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) JULY 22, 1997
CS WIRELESS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-20295 23-2751747
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
200 CHISHOLM PLACE
SUITE 202
PLANO, TEXAS 75075
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (972) 633-4000
ITEM 5. OTHER EVENTS
Pursuant to a Certificate of Written Consent of a Majority of the
Stockholders in Lieu of an Annual Meeting ("Written Consent") dated July 22,
1997, CAI Wireless Systems, Inc. and Heartland Wireless Communications, Inc.
elected the members of the Board of Directors of CS Wireless Systems, Inc.
(the "Company"). Jared E. Abbruzzese, Alan Sonnenberg, David Webb, James P.
Ashman, Robert D. Happ, D. Michael Sitton and William W. Sprague were
re-elected to the Board to hold seven of the nine Director positions required
under the Company's By-laws. Information regarding each of the Directors
continuing to serve the Company is set forth in the Company's Annual Report
on Form 10-K for the year ended December 31, 1996.
Carroll McHenry and Alan Wheeler were also elected to serve on the Board
of Directors to fill the required Directors positions.
Carroll D. McHenry, 54, is Chairman of the Board, President and Chief
Executive Officer of Heartland Wireless Communications, Inc. ("Heartland").
He has served as Acting Chief Financial Officer of Heartland since April,
1997. For the past five years, Mr. McHenry was a senior executive at Alltel,
Inc., a national communications holding company, most recently serving as
President of Alltel's Communications Service Group, and serving as President
of Alltel Mobile Communications, Inc., from July 1992 to May 1995. From 1991
to 1992, Mr. McHenry was Vice President of Cellular Business Development at
Qualcomm, Inc. From 1989 to 1991, Mr. McHenry was President, Chief Executive
Officer and Chairman of the Board of Celluland, Inc., a franchiser of
cellular telephone stores. From 1980 to 1989, Mr. McHenry served in various
capacities with Mobile Communications Corporation of America ("MCCA") and as
President and Chief Executive Officer of American Cellular Communications, a
joint venture between MCCA and BellSouth. Mr. McHenry is a director of
Wireless One, Inc.
Allen Wheeler, 64, is a director of Heartland and was Vice Chairman of
its Board of Directors from February 1996 until February 1997. From January
1997 until February 1997, Mr. Wheeler served as the acting President and
Chief Executive Officer of Heartland. Mr. Wheeler is also a member of the
Compensation Committee of Heartland. Mr. Wheeler has owned and managed
diversified investments through Allen Wheeler Management, Inc., a personal
holding company, for over 20 years. Mr. Wheeler's investments have
emphasized the media/communications industries. Mr. Wheeler has been a
shareholder, director and officer of several media/communications companies
involved in network and independent television stations, AM and FM radio
stations, paging and telephony. Mr. Wheeler is currently a director of
Wireless One, Inc. and Texoma Medical Center, Inc.
Additionally, the majority of stockholders authorized pursuant to the
Written Consent the (i) appointment of KPMG Peat Marwick as the Company's
independent auditors for the fiscal year ending December 31, 1997, and the
(ii) amendment of the 1996 CS Wireless Systems, Inc. Incentive Stock Option
Plan (the "Plan") to (a) increase the number of shares of the Company's
common stock eligible for granting under the Plan to 1.5 million shares, (b)
permit the Plan Committee to grant stock awards, other than Incentive Stock
Options, to independent contractors and service providers to the Company and
its affiliates and (c) provide maximum flexibility to
the Committee administering the Plan to determine vesting, exercise and
expiration terms of the stock awards granted under the Plan on a case-by-case
basis.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits
10.1 Amended and Restated 1996 CS Wireless Systems, Inc. Incentive
Stock Plan.
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 hereunto duly authorized.
DATED: August 11, 1997 CS WIRELESS SYSTEMS, INC.
BY: /s/ JEFFREY A. KUPP
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JEFFREY A. KUPP
SENIOR VICE PRESIDENT-FINANCE
AND CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL OFFICER)