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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: July 11, 1996
Date of earliest event reported: July 5, 1996
CHADMOORE WIRELESS GROUP, INC.
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(Exact name of registrant as specified in its charter)
Colorado 33-14841-D 84-1058165
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(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 5. OTHER EVENTS.
On July 5, 1996, Registrant concluded a private placement conducted in
accordance with Regulation S ("Regulation S") of the Securities Act of 1933, as
amended. Registrant sold $5,000,000 of 8% Convertible Notes due June 5, 1999
(the "Note(s)"), through a Distributor, as defined in Regulation S. Under the
terms of the Note(s), Registrant shall pay interest on the principal sum
outstanding from time to time, semi-annually in arrears on December 5th and
June 5th, at the rate of 8% per annum accruing from date of issuance. The
Note(s) were issued in denominations of $100,000. After expiration of the
40-day restricted period imposed by Regulation S, the holder(s) of the Note(s)
are entitled to convert one-third (1/3) or any portion of the principal amount
which is at least $100,000 into shares of Common Stock of the Registrant. The
remaining two-thirds (2/3) of the original principal amount of the Note(s) are
convertible into Common Stock sixty-one (61) and eighty-one (81) days,
respectively, after the closing date of the offering. In addition, the
Noteholder(s) are restricted from converting an amount which would cause them
to exceed more than 4.99% beneficial ownership of the Registrant's Common Stock
determined in accordance with Section 13(d) of the Securities Exchange Act of
1934, as amended. If for any reason, during the term of the Note(s),
Regulation S is rescinded or modified so as to preclude the Noteholder(s) from
relying on such exemption, the Noteholder(s) received demand registration
rights for the Common Stock issuable upon conversion pursuant to a Registration
Rights Agreement (the "Agreement") between the Registrant and the
Noteholder(s).
No material relationship exists between any of the Noteholder(s), or
the Distributor, and Registrant or any of its affiliates, any director or
officer of Registrant or any associate of any such director or officer.
In connection with the offering, the Registrant received proceeds of
$4,416,976, net of costs of $583,024.
In accordance with paragraph (4)(iii)(A) of Item 601 of Regulation
S-K, the instruments defining the rights of the holder(s) are not filed
herewith because the debt securities are not being registered and the total
amount of securities authorized thereunder do not exceed 10 percent of the
total assets of the Registrant. However, the Registrant undertakes to furnish
a copy of such instruments to the Commission upon request.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
None.
(b) Exhibits
Exhibit Number and Brief Description
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)
17.1 Resignation of David J. Chadwick dated April 30, 1996(5)
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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) 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: July 11, 1996
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