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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: April 1, 1998
Date of earliest event reported: March 17, 1998
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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(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
None.
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 offering, the terms of the Preferred Stock, the terms of
conversion, and the terms of the Warrants are described in Registrant's Current
Report on Form 8-K filed with the SEC on February 24, 1998. Item 9, subparagraph
(a) of the Current Report filed February 24, 1998, is incorporated by reference
herein.
(b) With respect to the conversion of its Series B 8% Convertible
Preferred Stock ("Preferred Shares") described in subparagraph (a) above, the
Registrant authorized the issuance of shares of its common stock as follows:
On March 17, 1998, a Holder converted 1,000 Preferred Shares,
at the conversion rate of $0.613 per share and was issued 16,313 Conversion
Shares and 300 Dividend Shares, respectively.
On March 20, 1998, Holder converted 1,000 Preferred Shares, at
the conversion rate of $0.59 per share and was issued 16,949 Conversion Shares
and 323 Dividend Shares, respectively.
On March 27, 1998, five Holders converted a total of 16,000
Preferred Shares, at the conversion rate of $0.577 per share and were issued an
aggregate 277,295 Conversion Shares and 5,713 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: April 1, 1998