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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
AMENDMENT NO. 1
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 15, 1998
NUMEREX CORP.
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(Exact name of registrant as specified in its charter)
New York 0-22920 11-2948749
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(State of other jurisdiction (SEC File Number) (IRS Employer
of incorporation) Identification No.)
100 Four Falls Corporate Center, Suite 407, Route 23 and Woodmont Road
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West Conshohocken, PA 19428-2961
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(Address of principal executive offices)
Registrant's telephone number, including area code (610) 941-2844
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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Numerex Corporation ("Numerex"), BellSouth Wireless, Inc. ("BellSouth
Wireless") and BellSouth Corporation completed a transaction whereby Cellemetry
LLC, a joint venture between Numerex and BellSouth Wireless, was effectuated.
Cellemetry LLC, a Delaware limited liability company, is owned 60% by Numerex
and 40% by BellSouth Wireless. The parties have entered into an operating
agreement (the "Operating Agreement") which deals with, among other things, the
conduct of the business of Cellemetry LLC. Pursuant to the Operating Agreement,
Numerex will make initial in-kind and cash contributions valued at $7.5 million
as well as additional cash contributions of up to $15.5 million during the first
three years of Cellemetry LLC's operations. Numerex's initial contributions may
be represented by, with the consent of BellSouth Wireless, (i) various interests
it has in Uplink Security, Inc., including a 19.5 equity interest in Uplink, or
(ii) certain business plan attainment levels (as well as a cash component if
certain levels are not attained). The initial contribution by Numerex also
included a license from Europlex Research Limited relating to gateway router and
radio module technologies. BellSouth Wireless has made an initial in-kind
capital contribution of all the assets related to its cellemetry technology,
valued at $15.3 million. During the first three years of Cellemetry LLC's
operations, no additional capital contributions are required to be made by
BellSouth Wireless. Pursuant to the Operating Agreement, each party has made
warranties, representations and indemnifications to the other parties.
Cellemetry LLC will initially have five board members, three of whom will be
appointed by Numerex and two by BellSouth Wireless. The Operating Agreement
requires that certain actions of the board of directors require the approval by
at least one of the BellSouth Wireless appointees. In addition, the Operating
Agreement provides certain restrictions on the right to transfer ownership
interests in Cellemetry LLC. In the event certain goals established by the
business plan for Cellemetry LLC are not achieved, in certain circumstances, at
Numerex's election, it may require either that BellSouth put its interest to
Numerex for $15.33 million, plus interest at a 13% annual compound rate, or take
various actions whereby certain property and other rights belonging to
Cellemetry LLC (including cellemetry technology) would be transferred to
BellSouth. The Operating Agreement also addresses various rights of the parties
in the event of dissolution, liquidation and termination. Cellemetry LLC has
elected to be taxed as a partnership for federal, state and foreign income tax
purposes.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this amended report to be signed on its behalf by the
undersigned hereunto duly authorized.
NUMEREX CORP.
DATE: September 15, 1998 By: /s/ Charles L. McNew
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Charles L. McNew, Vice President
and Chief Financial Officer