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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: June 28, 1996
Date of earliest event reported: June 14, 1996
CHADMOORE WIRELESS GROUP, INC.
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(Exact name of registrant as specified in its charter)
Colorado 33-14841-D 84-1058165
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4720 Polaris Street, Las Vegas, Nevada 89103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 891-5255
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 14, 1996, Registrant executed a Stock Purchase Agreement (the
"Agreement") (see, Exhibit 10.11 included herein) with Libero Limited
("Libero"). Pursuant to the Agreement, Registrant acquired from Libero all the
issued and outstanding common stock of CMRS Systems, Inc. ("CMRS") and 800 SMR
Network, Inc. ("800") (jointly the "Management Companies"). The Management
Companies are in the business of constructing and managing multi-channel
trunked 800 MHz trunked Specialized Mobile Radio ("SMR") stations ("Stations").
The Management Companies have entered into management agreements ("Management
Agreements") with certain companies (the "Companies"), pursuant to which CMRS
or 800, as the case may be, has agreed, in accordance with applicable Federal
Communications Commission ("FCC") rules, regulations and policies, to construct
and manage all of the Stations for which the Companies have received licenses
from the FCC. The respective shareholders of the Companies (the "Licensees")
have granted to CMRS or 800, as the case may be, options to acquire all of the
stock of the Licensees ("Options"), at such time as CMRS and 800 are qualified
to hold the Licenses in full compliance with Section 310 of the Communications
Act of 1934, as amended.
No material relationship exists between Libero, the Management
Companies, or the Licensees and Registrant or any of its affiliates, any
director or officer of Registrant or any associate of any such director or
officer.
Registrant consummated such acquisition for a net present value price
of $34,712,499. The purchase price was paid with (1) an aggregate cash
consideration of $3,547,000; (2) 508,000 shares of Registrant's restricted
common stock valued at $2,032,000; and (3) a grant of option to purchase
8,323,857 shares of Registrant's common stock for a period of ten years
pursuant to an Offshore Securities Purchase Agreement and Stock Option
Agreement of even date, valued at $29,133,499. The Registrant had sufficient
cash on hand for the cash consideration paid.
The acquisition is significant to the Registrant in that such
acquisition substantially increases the number of Stations under management and
expands the service footprint of the Registrant to over two hundred markets
located in forty-six States and the U.S. Territories of Puerto Rico and the
Virgin Islands. Registrant intends to construct, manage and operate the
Stations in accordance with the terms and conditions of the Management
Agreements. Once the Stations are constructed, Registrant intends to manage
and operate Stations to provide wireless communications services to the
population resident in the service footprint of the Stations. Further, once
the Registrant is qualified to hold the Licenses under the applicable rules,
regulations and policies of the Federal Communications Commission, Registrant
intends to seek a transfer of control for the Stations from the Licensees to
Registrant.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
None.
(b) Exhibits
Exhibit Number and Brief Description
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2.1 Agreement and Plan of Reorganization dated February 2, 1995, by and between Registrant (f/k/a CapVest
Internationale, Ltd.) and Chadmoore Communications, Inc.(1)
2.2 Addendum to the Agreement and Plan of Reorganization, dated February 21, 1995, by and between Registrant (f/k/a
CapVest Internationale, Ltd.) and Chadmoore Communications, Inc.(1)
2.3 Addendum No. 2 to the Agreement and Plan of Reorganization, dated March 31, 1995, by and between Registrant
(f/k/a CapVest Internationale, Ltd.) and Chadmoore Communications, Inc.(1)
4.1 Form of Warrant Certificate, together with the Terms of Warrants(2)
4.2 Registration Rights Agreement(3)
4.3 Certificate of Designation of Rights and Preferences of Series A Convertible Preferred Stock of Registrant(4)
10.11 Stock Purchase Agreement dated June 14, 1996, by and between Chadmoore Wireless Group, Inc. and Libero
Limited(5)
17.1 Resignation of David J. Chadwick dated April 30, 1996(6)
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(1) Incorporated by reference to Exhibit 1 in Registrant's Form 8-K, under
Item 2, date of earliest event reported - February 21, 1995
(2) Incorporated by reference to Exhibit 4.1 to Registrant's Form 10-KSB
for the year ended December 31, 1995
(3) Incorporated by reference to Exhibit 4.2 to Registrant's Form 10-KSB
for the year ended December 31, 1995
(4) Incorporated by reference to Exhibit 3.4 to Registrant's Form 10-KSB
for the year ended December 31, 1995
(5) Filed herewith
(6) Incorporated by reference to Exhibit 17.1 in Registrant's Form 8-K,
under Item 6, date of earliest event reported - April 30, 1996
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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.
CHADMOORE WIRELESS GROUP, INC.
By: /s/ Robert W. Moore
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Robert W. Moore, President
Date: June 28, 1996
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EXHIBIT INDEX
2.1 Agreement and Plan of Reorganization dated February 2, 1995, by and between registrant (f/k/a CapVest
Internationale, Ltd.) and Chadmoore Communications, Inc.(1)
2.2 Addendum to the Agreement and Plan of Reorganization, dated February 21, 1995, by and between registrant (f/k/a
CapVest Internationale, Ltd.) and Chadmoore Communications, Inc.(1)
2.3 Addendum No. 2 to the Agreement and Plan of Reorganization, dated March 31, 1995, by and between registrant
(f/k/a CapVest Internationale, Ltd.) and Chadmoore Communications, Inc.(1)
4.1 Form of Warrant Certificate, together with the Terms of Warrants(2)
4.2 Registration Rights Agreement(3)
4.3 Certificate of Designation of Rights and Preferences of Series A Convertible Preferred Stock of registrant(4)
10.11 Stock Purchase Agreement dated June 14, 1996, by and between Chadmoore Wireless Group, Inc. and Libero
Limited(5)
17.1 Resignation of David J. Chadwick dated April 30, 1996(6)
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(1) Incorporated by reference to Exhibit 1 in registrant's Form 8-K, under
Item 2, date of earliest event reported - February 21, 1995
(2) Incorporated by reference to Exhibit 4.1 to registrant's Form 10-KSB for
the year ended December 31, 1995
(3) Incorporated by reference to Exhibit 4.2 to registrant's Form 10-KSB for
the year ended December 31, 1995
(4) Incorporated by reference to Exhibit 3.4 to registrant's Form 10-KSB for
the year ended December 31, 1995
(5) Filed herewith
(6) Incorporated by reference to Exhibit 17.1 in registrant's Form 8-K,
under Item 6, date of earliest event reported - April 30, 1996