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 6, 1998
Convergence Communications, Inc.
(Exact name of registrant as specified in its charter)
Nevada 00-21143 87-0545056
(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
102 West 500 South, Suite 320, Salt Lake City, Utah 84101
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 328-5618
Wireless Cable & Communications, Inc.
(Former name or former address, if changed since last report.)
Item 6. Resignations of Registrant's Directors.
(a) On October 5, 1998, E. Andrew Lowe resigned as a member of the
Board of Directors of Convergence Communications, Inc. (the "Company"). Mr. Lowe
also served as a member of the Audit Committee of the Board of Directors.
(b) Effective August 29, 1998, Donald Williams was terminated as an
employee and executive officer of the Company. The Company previously disclosed
Mr. Williams' termination in its report on Form 8-K dated August 17, 1998, which
description is incorporated herein by this reference.
On September 19, 1998, the Company filed two arbitration proceedings
against Mr. Williams and certain of his affiliates. The first arbitration
proceeding, which was filed in Salt Lake City, Utah, seeks a declaratory
judgment that Mr. Williams was terminated for cause. The second arbitration
proceeding, which was filed in Miami, Florida, seeks monetary and other damages
from Mr. Williams and Caribbean Communications Group, S.A. for damages suffered
by the Company as a result of breaches of the representations and warranties
made by those parties with respect to the business of Caracas Viva Vision TV,
S.A. ("CVV") under the terms of the Option and Stock Purchase Agreement dated
November 8, 1996 (the "Agreement"). Pursuant to the terms of the Agreement, the
arbitration proceeding also asks for a reduction of the purchase price the
Company paid for its interest in CVV as a result of a number of accounting
adjustments required by the audit of CVV's operations after the closing of the
Agreement.
On August 9, 1998, Mr. Williams resigned as a member of the Company's Board
of Directors. Mr. Williams also served as a member of the Executive Committee of
the Board of Directors prior to his resignation.
Under the terms of a Voting Agreement among the Company, Mr. Williams
and certain of the Company's shareholders dated August 17, 1998, those
shareholders agreed to vote their shares, and otherwise use their respective
best efforts as shareholders or directors of the Company (if they serve as
such), to elect in any election of the Company's Board of Directors one person
designated in writing by Mr. Williams. The Voting Agreement continues in effect
until the earlier of August 17, 2000, or immediately prior to the closing of an
underwritten registered public offering of the Company's securities. Mr.
Williams has not named a replacement designee for election to the vacancy
created by his resignation from the Company's Board of Directors.
Item 7. Financial Statements and Exhibits.
(a) Exhibits. N/A.
(b) Financial Statements. N/A.
CONVERGENCE COMMUNICATIONS, INC.
/s/ Anthony Sansone
By: Anthony Sansone, Secretary & Treasurer
Dated: October 23, 1998