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) OCTOBER 8, 1997
PORTACOM WIRELESS, INC.
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(Exact name of Registrant as specified in its Charter)
DELAWARE 0-23228 33-0650673
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(State or Other Jurisdiction of (Commission File No.) (I.R.S. Employer
Incorporation) Identification No.)
8055 W. MANCHESTER AVENUE, SUITE #730, PLAYA DEL REY, CALIFORNIA 90293
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (310) 448-4140
ITEM 5. OTHER EVENTS
The Registrant announced on October 8, 1997 that it has signed a Letter of
Intent ("LOI") with VDC Corporation Ltd. (OTC:VDCLF)("VDC") to sell its
principal asset, which is a minority interest in a private company that
operates wireless telephony systems in China, for 5.3 million shares of VDC
common stock and up to US$700,000.00 in cash. A copy of the press release is
attached as an exhibit.
Separately, VDC has signed a Memorandum of Understanding ("MOU") with
NovoComm, Inc. ("NovoComm"), a privately held company, to acquire 100 percent
of the outstanding shares of NovoComm for 33,300,000 shares of VDC common
stock plus an additional 4,700,000 shares of VDC common stock when VDC has
completed its proposed transaction with the Registrant. If the two
transactions close, VDC will have 47 million shares outstanding upon
consummation and it is expected that VDC will change its name to NovoComm,
Inc.
Following the completion of the proposed transaction, PortaCom intends to
distribute the shares of VDC common stock to its common stockholders and,
pending tax and other regulatory constraints, would seek to merge PortaCom
with another telecommunications or other business enterprise that would be
expected to allow for the ongoing operations of the company.
Both the MOU and the LOI are subject to completion of definitive agreements
which are in the process of being negotiated. It is anticipated that both
agreements will be subject to shareholder consent, the completion of due
diligence, regulatory approvals and filings and other necessary conditions,
including resolving a majority of PortaCom's current debts and obligations.
There is no assurance that definitive agreements for either transaction will
be reached or that either transaction will be consummated.
In addition, the Registrant, previously announced that it had signed
agreements in principle to acquire a controlling interest in Microwave
Communications Limited ("MCL"), a paging telecommunications venture in the
Republic of India. As the conditions of closing were not satisfied, the
agreements have expired. Furthermore, although the Registrant had sought to
negotiate an extension, there is no realistic prospect of an extension being
obtained by the Registrant.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The following is furnished as and Exhibit to this Report:
99.1 Press Release dated October 8, 1997
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 thereunto duly authorized.
Dated: October 17, 1997 PORTACOM WIRELESS, INC
By: /s/ Douglas C. MacLellan
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Douglas C. MacLellan
President and Chief Executive Officer