UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
JUNE 1, 1998
CS WIRELESS SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 333-3288 23-2751747
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction 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
CS Wireless Systems, Inc. (the "Company") has appointed, effective June 1,
1998, Joseph W. Autem as Senior Vice President and Chief Financial Officer of
the Company. Mr. Autem, a director of Broadcast.com, Inc. (formerly known as
AudioNet, Inc.) since September, 1996, was previously engaged as a partner of
Vision Technology Partners, a private investment company. In July, 1996 to
December, 1996, Mr. Autem served as Chief Financial Officer of Broadcast.com.
From 1992 to 1996, Mr. Autem served as Vice President of Finance, Secretary,
Treasurer and Chief Financial Officer of OpenConnect Systems, Inc., a software
company. In addition to serving as Chief Financial Officer, Mr. Autem will
assume investor relation responsibilities for the Company.
Effective June 23, 1998, John H. Burgoyne became a director of the Company.
Mr. Burgoyne was designated to serve on the Board as an independent director by
Heartland Wireless Communications, Inc. ("Heartland"), the owner of
approximately 36% of the outstanding common stock of the Company. The
designation was made pursuant to the terms of the Stockholders' Agreement
("Stockholders' Agreement") dated as of February 23, 1996 by and among
Heartland, CAI Wireless Systems, Inc. ("CAI"), the Company's largest
stockholder, and the Company.
Mr. Burgoyne has served as president of Burgoyne and Associates, a
privately held consulting company, since March, 1996. Mr. Burgoyne was
employed at various positions at IBM from 1964 through 1996, including
serving as general manager of IBM Travel and Transportation Industries, Asia
Pacific from 1995 through February, 1996 and serving as President and General
Manager of IBM China Corporation Ltd. from 1992 to 1994.
Mr. Burgoyne replaced Michael D. Sitton as one of three Heartland designees
to the Board of Directors of the Company. Mr. Sitton has agreed to serve as one
of four designees of CAI to the Board pursuant to the Stockholders' Agreement;
he will fill the independent director position vacated by William Sprague
effective October 20, 1997.
ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
None
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: July 2, 1998 CS WIRELESS SYSTEMS, INC.
BY: /s/ Albert G. McGrath, Jr.
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ALBERT G. MCGRATH, JR.
GENERAL COUNSEL