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 (Date of earliest event reported): February 8, 2002
CHADMOORE WIRELESS GROUP, INC.
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
Colorado 0-20999 84-1058165
- -------------------------------- ------------------------ ----------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
- --------------------------------------------------------------------------------
2875 E. Patrick Lane, Suite G
Las Vegas, Nevada 89120
(Address of principal executive offices) (Zip Code)
- --------------------------------------------------------------------------------
Registrant's telephone number, including area code: (702) 740-5633
- --------------------------------------------------------------------------------
Item 2. Acquisition or Disposition of Assets.
On February 8, 2002, pursuant to the Agreement and Plan of Reorganization dated
as of August 21, 2000, as amended, by and among Chadmoore Wireless Group, Inc.,
a Colorado corporation (the "Company"), Nextel Communications, Inc., a Delaware
corporation ("Nextel"), and Nextel Finance Company, a Delaware corporation and a
wholly-owned subsidiary of Nextel, the Company sold substantially all of its
assets to Nextel in exchange for $130 million in cash. The asset sale
transaction is more fully described in the proxy statement of the Company dated
as of December 14, 2001.
Item 5. Other Events.
On February 22, 2002, the Company filed its Articles of Dissolution which became
effective as of 12:01 a.m., February 23, 2002. The Company has instructed its
transfer agent to close the share transfer records of the Company and to no
longer recognize or record any transfers of shares of the Company's common
stock. The record date for all future distributions to shareholders of the
Company's common stock shall be as of the close of trading on February 22, 2002.
The Company is proceeding with its dissolution and liquidation under Colorado
law pursuant to the Plan of Liquidation of the Company as approved by its
shareholders.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
The pro forma financial information as required by this item
shall be filed by amendment to this Current Report on Form 8-K not later than 60
days after the date that the initial report on this Form 8-K has been filed.
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Reorganization dated as of August
21, 2000 by and among Nextel Communications, Inc.,
Nextel Finance Company, and Chadmoore Wireless Group,
Inc. (incorporated by reference to Annex A to the Proxy
Statement filed as of December 14, 2001).
2.2 Plan of Liquidation of Chadmoore Wireless Group, Inc.
(incorporated by referenced to Annex B to the Proxy
Statement filed as of December 14, 2001).
99.1 Press release of Chadmoore Wireless Group, Inc. dated
February 8, 2002.
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.
Date: February 25, 2002 By: /s/ Robert W. Moore
--------------------
Robert W. Moore
President and Chief Executive Officer
EXHIBIT INDEX
-------------
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Reorganization dated as of August
21, 2000 by and among Nextel Communications, Inc.,
Nextel Finance Company, and Chadmoore Wireless Group,
Inc. (incorporated by reference to Annex A to the Proxy
Statement filed as of December 14, 2001).
2.2 Plan of Liquidation of Chadmoore Wireless Group, Inc.
(incorporated by referenced to Annex B to the Proxy
Statement filed as of December 14, 2001).
99.1 Press release of Chadmoore Wireless Group, Inc. dated
February 8, 2002.