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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): NOVEMBER 23, 1999 CELLULAR TECHNICAL SERVICES COMPANY, INC. (Exact Name of Registrant as Specified in its Charter) (206) 443-6400 (Registrant's telephone number, including area code) ================================================================================
DELAWARE 0-19437 11-2962080 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.) Incorporation) 2401 FOURTH AVENUE SEATTLE, WASHINGTON 98121 (Address of Principal Executive Offices) (Zip Code) 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 November 23, 1999, the Company issued a press release (the "Press Release") reporting that the Company has made an investment in, and formed a strategic alliance with, KSI Inc., a developer of commercial, wireless network-based, location-finding systems to serve the emerging public safety, personal security, fleet management and intelligent transportation markets. 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 November 23, 1999. -2- SIGNATURES 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 hereunto duly authorized. Date: December 7, 1999 CELLULAR TECHNICAL SERVICES, COMPANY, INC. By: /s/ Bruce R. York -------------------------------- Bruce R. York Chief Financial Officer -3- EXHIBIT INDEX Exhibit Number Description - ------- ----------- 99.01 Press Release dated November 23, 1999. -4- STATEMENT OF DIFFERENCE The trademark symbol shall be expressed as.............................'TM' The registered trademark symbol shall be expressed as..................'r'
Exhibit 99.01 FOR IMMEDIATE RELEASE Company Contact: Sue Marshall Investor Relations 516-887-0727 CELLULAR TECHNICAL SERVICES ANNOUNCES STRATEGIC ALLIANCE TO PURSUE OPPORTUNITIES IN THE GEO-LOCATION MARKET Seattle, WA, November 23, 1999 - Cellular Technical Services Company, Inc. (Nasdaq NM Symbol: CTSC) ("CTS"), a leading provider of real-time data management systems for the wireless industry, today announced it has made an investment in, and formed a strategic alliance with, KSI, Inc. ("KSI"), a pioneer in wireless location technologies. As the first step in its long-term commercial application strategy for the geo-location market, CTS will concentrate on developing application-specific products and services that can be deployed with all major geo-location technology platforms. "We have stated on several occasions that we are focused on identifying business opportunities to grow the company's revenue and profits in the future." Steve Katz, CTS Chairman and CEO, stated. "Two areas in which we anticipate strong growth potential are geo-location technology and its commercial applications. As a result of our alliance we will work closely with KSI to build a variety of applications for not only their TeleSentinel'TM' location system, but also for other major geo-location platforms. We believe both companies' opportunities to actively participate in the emerging geo-location market are enhanced by this relationship." "Industry analysts have estimated the geo-location applications market to be well over $8 billion. In this emerging market, we believe that the combination of CTS' experience in integrating and supporting applications within a wireless carrier's infrastructure and KSI's experienced technology team and the field-proven geo-location technology they created will be beneficial to each company, both collectively and individually." Katz concluded. Mark Hatten, Chairman and CEO of KSI noted, "CTS will become a strategic provider of commercial applications and gain access to the necessary specifications that will ensure these applications are seamlessly compatible with our proven geo-location technology. Our relationship with CTS will enhance KSI's business opportunities. We believe consumers will soon see the many useful ways in which this technology can be used. It's an exciting market with tremendous growth potential for both our companies." CELLULAR TECHNICAL SERVICES ANNOUNCES STRATEGIC ALLIANCE...PG. 2 CTS provides cellular carriers with a distributed, real-time information management system, called the Blackbird'r' Platform, from which multiple applications can be activated. CTS' first application on the Blackbird Platform, the PreTect'TM' cloning-fraud prevention application, and its No Clone Zone'TM' roaming-fraud prevention service, save wireless carriers from financial losses due to cloning fraud in more than 40 of the largest markets across the United States, including Los Angeles, New York, Chicago, Baltimore/Washington D.C., San Francisco, Detroit, Philadelphia, Pittsburgh, Boston, Hartford/New Haven, Atlanta, San Diego, St. Louis, Milwaukee, and Sacramento. KSI Inc. is based in Annandale, Virginia, and Wallingford, Connecticut. Since it was founded in 1986, KSI has become an industry leader in developing and deploying commercial, wireless network-based, location-finding systems to serve the emerging public safety, personal security, fleet management and intelligent transportation markets. The company has both patented and patent pending technologies used in its TeleSentinel'TM' system. SPECIAL NOTE REGARDING KSI, INC.: All information contained in this press release regarding KSI, Inc. has been provided by the management of KSI, Inc. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS: This press release may contain 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. These risks and uncertainties include but are not limited to: CTS' dependence on analog cellular networks; its vulnerability to rapid industry change and technological obsolescence; its limited customer base and reliance on a relatively small number of customers and customer contracts; its dependence on a limited number of existing products and services; uncertainty of continued demand for and market penetration of its existing products and services under existing and future contracts; uncertainty in its ability to timely develop, introduce and gain acceptance of new products and services; uncertainty of the demand for and market penetration of new products and services; the possible impact of competitive products and pricing; the risk that its current and future products may contain errors or be affected by technical problems that would be difficult and costly to detect and correct; manufacturing difficulties, including reliance on a limited number of outside vendors for key components and processes; potential difficulties in managing changing business conditions; dependence on key personnel; the availability of financing; and other risks described in CTS' filings with the Securities and Exchange Commission. - ### - -6-