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) FEBRUARY 19, 1999 CS WIRELESS SYSTEMS, INC. (Exact name of registrant as specified in its charter) DELAWARE 333-3288 23-2751747 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 1101 SUMMIT AVENUE PLANO, TEXAS 75074 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 398-5300 ITEM 5. OTHER EVENTS CS Wireless Systems, Inc. (the "Company") announced on February 19, 1999 the departures of David E. Webb, the Company's Chief Executive Officer, and Thomas Dixon, the Company's Executive Vice President. A copy of the press release announcing the departures is annexed to this Form 8-K as Exhibit 99.1. Jared Abbruzzese, the Company's Chairman of the Board, was appointed to the position of Acting Chief Executive Officer. Mr. Abburzzese serves as Chief Executive Officer of CAI Wireless Systems, Inc. ("CAI"), the largest stockholder of the Company. Derwood Edge, Senior Vice President and Chief Systems Officer of CAI, was appointed as the Acting Chief Operating Officer of the Company. ITEM 7. FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits 99.1 Press Release dated February 19, 1999 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: March 2, 1999 CS WIRELESS SYSTEMS, INC. BY: /s/ Albert G. McGrath, Jr. --------------------------- ALBERT G. MCGRATH, JR. VICE PRESIDENT