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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 25, 1998
CELLULAR TECHNICAL SERVICES COMPANY, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-19437 11-2962080
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(Commission File Number) (IRS Employer Identification No.)
2401 Fourth Avenue, Seattle, Washington 98121
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (206) 443-6400
Not Applicable
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(Former name or former address, if changed since last report)
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This Current Report on Form 8-K is filed by Cellular Technical
Services Company, Inc., a Delaware corporation (the "Company") in connection
with the matters described herein.
Item 5. Other Events
On March 3, 1998, the Company issued a press release (the "Press
Release") reporting that the Company and U.S. Wireless Corporation announced the
signing of a Letter of Intent (dated February 25, 1998) calling for the
combining of the two companies.
A copy of the Press Release is attached to this report as Exhibit
99.01
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial statements of business acquired:
Not applicable.
(b) Pro forma financial information:
Not applicable.
(c) Exhibits:
99.01: Press Release dated March 3, 1998.
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SIGNATURE
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.
CELLULAR TECHNICAL SERVICES
COMPANY, INC.
Date: March __, 1998 By: /s/ Michael E. McConnell
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Michael E. McConnell
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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99.01 Press Release dated March 3, 1998.
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Exhibit 99.01
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NEWS RELEASE
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CTS
U.S. WIRELESS CORPORATION CELLULAR TECHNICAL SERVICES COMPANY, INC.
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COMPANY CONTACT: COMPANY CONTACT:
David S. Klarman Joseph D. Pititto
Vice President and General Counsel Director, Investor Relations
Tel: (510) 327-6202 Tel: (516) 887-0727
david@uswcorp.com
MEDIA CONTACT:
Jeyran Ghara
Southard Communications Inc.
Tel: 212-777-2220
Jeyran@southardine.com
U.S. Wireless Corporation and Cellular Technical Services Company
Announce Letter Of Intent To Combine Companies
San Ramon, CA, March 3, 1998 -- U.S. Wireless Corporation (NASDAQ
Symbol: USWC) and Cellular Technical Services Company, Inc. (NASDAQ Symbol:
CTSC) today announced the signing of a letter of intent calling for the
combining of the two companies. The letter of intent provides U.S. Wireless with
the option to acquire or merge with CTSC. Under either option, upon completion
of the transaction the shareholders of CTSC and USWC will each own 50 percent of
the shares of the resulting company. The board of directors of the resulting
company will be controlled by the stockholders of USWC. The companies have
commenced a 45-day due diligence and final agreement negotiation process. In
connection with the merger, the letter of intent calls for the companies to seek
approximately $15 million in new financing.
Dr. Oliver Hilsenrath, President and CEO of U.S. Wireless, said "We
have today an opportunity to build a market leader in the area of value added
cellular applications and services. We believe the effectiveness of RadioCamera
in both metropolitan and heavily built suburban environments is a major
competitive advantage over other proposed solutions to wireless caller location.
Combining the strength of the RadioCamera with the widely deployed CTSC
Blackbird fraud interdiction system in 40 markets throughout the nation will
give us an efficient nationwide rollout platform from which to offer a solution
to wireless carriers for meeting the FCC Emergency 9-1-1 phase II mandate."
Stephen Katz, CTSC Chairman and CEO said, "Our combined companies
will be able to provide value-added products and service to carriers deploying
both analog and digital networks, including domestic and international cellular
and PCS providers. We believe the CTSC investment in deploying the Blackbird
fraud interdiction network in thousands of base stations throughout the United
States will help springboard the joint team into a position of leadership in the
promising future of mobile wireless information services."
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U.S. Wireless and CTS Sign Letter-of-Intent, pg. 2:
Founded in 1996, U.S. Wireless Corporation is a developer and
manufacturer of wireless infrastructure for emergency 911 and other
applications. RadioCamera(TM) technology is designed to interface with wireless
telecommunications carriers' existing base stations, adding functionality and
services while providing the location of cellular callers.
CTSC provides technologically advanced solutions for the wireless
industry to rapidly and cost-effectively grow their businesses. The company's
Blackbird (R) Platform fraud prevention product line is shutting down millions
of fraudulent calls each week in more than 40 of the largest markets across the
United States, including: Los Angeles, San Francisco, Chicago, Detroit, Boston,
Atlanta, Milwaukee, Philadelphia, Baltimore, Washington D.C., San Diego.
Special Note Regarding Forward-Looking Statements: A number of
statements contained in this press release are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties that could cause actual results to differ materially
from those expressed or implied in the applicable statements. A description of
these risks and uncertainties can be found in the U.S. Wireless Corporation and
Cellular Technical Services Company, Inc. filings with the Securities and
Exchange Commission.
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