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 (Date of earliest event reported) OCTOBER 20, 1997 CS WIRELESS SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 33-20295 23-2751747 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 200 CHISHOLM PLACE SUITE 202 PLANO, TEXAS 75075 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 633-4000 ITEM 5. OTHER EVENTS On October 20, 1997, William Sprague resigned from the Board of Directors of CS Wireless Systems, Inc. (the "Company"). In his letter of resignation, Mr. Sprague cited other commitments. Pursuant to the CS Stockholders' Agreement among CAI Wireless Systems, Inc. ("CAI"), Heartland Wireless Communications, Inc. ("Heartland") and the Company dated as of February 23, 1996, CAI has the right in any election of directors to designate three (3) directors, so long as the number of shares of the Company owned by CAI is greater than one-half of the number of shares issued to CAI in connection with the contribution of assets to the Company by CAI and Heartland pursuant to a Participation Agreement dated as of December 12, 1995, as amended. Mr. Sprague was designated by CAI to be a member of the Company's Board of Directors; consequently, it is anticipated that CAI shall designate the successor to Mr. Sprague. ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 10.1 Resignation Letter SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DATED: October 24, 1997 CS WIRELESS SYSTEMS, INC. BY: /s/ Albert G. McGrath, Jr. ------------------------------- ALBERT G. MCGRATH, JR. GENERAL COUNSEL