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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) APRIL 2, 1998
LET'S TALK CELLULAR & WIRELESS, INC.
(Exact name of registrant as specified in charter)
Florida 0-23351 65-0292891
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State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation
800 Brickell Avenue, Suite 400, Miami, Florida 33131
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(Address of principal offices) (Zip Code)
Registrant's telephone number including area code (305) 358-8255
(Former name or former address, if changed since last report) Not applicable
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Item 2. ACQUISITION OF ASSETS.
On April 2, 1998, Let's Talk Cellular & Wireless, Inc., a Florida
corporation (the "Registrant"), completed the acquisition of all of the
outstanding capital stock (the "Shares") of Sosebee Enterprises, Inc., a Georgia
corporation doing business as "Cellular Warehouse," and Cellular Warehouse,
Inc., a Georgia corporation (together, the "Companies"). The Shares were
purchased by the Registrant from Messrs. Richard J. Sosebee and Frederick L.
Hill, III (the "Selling Shareholders"), each of whom owned half of the
outstanding common stock of each Company. The Selling Shareholders received as
consideration from the Registrant an aggregate of (i) Seventeen Million Six
Hundred Nineteen Thousand Seven Hundred and Seventy Dollars ($17,619,770
million) in cash and (ii) Five Hundred and Fifty Thousand (550,000) shares of
the common stock of the Registrant. The cash portion of the consideration paid
by the Registrant was financed through a Loan and Security Agreement, dated
April 2, 1998, by and among the Registrant and certain of its subsidiaries,
certain Lenders and The Chase Manhatten Bank, as Agent. The consideration was
negotiated at arms-length by the Registrant and the Selling Shareholders. The
Companies are independent specialty retailers of cellular and wireless products,
services and accessories. The Registrant intends to operate the Companies in
substantially the same manner as they operated prior to the Registrant's
acquisition of the Shares.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS. Audited Financial Statements will be
provided by an amendment to this Form 8-K.
EXHIBITS
2.1 Amended and Restated Stock Purchase Agreement dated as of
March 1, 1998 by and between Let's Talk Cellular & Wireless, Inc. and
Certain Selling Shareholders Relating to the Acquisition of Sosebee
Enterprises, Inc. d/b/a Cellular Warehouse and Cellular Warehouse,
Inc.
10.1 Loan and Security Agreement dated April 2, 1998 by and among
Let's Talk Cellular & Wireless, Inc. and certain of its subsidiaries,
certain Lenders and The Chase Manhatten Bank, as Agent.
10.2 Authorized Agency Agreement between BellSouth Cellular National
Marketing, Inc. and Let's talk Cellular & Wireless, Inc., effective
April 1, 1998.
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.
LET'S TALK CELLULAR & WIRELESS, INC.
(Registrant)
By: /s/ Nicolas Molina
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Nicolas Molina
Chief Executive Officer