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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: February 24, 1998
Date of earliest event reported: December 23, 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.)
2875 E. Patrick Lane, Suite G 89120
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 740-5633
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4720 Polaris Street, Las Vegas, Nevada 89103
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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
4.5 Certificate of Designation of Rights and Preferences of Convertible
Preferred Stock Series B of the Company (1)
4.6 Form of Stock Purchase Warrant issued in connection with the Series B
8% Convertible Preferred Stock Offshore Subscription Agreement dated on
or about December 10, 1997 (1)
10.15 Form of Series B 8% Convertible Preferred Stock Offshore Subscription
Agreement dated on or about December 10, 1997 (1)
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(1) Filed herewith.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S
(a) On December 23, 1997, Registrant concluded a private placement
conducted in accordance with Regulation S ("Regulation S") of the Securities Act
of 1933, as amended. In such placement Registrant sold (i) 219,000 shares of
Series B Convertible Preferred Stock (the "Preferred Stock") and (ii) warrants
("Warrants") to purchase 300,000 shares of the Registrant's common stock
("Common Stock"). The private placement was made through a Distributor, as
defined in Regulation S. The purchase price of a share of Common Stock under the
Warrants is equal to the closing bid price of the shares of Common Stock on the
NASDAQ OTC Bulletin Board as quoted by Bloomberg, LP on the date on which the
Warrant is exercised.
Registrant received the total cash offering price from such
placement of $1,650,000. The Distributor, Settondown Capital International,
Limited, whose principal place of business is Nassau, Bahamas, received a
commission of 16,000 shares of Preferred Stock. No other commission or
underwriter's discount was paid or provided to any person. Under the terms of
the Preferred Stock, Registrant shall pay a dividend on each share of Preferred
Stock at the rate of 8% per annum ("Dividend Shares") of the liquidation
preference of each share of Preferred Stock (which liquidation preference is
$10.00 per share), accruing from date of issuance. The dividend is payable
quarterly in cash or common stock at the option of the Registrant and is
calculated at the price (the "Conversion Price") at which the Preferred Stock
may be converted into shares of common stock of the Registrant ("Conversion
Shares") on the date when converted (the "Conversion Date") or quarterly based
upon the last day of each quarter with the valuation determined as if that was a
Conversion Date. The terms of conversion are set forth in the Certificate of
Designation of Rights and Preferences of Convertible Preferred Stock Series B,
attached hereto at Exhibit 4.5. After expiration of the 40-day restricted period
imposed by Regulation S, the holders of the Preferred Stock and Warrants are
entitled to convert any portion of the Preferred Stock into shares of Common
Stock. In addition, the holder of the Preferred Stock and Warrants are
restricted from converting an amount which would cause them to exceed more than
4.99% beneficial ownership of the Registrant's Common Stock determined in
accordance with Section 13(d) of the Securities Exchange Act of 1934, as
amended. If for any reason, while any of the Preferred Stock and Warrants are
outstanding, Regulation S is rescinded or modified so as to preclude the holders
of the Preferred Stock and Warrants from relying on Regulation S, the holders of
the Preferred Stock and Warrants may demand the registration of the Conversion
Shares pursuant to a Registration Rights Agreement (the "Agreement") between the
Registrant and the holders of the Preferred Stock and Warrants.
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No material relationship exists between any of the holders of
the Preferred Stock and Warrants, or the Distributor, and Registrant or any of
its affiliates, any director or officer of Registrant or any associate of any
such director or officer.
In connection with the offering, the Registrant received
proceeds of $1,650,000. The Distributor received a commission of 16,000 shares
of Preferred Stock. No other commission or underwriters discount was paid or
provided to any person.
Forms of the instruments defining the rights of the holders of
the Preferred Stock and the Warrants are filed herewith as Exhibits 4.5 and 4.6,
respectively.
(b) With respect to the conversion of its Series B 8% Convertible
Preferred Stock ("Preferred Shares") described in subparagraph (a) above, the
Registrant issued shares of its common stock as follows:
On February 9, 1998, a Holder converted 1,000 Preferred
Shares, at the conversion rate of $0.438 per share and was issued 22,831
Conversion Shares and 240 Dividend Shares, respectively.
On February 10, 1998, Holder converted 31,719 Preferred
Shares, at the conversion rate of $0.421 per share and was issued 753,420
Conversion Shares and 8,092 Dividend Shares, respectively.
On February 13, 1998, two Holders converted an aggregate 4,500
Preferred Shares, at the conversion rate of $0.432 per share and were issued an
aggregate 104,167 Conversion Shares and an aggregate 1,187 Dividend Shares,
respectively.
On February 17, 1998, a Holder converted 1,000 Preferred
Shares, at the conversion rate of $0.435 per share and was issued 22,989
Conversion Shares and 282 Dividend Shares, respectively.
On February 18, 1998, two Holders converted an aggregate 2,800
Preferred Shares, at the conversion rate of $0.438 per share and were issued an
aggregate 63,927 Conversion Shares and an aggregate 798 Dividend Shares,
respectively.
On February 19, 1998, three Holders converted an aggregate
11,000 Preferred Shares, at the conversion rate of $0.438 per share and were
issued an aggregate 251,141 Conversion Shares and an aggregate 3,192 Dividend
Shares, respectively.
On February 20, 1998, two Holders converted an aggregate
18,000 Preferred Shares, at the conversion rate of $0.446 per share and were
issued an aggregate 403,588 Conversion Shares and an aggregate 5,218 Dividend
Shares, respectively.
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: February 24, 1998
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EXHIBIT INDEX
Exhibit Number and Brief Description
4.5 Certificate of Designation of Rights and Preferences of Convertible
Preferred Stock Series B of the Company (1)
4.6 Form of Stock Purchase Warrant issued in connection with the Series B
8% Convertible Preferred Stock Offshore Subscription Agreement dated
on or about December 10, 1997 (1)
10.15 Form of Series B 8% Convertible Preferred Stock Offshore Subscription
Agreement dated on or about December 10, 1997 (1)
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(1) Filed herewith.