content: <PAGE>
   
                        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 7, 1996
                                                    --------------------------
  
  
                INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC.
  -------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
  
         Delaware                      0-                       94-3248701
  -------------------------------------------------------------------------------
  (State or other jurisdiction      (Commission                 (IRS Employer
        of incorporation)            File Number)              Identification No.)
  
  400 S. El Camino Real, Suite 1275, San Mateo, California               94402
  -------------------------------------------------------------------------------
  (Address of principal executive offices)                             (Zip Code)
  
  Registrant's telephone number, including area code:     (415) 548-0808
                                                     -------------------
  
  
  
                                   Not Applicable.
  -------------------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  
  
  
                          This document contains six pages.
                       The Exhibit Index appears on page six.
  
  
                                   Page 1 of 6.
  <PAGE>
   
  ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS.
  
                    (a) On November 7, 1996, International Wireless
  Communications, Inc. ("IWC"), a wholly-owned subsidiary of the Registrant,
  acquired 85,030,000 newly issued ordinary shares, nominal value HK$1.00 per
  share (the "Shares"), of Star Digitel Limited ("SDL"), a Hong Kong company
  engaged in the cellular telephone business in the People's Republic of China
  (the "Acquisition"), pursuant to a subscription agreement (the "Subscription
  Agreement") dated as of September 23, 1996, among IWC, SDL, Star Telecom Holding
  Limited ("STHL"), a Hong Kong company, and Star Telecom International Holding
  Limited ("STIHL"), a Bermuda company listed on The Stock Exchange of Hong Kong
  Limited. STHL is a wholly owned subsidiary of STIHL. The Shares acquired by IWC
  represent a 40% equity interest in SDL. Prior to the Acquisition, SDL was a
  wholly-owned subsidiary of STHL, which currently holds the remaining 60% equity
  interest in SDL.
  
                    The aggregate consideration paid by IWC for the Shares was
  US$20,000,000 in cash (the "Consideration"), US$11,000,000 of which was paid to
  SDL and US$9,000,000 of which was paid to STHL. The Consideration was provided
  out of the Registrant's general working capital and out of the proceeds of the
  Registrant's recent sale of 14% senior secured discount notes and warrants to
  purchase shares of the Common Stock of the Registrant, which sale was
  consummated on August 15, 1996.
  
                    The determination of the amount of the Consideration was based
  upon arm's-length negotiations between IWC and STHL. Pursuant to the terms of
  the Subscription Agreement, IWC placed US$9,000,000 of the Consideration in
  escrow on September 23, 1996, pending the fulfillment of certain closing
  conditions. On November 7, 1996, these conditions were either fulfilled or
  waived by IWC, and the escrowed portion of the Consideration was released to
  STHL in connection with the closing of the Acquisition.
  
                    The Subscription Agreement also provides for payment by IWC of
  up to an additional $28,000,000, $9,000,000 of which will be paid to STHL and
  $19,000,000 of which will be paid to SDL, to acquire an additional 220,305,000
  newly issued ordinary shares of SDL if SDL achieves certain operational
  milestones to the satisfaction of IWC in its sole discretion on or before August
  7, 1997. If SDL does not achieve such milestones to the satisfaction of IWC in
  its sole discretion on or before such date, IWC may exchange its equity interest
  in SDL for a pre-determined number of ordinary shares of STIHL.
  
                    Pursuant to the Subscription Agreement, IWC, SDL and STHL also
  entered into a shareholders' agreement and various other agreements, including
  agreements related to the provision of management and technical services to SDL
  by IWC and STHL. Additional information regarding SDL and the terms of the
  Acquisition is set forth in the Subscription Agreement and the exhibits thereto,
  which qualify the foregoing description of the Acquisition in its entirety and
  are incorporated herein by reference.
  
  
                                    Page 2 of 6.
  <PAGE>
   
  ITEM 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                    INFORMATION AND EXHIBITS.
  
       (a)  Financial Statements of the Business Acquired. The following financial
            ---------------------------------------------
            statements for SDL are hereby incorporated by reference to the
            financial statements contained in the Registrant's Registration
            Statement on Form S-1, filed with the Commission on September 13,
            1996, as subsequently amended (Reg. No.333-11987).
  
            (1)  Independent Accountant's Report (Deloitte Touche Tohmatsu,
                 Certified Public Accountants);
  
            (2)  Consolidated Balance Sheets at December 31, 1994 and 1995 
                 (audited) and at June 30, 1996 (unaudited);
  
            (3)  Consolidated Profit and Loss Account for each of the three years 
                 ended December 31, 1993, 1994, and 1995 (audited) and for the
                 six-month period ended June 30, 1996 (unaudited);
  
            (4)  Consolidated Cash Flow Statements for each of the three years 
                 ended December 31, 1993, 1994 and 1995 (audited) and for the
                 six-month period ended June 30, 1996 (unaudited); and
  
            (5)  Notes to Consolidated Financial Statements.
  
       (b)  Pro Forma Financial Information. The following pro forma financial
            -------------------------------
            information for the Registrant is incorporated by reference to the Pro
            Forma Consolidated Condensed Financial Statements of the Registrant
            contained in the Registrant's Registration Statement on Form S-1,
            filed with the Commission on September 13, 1996, as subsequently
            amended (Reg. No. 333- 11987).
  
            (1)  Pro Forma Consolidated Condensed Balance Sheets at
                 December 31, 1995 (unaudited) and September 30, 1996 (unaudited);
  
            (2)  Pro Forma Consolidated Condensed Statements of Operations for the
                 fiscal year ended December 31, 1995 (unaudited) and for the
                 nine-month period ended September 30, 1996 (unaudited); and
  
            (3)  Notes to Pro Forma Consolidated Financial Statements.
  
  
                                    Page 3 of 6.
  <PAGE>
   
       (c)      Exhibits.
                ---------
  
                Exhibit
                Number   Description
                -------  -----------
                2.7      Subscription Agreement dated September 23,
                         1996, by and among IWC, SDL, STHL and STIHL,
                         including:
  
                         Exhibit A   Form of Escrow Agreement
                         Exhibit B   Form of Shareholders' Agreement
                         Exhibit C   Form of STHL Management Services Agreement
                         Exhibit D   Form of IWC Management Services Agreement
                         Exhibit E   Form of Noncompetition Agreement
                         Exhibit F   Form of Loan Agreement
  
                2.8      Letter Agreement between IWC and STHL regarding the loan
                         agreement between SDL and STHL, dated November 7, 1996
  
                2.9      Letter Agreements between IWC and STHL regarding
                         indemnification, dated November 5, 1996 and November 7,
                         1996
  
  
                                    Page 4 of 6.
  <PAGE>
   
                                     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.
  
                                         International Wireless Communications
                                         Holdings, Inc.
  
  Dated:  November 21, 1996              By:  /s/ Douglas S. Sinclair
                                              ------------------------------
                                              Douglas S. Sinclair
                                              Executive Vice President and Chief
                                              Financial Officer
  
  
  
  
  
  
  
  
                                    Page 5 of 6.
  <PAGE>
   
  <TABLE>
  <CAPTION>
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number                     Description
  -------                    -----------
  <S>               <C>    
  2.7*              Subscription Agreement dated September 23, 1996, by and among
                    International Wireless Communications, Inc. ("IWC"), Star
                    Digitel Limited ("SDL"), Star Telecom Holding Limited ("STHL")
                    and Star Telecom International Holding Limited, including:
  
                    Exhibit A         Form of Escrow Agreement
                    Exhibit B         Form of Shareholders' Agreement
                    Exhibit C         Form of STHL Management Services Agreement
                    Exhibit D         Form of IWC Management Services Agreement
                    Exhibit E         Form of Noncompetition Agreement
                    Exhibit F         Form of Loan Agreement
  
  2.8**             Letter Agreement between IWC and STHL regarding the loan
                    agreement between SDL and STHL, dated November 7, 1996
  
  2.9***            Letter Agreements between IWC and STHL regarding
                    indemnification, dated November 5, 1996 and November 7, 1996
  </TABLE>
  
  
  ------------
  
    *  Incorporated by reference to Exhibit No. 2.2 to the Registrant's 
       Registration Statement on Form S-1, filed on September 13, 1996, as 
       subsequently amended (Reg. No. 333-11987).
   **  Incorporated by reference to Exhibit No. 2.3 to the Registrant's 
       Registration Statement on Form S-1, filed on September 13, 1996, as 
       subsequently amended (Reg. No. 333-11987).
  ***  Incorporated by reference to Exhibit No. 2.4 to the Registrant's 
       Registration Statement on Form S-1, filed on September 13, 1996, as
       subsequently amended (Reg. No. 333-11987).
  
                                    Page 6 of 6.
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text: 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 7, 1996
                                                    --------------------------
  
                INTERNATIONAL WIRELESS COMMUNICATIONS HOLDINGS, INC.
  -------------------------------------------------------------------------------
                 (Exact name of registrant as specified in charter)
  
         Delaware                      0-                       94-3248701
  -------------------------------------------------------------------------------
  (State or other jurisdiction      (Commission                 (IRS Employer
        of incorporation)            File Number)              Identification No.)
  
  400 S. El Camino Real, Suite 1275, San Mateo, California               94402
  -------------------------------------------------------------------------------
  (Address of principal executive offices)                             (Zip Code)
  
  Registrant's telephone number, including area code:     (415) 548-0808
                                                     -------------------
  
                                   Not Applicable.
  -------------------------------------------------------------------------------
           (Former name or former address, if changed since last report.)
  
                          This document contains six pages.
                       The Exhibit Index appears on page six.
  
                                   Page 1 of 6.
  ITEM 2.           ACQUISITION OR DISPOSITION OF ASSETS.
  
                    (a) On November 7, 1996, International Wireless
  Communications, Inc. ("IWC"), a wholly-owned subsidiary of the Registrant,
  acquired 85,030,000 newly issued ordinary shares, nominal value HK$1.00 per
  share (the "Shares"), of Star Digitel Limited ("SDL"), a Hong Kong company
  engaged in the cellular telephone business in the People's Republic of China
  (the "Acquisition"), pursuant to a subscription agreement (the "Subscription
  Agreement") dated as of September 23, 1996, among IWC, SDL, Star Telecom Holding
  Limited ("STHL"), a Hong Kong company, and Star Telecom International Holding
  Limited ("STIHL"), a Bermuda company listed on The Stock Exchange of Hong Kong
  Limited. STHL is a wholly owned subsidiary of STIHL. The Shares acquired by IWC
  represent a 40% equity interest in SDL. Prior to the Acquisition, SDL was a
  wholly-owned subsidiary of STHL, which currently holds the remaining 60% equity
  interest in SDL.
  
                    The aggregate consideration paid by IWC for the Shares was
  US$20,000,000 in cash (the "Consideration"), US$11,000,000 of which was paid to
  SDL and US$9,000,000 of which was paid to STHL. The Consideration was provided
  out of the Registrant's general working capital and out of the proceeds of the
  Registrant's recent sale of 14% senior secured discount notes and warrants to
  purchase shares of the Common Stock of the Registrant, which sale was
  consummated on August 15, 1996.
  
                    The determination of the amount of the Consideration was based
  upon arm's-length negotiations between IWC and STHL. Pursuant to the terms of
  the Subscription Agreement, IWC placed US$9,000,000 of the Consideration in
  escrow on September 23, 1996, pending the fulfillment of certain closing
  conditions. On November 7, 1996, these conditions were either fulfilled or
  waived by IWC, and the escrowed portion of the Consideration was released to
  STHL in connection with the closing of the Acquisition.
  
                    The Subscription Agreement also provides for payment by IWC of
  up to an additional $28,000,000, $9,000,000 of which will be paid to STHL and
  $19,000,000 of which will be paid to SDL, to acquire an additional 220,305,000
  newly issued ordinary shares of SDL if SDL achieves certain operational
  milestones to the satisfaction of IWC in its sole discretion on or before August
  7, 1997. If SDL does not achieve such milestones to the satisfaction of IWC in
  its sole discretion on or before such date, IWC may exchange its equity interest
  in SDL for a pre-determined number of ordinary shares of STIHL.
  
                    Pursuant to the Subscription Agreement, IWC, SDL and STHL also
  entered into a shareholders' agreement and various other agreements, including
  agreements related to the provision of management and technical services to SDL
  by IWC and STHL. Additional information regarding SDL and the terms of the
  Acquisition is set forth in the Subscription Agreement and the exhibits thereto,
  which qualify the foregoing description of the Acquisition in its entirety and
  are incorporated herein by reference.
  
                                    Page 2 of 6.
  ITEM 7.           FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
                    INFORMATION AND EXHIBITS.
  
       (a)  Financial Statements of the Business Acquired. The following financial
            ---------------------------------------------
            statements for SDL are hereby incorporated by reference to the
            financial statements contained in the Registrant's Registration
            Statement on Form S-1, filed with the Commission on September 13,
            1996, as subsequently amended (Reg. No.333-11987).
  
            (1)  Independent Accountant's Report (Deloitte Touche Tohmatsu,
                 Certified Public Accountants);
  
            (2)  Consolidated Balance Sheets at December 31, 1994 and 1995 
                 (audited) and at June 30, 1996 (unaudited);
  
            (3)  Consolidated Profit and Loss Account for each of the three years 
                 ended December 31, 1993, 1994, and 1995 (audited) and for the
                 six-month period ended June 30, 1996 (unaudited);
  
            (4)  Consolidated Cash Flow Statements for each of the three years 
                 ended December 31, 1993, 1994 and 1995 (audited) and for the
                 six-month period ended June 30, 1996 (unaudited); and
  
            (5)  Notes to Consolidated Financial Statements.
  
       (b)  Pro Forma Financial Information. The following pro forma financial
            -------------------------------
            information for the Registrant is incorporated by reference to the Pro
            Forma Consolidated Condensed Financial Statements of the Registrant
            contained in the Registrant's Registration Statement on Form S-1,
            filed with the Commission on September 13, 1996, as subsequently
            amended (Reg. No. 333- 11987).
  
            (1)  Pro Forma Consolidated Condensed Balance Sheets at
                 December 31, 1995 (unaudited) and September 30, 1996 (unaudited);
  
            (2)  Pro Forma Consolidated Condensed Statements of Operations for the
                 fiscal year ended December 31, 1995 (unaudited) and for the
                 nine-month period ended September 30, 1996 (unaudited); and
  
            (3)  Notes to Pro Forma Consolidated Financial Statements.
  
                                    Page 3 of 6.
  (c)      Exhibits.
                ---------
  
                Exhibit
                Number   Description
                -------  -----------
                2.7      Subscription Agreement dated September 23,
                         1996, by and among IWC, SDL, STHL and STIHL,
                         including:
  
                         Exhibit A   Form of Escrow Agreement
                         Exhibit B   Form of Shareholders' Agreement
                         Exhibit C   Form of STHL Management Services Agreement
                         Exhibit D   Form of IWC Management Services Agreement
                         Exhibit E   Form of Noncompetition Agreement
                         Exhibit F   Form of Loan Agreement
  
                2.8      Letter Agreement between IWC and STHL regarding the loan
                         agreement between SDL and STHL, dated November 7, 1996
  
                2.9      Letter Agreements between IWC and STHL regarding
                         indemnification, dated November 5, 1996 and November 7,
                         1996
  
                                    Page 4 of 6.
  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.
  
                                         International Wireless Communications
                                         Holdings, Inc.
  
  Dated:  November 21, 1996              By:  /s/ Douglas S. Sinclair
                                              ------------------------------
                                              Douglas S. Sinclair
                                              Executive Vice President and Chief
                                              Financial Officer
  
                                    Page 5 of 6.
  EXHIBIT INDEX
  
  Exhibit
  Number                     Description
  -------                    -----------
  2.7*              Subscription Agreement dated September 23, 1996, by and among
                    International Wireless Communications, Inc. ("IWC"), Star
                    Digitel Limited ("SDL"), Star Telecom Holding Limited ("STHL")
                    and Star Telecom International Holding Limited, including:
  
                    Exhibit A         Form of Escrow Agreement
                    Exhibit B         Form of Shareholders' Agreement
                    Exhibit C         Form of STHL Management Services Agreement
                    Exhibit D         Form of IWC Management Services Agreement
                    Exhibit E         Form of Noncompetition Agreement
                    Exhibit F         Form of Loan Agreement
  
  2.8**             Letter Agreement between IWC and STHL regarding the loan
                    agreement between SDL and STHL, dated November 7, 1996
  
  2.9***            Letter Agreements between IWC and STHL regarding
                    indemnification, dated November 5, 1996 and November 7, 1996
  ------------
  
    *  Incorporated by reference to Exhibit No. 2.2 to the Registrant's 
       Registration Statement on Form S-1, filed on September 13, 1996, as 
       subsequently amended (Reg. No. 333-11987).
   **  Incorporated by reference to Exhibit No. 2.3 to the Registrant's 
       Registration Statement on Form S-1, filed on September 13, 1996, as 
       subsequently amended (Reg. No. 333-11987).
  ***  Incorporated by reference to Exhibit No. 2.4 to the Registrant's 
       Registration Statement on Form S-1, filed on September 13, 1996, as
       subsequently amended (Reg. No. 333-11987).
  
                                    Page 6 of 6.