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) October 27, 1998
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PORTACOM WIRELESS, INC.
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(Exact name of registrant as specified in charter)
Delaware 0-23228 33-0650673
(State or Other Juris- (Commission File Number) (IRS Employer Identi-
diction of Incorporation) fication No.)
10061 Talbert Avenue, Suite 200, Fountain Valley, California 92708
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(Address of principle executive offices) (Zip Code)
Registrant's telephone number, including area code 714-593-3234
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N/A
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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.
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Pursuant to its confirmed Plan of Reorganization (the "Plan") in its
Chapter 11 bankruptcy case in the United States Bankruptcy Court for the
District of Delaware (the "Bankruptcy Court"), Case No. 98-661 (PJW), PortaCom
Wireless, Inc. (the "Registrant") plans to distribute 358,017 shares of common
stock of VDC Corporation, Ltd. ("VDC") held by the Registrant to 23 creditors of
the Registrant in satisfaction of certain claims of such creditors and to return
159,526 shares of VDC Common Stock held by the Registrant to VDC. The
distribution of VDC Common Stock to creditors of PortaCom and the return of
shares of VDC Common Stock to VDC will be completed upon the delivery of a legal
opinion from VDC's counsel to VDC's transfer agent. On October 27, 1998,
pursuant to the Plan, the Registrant distributed $1,402,200 in cash to 42
creditors of the Registrant in satisfaction of certain claims of such creditors.
Item 5. Other Events.
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On October 20, 1998, the Registrant, VDC and the Committee of Unsecured
Creditors of the Registrant (the "Committee") entered into, and the Bankruptcy
Court approved, a Stipulation Regarding Motion of VDC Corporation Ltd. for
Reconsideration and Partial Stay of Confirmation Order Pending Completion of
Fed. R. Bankr. P. 2004 Examinations to Investigate Grounds for Possible
Revocation of Confirmation (the "Stipulation"). The Stipulation was in response
to a motion (the "Motion") filed with the Bankruptcy Court by VDC seeking
reconsideration and a stay of the Bankruptcy Court's Confirmation Order
confirming the Plan in order to conduct examinations of representatives of the
Registrant, Metromedia China Corporation ("MCC") and others regarding alleged
possible fraudulent representations made by principals of the Registrant and
others to induce VDC to enter into that certain Asset Purchase Agreement dated
March 23, 1998 (the "Asset Purchase Agreement"). Pursuant to the Asset Purchase
Agreement, VDC acquired from the Registrant 2,000,000 shares of common stock of
MCC and warrants to purchase an additional 4,000,000 shares of common stock of
MCC in exchange for 5,300,000 shares of common stock of VDC and up to $700,000
in cash. The Registrant and the Committee dispute VDC's allegations and filed
objections to the Motion.
Pursuant to the Stipulation, the Registrant agreed to (i) defer any
distribution of shares of VDC common stock to the Registrant's equity holders
until March 2, 1999; (ii) return 159,526 shares of VDC common stock to VDC which
it was already obliged to return (see Item 2 hereof); and (iii) hold 102,320
shares of VDC common stock in reserve for disputed claims held by creditors of
the Registrant. VDC agreed, pursuant to the Stipulation, to allow the Registrant
to distribute shares of common stock of VDC and cash to creditors of the
Registrant in Classes 1 through 5 of the Plan holding allowed and undisputed
claims (see Item 2 hereof). The Registrant and VDC have also agreed to cooperate
with respect to VDC's investigation of VDC's fraud allegations. A copy of the
Stipulation is attached as Exhibit 2.1 hereto.
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Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
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(b) Pro Forma Financial Information.
The Registrant does not intend to file pro forma financial information in
connection with the aforementioned disposition of assets. The assets that were
disposed of were not operating assets and did not constitute a line of business
for the Registrant. Therefore, it is the Registrant's position that such pro
forma financial would not be material to investors.
(c) Exhibits
No. Description
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2.1 Stipulation Regarding Motion of VDC Corporation Ltd. for Reconsideration
and Partial Stay of Confirmation Order Pending Completion of Fed. R. Bankr.
P. 2004 Examinations to Investigate Grounds for Possible Revocation of
Confirmation.
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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.
PORTACOM WIRELESS, INC.
(Registrant)
Date: November 10, 1998 By: /s/ Michael Richard
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Name: Michael Richard
Title: Acting Chief Executive Officer
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EXHIBIT INDEX
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No. Description
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2.1 Stipulation Regarding Motion of VDC Corporation Ltd. for Reconsideration
and Partial Stay of Confirmation Order Pending Completion of Fed. R. Bankr.
P. 2004 Examinations to Investigate Grounds for Possible Revocation of
Confirmation.
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