UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 16, 2002
CHADMOORE WIRELESS GROUP, INC.
(Exact name of registrant as specified in its charter)
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Colorado 0-20999 84-1058165
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
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2875 E. Patrick Lane, Suite G
Las Vegas, Nevada 89120
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (702) 740-5633
Item 5. Other Events.
Chadmoore Wireless Group, Inc., a dissolved Colorado corporation-2002
("Chadmoore"), and Emergency Radio Services, Inc. ("ERS"), have entered into a
Settlement Agreement dated as of August 16, 2002 (the "Settlement Agreement"),
with respect to their pending arbitration matter. The arbitration arose as a
result of the claim of ERS against Chadmoore alleging breach of a certain
agreement between the parties dated as of June 12, 1997, and amended as of July
23, 1997 and August 5, 1997. ERS claims that the agreement entitles ERS to
certain radio channels in Fort Wayne, Indiana. Based upon the alleged amount of
ERS's claim, Chadmoore's board of directors had previously reserved $5,650,000
for this matter.
The Settlement Agreement provides for the settlement of all claims between the
parties in consideration for Chadmoore's payment to ERS of $375,000 and the
transfer to ERS of Chadmoore's 70% interest in the five specialized mobile radio
(SMR) channels licensed to PTT Communications of Fort Wayne Limited, the Indiana
limited liability company of which both ERS and Chadmoore are members. Pursuant
to the Settlement Agreement, on August 20, 2002, Chadmoore filed applications
with the Federal Communications Commission (FCC) to transfer the SMR channel
licenses to ERS. Chadmoore anticipates that FCC approval of the applications
will require between three and six months. The $375,000 settlement payment has
been placed into escrow pending FCC approval of the license transfers. In
addition, ERS has entered into a management agreement dated as of September 1,
2002, pursuant to which it shall assume the customary operating expenses of the
system from that date. The foregoing description of the Settlement Agreement is
a summary of certain of its provisions. Reference is made to the final form of
the Settlement Agreement attached hereto as Exhibit 10.1 for all of its terms
and conditions.
Following FCC approval and the payment of the $375,000 settlement amount out of
escrow, the $5,275,000 remainder of the Company's $5,650,000 reserve for the ERS
arbitration will be distributed to Chadmoore's shareholders, equivalent to about
$0.076 per share.
This report contains "forward-looking statements" as that term is defined in the
Private Securities Litigation Reform Act of 1995. Forward-looking statements are
denoted by such words as "anticipates," "approximately," "hopes," "about,"
"expected," and similar words or phrases that refer to anticipated future
events. These forward-looking statements are subject to a number of risks and
uncertainties that could cause actual results or events to differ materially
from those expressed or implied by the forward-looking statements, including
risks related to failure to obtain timely FCC approval of the license transfers
or other events. In addition, the Company's forward-looking statements should be
considered in the context of other risks and uncertainties as discussed in the
Company's periodic reports and in its proxy statement filings with the SEC
available for viewing at www.sec.gov. All forward-looking statements are based
on information available to Chadmoore on the date hereof. Chadmoore is under no
obligation, and expressly disclaims any obligation, to update or alter its
forward-looking statements, whether as a result of new information, future
events, or otherwise.
Item 7. Exhibits
Exhibit No. Description
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10.1 Final form of Settlement Agreement dated as of August
16, 2002 between Chadmoore and ERS
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.,
a dissolved Colorado corporation -- 2002
Date: August 23, 2002
By: /s/ ROBERT W. MOORE
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Robert W. Moore
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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10.1 Final form of Settlement Agreement dated as of August
16, 2002 between Chadmoore and ERS