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 (Date of earliest event reported) AUGUST 13, 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 CS Wireless Systems, Inc. (the "Company") announced on August 13, 1997 the execution of various agreements with TelQuest Satellite Services LLC which has been organized to provide digital video programming services, including a combined headend in the sky and direct-to-home (DTH) Ku-band offering. The Company, through its Affiliation Agreement with TelQuest Satellite Services LLC, anticipates that TelQuest's headend in the sky service will be utilized in connection with CS's planned launch of digital video services in Dallas, Texas and in selected other markets in which the Company operates. The Company also agreed to invest $2,500,000 in cash and contribute, through a lease, up to $2,500,000 in equipment to acquire a 25% ownership interest in TelQuest Satellite Services, LLC. TelQuest Satellite Service LLC's other members are TelQuest Communications, Inc. and CAI Wireless Systems, Inc. CAI owns approximately forty-seven percent (47%) of CS. Jared Abbruzzese, Chairman of CS, is the majority shareholder in TelQuest Communications, Inc. and is Chairman and Chief Executive Officer of CAI. TelQuest Satellite Services LLC will begin providing headend in the sky service to affiliates this fall via its national uplink facility being constructed in Hawley, Pennsylvania by Nexcom, Inc. and the TelStar 5 Satellite successfully deployed by Loral Skynet in July. In addition to its headend in the sky service, TelQuest Satellite Services LLC plans to offer a DTH digital video programming service commencing in 1998. ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 10.1 MMDS Affiliation Agreement (Portions of the Agreement have been omitted pursuant to a request for confidential treatment filed with the Commission) 99.1 Press Release of August 13, 1997 2 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 28, 1997 CS WIRELESS SYSTEMS, INC. BY: /s/ Jeffrey A. Kupp ---------------------------------- JEFFREY A. KUPP SENIOR VICE PRESIDENT-FINANCE AND CHIEF FINANCIAL OFFICER (PRINCIPAL FINANCIAL OFFICER) 3