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): April 22, 2005
CELLULAR TECHNICAL SERVICES COMPANY, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-19437 11-2962080
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File No.) Identification No.)
20 East Sunrise Highway, Valley Stream, New York 11581
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (516) 568-0100
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
On April 12, 2005, Cellular Technical Services Company, Inc. (the
"Company") entered into a Securities Purchase Agreement (the "Agreement") as
reported on the Company's Form 8-K filed with the Securities and Exchange
Commission on April 15, 2005. On even date therewith, the Company entered into a
Letter Agreement (the "Letter Agreement") with Jane Hsiao. Pursuant to the
Letter Agreement, the Company sold 200,000 shares of the common stock of the
Company, par value $0.001 per share (the "Common Stock") to Ms. Hsiao on April
22, 2005 at an aggregate purchase price of $150,000. Ms. Hsiao is an accredited
investor, as that term is defined in Rule 501 promulgated under the Securities
Act of 1933, as amended (the "Act"). The Common Stock issued under the
transaction was not registered under the Act, and was issued in reliance upon
the exemption from registration afforded by Rule 506 of Regulation D promulgated
under the Act. There were no underwriting discounts or commissions payable in
connection with the transaction.
ITEM 5.02 DEPARTURES OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
Pursuant to the Agreement, on April 25, 2005 Jane Hsiao was nominated
and elected to serve on the board of directors of the Company as a Class II
director to hold office until the annual meeting of stockholders of the Company
in 2005, or until her successor is elected and qualified. Ms. Hsiao has a direct
material interest in 200,000 shares of Common Stock which were purchased by her
under the Agreement.
SIGNATURES
Pursuant to the requirements of 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: May 2, 2005 CELLULAR TECHNICAL SERVICES COMPANY, INC.
By: /s/ Kenneth Block
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Name: Kenneth Block
Title: Chief Financial Officer