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) November 24, 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
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(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 5. Other Events.
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On November 24, 1998, the Registrant entered into a Settlement Agreement
(the "Settlement Agreement") with VDC Communications, Inc. (successor to VDC
Corporation Ltd.) ("VDC") resolving the Registrant's disputes with VDC as
reported in the Registrant's Current Report on Form 8-K dated November 10, 1998.
Michael Richard, the Registrant's Acting Chief Executive Officer, is also a
party to the Settlement Agreement as Disbursing Agent. A copy of the Settlement
Agreement is attached as Exhibit 10.1 hereto.
Pursuant to the Settlement Agreement, VDC agreed to release the Registrant
from any claims, including but not limited to claims relating to VDC's fraud
allegations, arising from VDC's purchase in June 1998 of 2,000,000 shares of
common stock (the "MCC Shares") and warrants to purchase 4,000,000 shares of
common stock (the "MCC Warrants") of Metromedia China Corporation ("MCC") in
exchange for 5,300,000 shares of common stock of VDC and up to $700,000 in cash.
VDC also agreed (i) to assist the Registrant to secure the return of the shares
of VDC common stock owned by the Registrant which are pledged to MCC in
accordance with the Pledge Agreement in favor of MCC dated June 8, 1998; (ii) to
cause VDC counsel to deliver any legal opinions necessary for the resale of
shares of VDC common stock held by the Registrant and to cause VDC's transfer
agent to remove any restrictive legends from such share certificates; (iii) to
provide certain periodic disclosure to the Registrant; and (iv) to refrain from
seeking to recover any portion of funds previously escrowed that have been paid
or are payable to creditors of the Registrant.
In return for VDC's agreements and commitments outlined above, the
Registrant has agreed to escrow up to 2,000,000 shares of VDC common stock
currently held in the Registrant's name (the "Escrow Shares") for up to eighteen
months, with such Escrow Shares to be released to the Registrant for
distribution to the Registrant's creditors and/or shareholders upon the
satisfaction of any one of a number of conditions. These conditions relate to
(i) the per share price at which MCC conducts an initial public offering; (ii)
the per share price that VDC receives in any exchange of the MCC Shares; (iii)
in the event the MCC Warrants have expired, the market price of the MCC Shares;
(iv) the aggregate consideration received by VDC in any sale of the MCC Shares
and/or Warrants; (v) the valuation, as determined by an independent qualified
investment banker or appraiser, of MCC's businesses; (vi) the continued listing
of VDC common stock on a national exchange or on the NASDAQ National Market or
SmallCap Market; (vii) the per share market price of VDC's common stock; and
(viii) the gross and per share proceeds received by VDC in any public or private
offerings of its common stock.
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Item 7. Financial Statement, Pro Forma Financial Information and Exhibits.
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(c) Exhibits
No. Description
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10.1 Settlement Agreement, dated as of November 24, 1998, among VDC
Communications, Inc. (successor to VDC Corporation Ltd.), PortaCom
Wireless, Inc. and Michael Richard.
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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: December 3, 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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10.1 Settlement Agreement, dated as of November 24, 1998, among VDC
Communications, Inc. (successor to VDC Corporation Ltd.), PortaCom
Wireless, Inc. and Michael Richard.
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