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
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Date Of Report (Date Of Earliest
Event Reported): April 8, 1998
PEOPLE'S CHOICE TV CORP.
(Exact name of registrant as specified in its charter)
Delaware 0-21920 06-1366643
(State of incorporation) (Commission File Number) (I.R.S. Employer
identification number)
Two Corporate Drive, Suite 249
Shelton, Connecticut 06484
(Address of principal executive offices, including zip code)
(203) 925-7900
(Registrant's telephone number, including area code)
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Item 5. Other Events
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On April 8, 1998, James J. Mossman and Anthony Grillo resigned from the
Board of Directors of People's Choice TV Corp. (the "Company"). As a result of
these two resignations, the Board of Directors of the Company now consists of
three members. The Company has commenced a search for new board member
candidates but has not selected any nominees at this time.
Messrs. Mossman and Grillo are affiliated with Blackstone Capital Partners
II Merchant Banking Fund L.P. and two affiliated companies (the "Blackstone
Companies") which companies hold all of the outstanding shares of the
Convertible Cumulative Pay-in-Kind Preferred Stock issued by the Company (the
"Preferred Stock"). Pursuant to the instruments related to the Preferred Stock,
the Blackstone Companies are entitled to appoint two directors to the board of
directors of the Company. Messrs. Mossman and Grillo were the current board
member designees of the Blackstone Companies. While the Blackstone Companies
have not appointed two director designees to replace Messrs. Mossman and Grillo,
they retain the right to make such appointments at any time in the future.
The Nasdaq Stock Market, Inc. ("Nasdaq") recently informed the Company that
Nasdaq has determined that the Company is not in compliance with a market
capitalization maintenance standard with respect to the listing of the Company's
Common Stock on the Nasdaq SmallCap Market. Nasdaq further advised the Company
that its Common Stock was scheduled for delisting from the SmallCap Market.
Pursuant to Nasdaq procedures, the Company has appealed this determination and
has requested a ninety-day temporary exception to the market capitalization
maintenance standard. This appeal is pending. To remain listed on the Nasdaq
SmallCap Market, the Company must also have two independent directors on its
board of directors. As a result of the resignations of Messrs. Mossman and
Grillo, the Company does not currently satisfy this requirement. While the
Company is seeking independent director nominees, the Company's lack of two
independent directors may be an additional factor preventing the Company from
successfully appealing Nasdaq's delisting determination.
Signature
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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.
Date: April 13, 1998
PEOPLE'S CHOICE TV CORP.
By: /s/ Donald E. Olander
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Name: Donald E. Olander
Title: Vice President