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) February 6, 1997 ------------------------------ POWERTEL USA, INC. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-14873 84-0897771 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 77-564B Country Club Drive Suite 340, Palm Desert, CA 92211 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (619) 772-3100 ----------------------------- - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) POWERTEL USA, INC. INDEX Item Number and Caption Page Number - ----------------------- ----------- Item 5. Other Events ....................................... 1 ITEM 5. OTHER EVENTS On February 6, 1997, Registrant's Vice-President-Finance, Kenton Bowers, was dismissed for cause and Pattinson Hayton was elected interim President until a permanent replacement could be found. Registrant's previous President, Stefan N. Tevis, resigned in January, 1997. As previously disclosed, Registrant has agreed to acquire all the outstanding stock of Theme Publishing and Communications Group ("Theme") for redeemable/convertible preferred stock having a value of $4,000,000. The Theme transaction is expected to close on or about February 28, 1997. Consummation of the transaction is subject to certain conditions, including the settlement, dismissal or other termination of various lawsuits pending against Registrant which were filed by former officers and/or directors of Registrant. 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. POWERTEL USA, INC. /s/ Kevin J. Quinn --------------------------- Kevin J. Quinn, Secretary Date February 27, 1997 ----------------------