. and Sonera Media Holding
B.V.
99.3 Registration Rights Agreement dated as of February 2, 2001
between Metro One Telecommunications, Inc. and Sonera Media
Holding B.V.
99.4 Guaranty dated as of November 8, 2000 by Sonera Corporation.
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