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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: October 6, 1997
Date of earliest event reported: September 19, 1997
CHADMOORE WIRELESS GROUP, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-20999 84-1058165
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4720 Polaris Street, Las Vegas, Nevada 89103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 891-5255
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(Former name or former address, if changed since last report.)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
None.
(b) Exhibits
Exhibit Number and Brief Description
10.12 Restructuring Agreement Regarding 8% Convertible Debentures dated
September 19, 1997, by and between Chadmoore Wireless Group, Inc.,
Cygni S.A., and Willora Company Limited (1)
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(1) Filed herewith.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
Pursuant to a Securities Agreement dated February 19, 1997 (the
"Securities Agreement"), the Registrant issued Willora Company Limited
("Willora"), as Holder, a Convertible Debenture due February 19, 2000 in the
principal amount of $1,750,000. The original Debenture was by its terms
convertible into common stock of the Registrant only upon the effectiveness of a
Registration Statement.
On September 19, 1997, the Registrant agreed to replace the Debenture
with a new 8% Convertible Debenture in the principal amount of $1,627,500 due
August 31, 1998, and Willora assigned its rights and interest under the
Securities Agreement and as Holder of the Debenture to Cygni, S.A. ("Cygni"), an
affiliate of Willora (the agreement is attached as Exhibit 10.12 hereto). The
Debenture requires the Registrant to make monthly principal payments of $162,750
and one interest payment of $425,000 on August 30, 1998, with all payments due
in cash or, at the option of the Registrant, in shares of Common Stock at the
then current market price pursuant to Regulation S, or both. The Registrant is
also required to provide assets or stock of a subsidiary as collateral to secure
the Debenture by October 10, 1997, having a value of at least 150% of the
outstanding principal on the Debenture as of September 19, 1997. Also, on
September 29, 1997, the Registrant issued 1,050,000 shares of Common Stock for
partial conversion of $525,000 in principal under the original Debenture. Such
issuance was made in reliance on the exemption from the registration
requirements of Section 5 of the Securities Act available under Regulation S.
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.
By: /s/ Robert W. Moore
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Robert W. Moore, President
Date: October 6, 1997
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EXHIBIT
NUMBER DESCRIPTION
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10.12 Restructuring Agreement Regarding 8% Convertible Debentures dated
September 19, 1997, by and between Chadmoore Wireless Group, Inc.,
Cygni S.A., and Willora Company Limited (1)