SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 13, 2002
CELLPOINT INC.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada 0-25205 52-2032380
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(State or Other Jurisdiction (Commission ( I.R.S. Employer
of Incorporation) File Number) Identification No.)
3000 Hillswood Drive, Hillswood Business Park,
Chertsey, Surrey KT16 ORS, England
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: 011 44 1932 895 310
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Former name or former address, if changed since last report
ITEM 5. OTHER EVENTS.
PRELIMINARY AGREEMENT REACHED AS TO RESTRUCTURING OF SHORT-TERM DEBT
The Company has concluded preliminary agreements to restructure short-term
debt held by Castle Creek Technology Partners, LLC (Castle Creek) and all
other debt holders. In the terms negotiated with all the major debt holders
late Friday last week, half of the principal and interest on each outstanding
debt, which equates to $5.5 million, will be converted to equity at 78 cents
per share - a 50% premium to the latest market closing price.
The remaining $5.5 million in debt has been restructured as long-term debt and
is not due until March 2004. Castle Creek, as the senior debt holder, will have
the right to match any financing the Company would do at a price significantly
below 78 cents by converting that same portion of their notes, dollar for
dollar, into common stock at the same time and at the same price, but with no
warrant coverage. These agreements with the debt holders are subject to a
settlement being negotiated in parallel with the rest of the Company's
creditors, discussed below, and the Company's ability to raise additional
capital in the short term.
The Company had previously entered into an agreement on February 28, 2002,
with Castle Creek to convert the $550,000 principal payment on its convertible
note due under the terms of the Stipulation and Order, dated December 19,
2001, in Castle Creek's lawsuit against the Company, to 705,128 shares of
common stock, and for Castle Creed to dismiss its lawsuit without prejudice.
The Company's Swedish subsidiary, CellPoint Systems AB, has entered into formal
restructuring termed `voluntary composition' for settlement payments on all
existing payables; other existing payables in the group will be addressed in a
similar manner. Under Swedish law, the subsidiary has suspended all payments and
a plan of settlement of 25% payment on outstanding payables is offered to all
creditors. All new goods and services procured going forward will not be subject
in any way to this `voluntary composition' plan in Sweden or elsewhere across
the Company. The reduction in payables in CellPoint Systems AB following a full
25% restructuring is $1 million (SEK 10.4 million). Should the restructuring
offer not be accepted, the Swedish subsidiary has then the possibility of making
an `official composition' which would be actioned at a later date. The overall
restructuring of the subsidiary's payables is subject to the Company's
guaranteeing the payment plans. Payments are planned for the 15th of April,
2002. The Company is pursuing additional funds with investors, but as of today,
a financing is not guaranteed. Should the financing issue not be solved before
the 10th of April, 2002, the settlement payment plans would not be met and the
Company or its subsidiary would be at risk for possible bankruptcy.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements
Not applicable.
(b) PRO FORMA Financial Statements
Not applicable.
(c) Exhibits
Exhibit 4.9 Agreement, dated February 28, 2002, between
Castle Creek Technology Partners, LLC and
the Company
Exhibit 4.10 Term Sheet, dated March 13, 2002, between
Castle Creek Technology Partners, LLC and
the Company
Exhibit 4.11 Agreement, dated March 13, 2002, between
the Company and M&S Trust
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
CELLPOINT INC.
By /s/ PETER HENRICSSON
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Peter Henricsson
Chief Executive Officer
Date: March 14, 2002
EXHIBIT INDEX
Exhibit No. Description
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Exhibit 4.9 Agreement, dated February 28, 2002, between
Castle Creek Technology Partners, LLC and
the Company
Exhibit 4.10 Term Sheet, dated March 13, 2002, between
Castle Creek Technology Partners, LLC and
the Company
Exhibit 4.11 Agreement, dated March 13, 2002, between
the Company and M&S Trust