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 and Exchange Act of 1934
Date of Report (date of earliest event reported): September 27, 2007
CELLULAR TECHNICAL SERVICES COMPANY, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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0-19437
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11-2962080 |
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(State or Other
Jurisdiction of
Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.) |
4400 Biscayne Boulevard
Suite 980
Miami, Florida 33137
(Address of principal executive office)
Registrants telephone number, including area code: (305) 575-6015
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 7.01. Regulation FD Disclosure.
The slides and additional financial information attached as Exhibit 99.1 to this Current
Report on Form 8-K (the Presentation), which is incorporated by reference in this Item 7.01, is
being presented by Dr. Stewart B. Davis, M.D., the Chief Operating Officer of Cellular Technical
Service Company, Inc. (the Company), on September 27, 2007 at the UBS Global Life Sciences
Conference.
Statements contained in the attached Presentation are made pursuant to the Safe Harbor for
forward-looking statements described in the Private Securities Litigation Reform Act of 1995. In
these communications, the Company may make certain statements that are forward-looking, such as
statements regarding the Companys future results and plans, and anticipated trends in the industry
and economies in which the Company operates. These forward-looking statements are the Companys
expectations on the date of the Presentation, and the Company will make no efforts to update these
expectations based on subsequent events or knowledge. These forward-looking statements are based
on the Companys current expectations and are subject to a number of risks, uncertainties and
assumptions, including that the Companys revenue may differ from that projected; that the Company
may be further impacted by slowdowns, postponements or cancellations in the Companys clients
businesses, or deterioration in the financial condition of the Companys clients; that the
Companys targeted service markets may not expand as the Company expects; that the Company may
experience delays in the awarding of customer contracts; that the Companys reserves and allowances
may be inadequate, or the carrying value of the Companys assets may be impaired; that the Company
may experience increased costs associated with realigning the Companys business, or may be
unsuccessful in those efforts and any of the other risks in the Companys Annual Report on Form
10-KSB and its Current Report on Form 8-K, filed with the Securities and Exchange Commission on
September 10, 2007, including the Form 10 disclosures contained therein. Should one or more of
these risks or uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from the results expressed or implied in any
forward-looking statements made by the Company in these communications. These and other risks,
uncertainties and assumptions are detailed in documents filed by the Company with the Securities
and Exchange Commission. The Company does not undertake any obligation to revise these
forward-looking statements to reflect future events or circumstances.
The information in this Current Report on Form 8-K will not be deemed an admission as to the
materiality of any information required to be disclosed solely to satisfy the requirements of
Regulation FD. The furnishing of these slides and additional financial information is not intended
to, and does not, constitute a determination or admission by the Registrant that the information in
the slides is material or complete, or that investors should consider this information before
making an investment decision with respect to any security of the Registrant.
The information contained in this Current Report on Form 8-K and Exhibit 99.1 hereto is
furnished and shall not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing by the Company under the Securities Act
of 1933, as amended.
Item 9.01. Financial Statements and Exhibits.
(d) The following exhibits are furnished herewith:
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Exhibit No. |
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Description |
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99.1
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Presentation to be given at UBS Global Life Sciences Conference, September 27, 2007. |
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