Cellular Technical Services Company, Inc.
 

 
 
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)
         
Delaware   0-19437   11-2962080
         
(State or Other
Jurisdiction of
Incorporation)
  (Commission File
Number)
  (IRS Employer
Identification No.)
4400 Biscayne Boulevard
Suite 980
Miami, Florida 33137
 
(Address of principal executive office)
Registrant’s 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 Company’s future results and plans, and anticipated trends in the industry and economies in which the Company operates. These forward-looking statements are the Company’s 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 Company’s current expectations and are subject to a number of risks, uncertainties and assumptions, including that the Company’s revenue may differ from that projected; that the Company may be further impacted by slowdowns, postponements or cancellations in the Company’s clients’ businesses, or deterioration in the financial condition of the Company’s clients; that the Company’s targeted service markets may not expand as the Company expects; that the Company may experience delays in the awarding of customer contracts; that the Company’s reserves and allowances may be inadequate, or the carrying value of the Company’s assets may be impaired; that the Company may experience increased costs associated with realigning the Company’s business, or may be unsuccessful in those efforts and any of the other risks in the Company’s 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:
     
Exhibit No.   Description
 
   
99.1
  Presentation to be given at UBS Global Life Sciences Conference, September 27, 2007.

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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.
         
  CELLULAR TECHNICAL SERVICES COMPANY, INC.
 
 
Date: September 27, 2007  By:   /s/ Jeffrey G. Spragens    
    Name:   Jeffrey G. Spragens   
    Title:   Chief Executive Officer and President   
 

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