<PAGE>   1

                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549


(MARK ONE)

(x)   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934

      For the quarterly period ended June 30, 1998
                                     -------------

                                       OR

( )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
      EXCHANGE ACT OF 1934

      For the transition period from _____________ to ________________

                        Commission File Number: 333-10161

                              SYGNET WIRELESS, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)

               OHIO                                           34-1689165
-------------------------------                           -------------------
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                            Identification No.)

6550-B SEVILLE DRIVE, CANFIELD, OHIO                             44406
------------------------------------                           ---------
(Address of principal executive offices)                       (Zip Code)

                  (330) 565-1000
----------------------------------------------------
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                            (X) Yes ( ) No


<PAGE>   2


                                      INDEX

                              SYGNET WIRELESS, INC.
                                    FORM 10-Q
                           PERIOD ENDED JUNE 30, 1998


PART I  -  FINANCIAL INFORMATION

     Item 1.      Financial Statements (Unaudited)

                  Consolidated Balance Sheets as of June 30, 1998 and December
                  31, 1997

                  Consolidated Statements of Operations for the Three Months
                  Ended June 30, 1998 and June 30, 1997 and the Six Months Ended
                  June 30, 1998 and June 30, 1997

                  Consolidated Statements of Cash Flows for the Six Months Ended
                  June 30, 1998 and June 30, 1997

                  Notes to Consolidated Financial Statements

     Item 2.      Management's Discussion and Analysis of Financial Condition 
                  and Results of Operations

PART II  -  OTHER INFORMATION

     Item 4.      Submission of Matters to a Vote of Security Holders
 
     Item 6.      Exhibits and Reports on Form 8-K




                                       2
<PAGE>   3



                              SYGNET WIRELESS, INC.
                           CONSOLIDATED BALANCE SHEETS
                               JUNE 30 DECEMBER 31

<TABLE>
<CAPTION>

                                                                                     1998                 1997
                                                                                 ---------------------------------
<S>                                                                               <C>                <C>          
ASSETS                                                                             (UNAUDITED)             (NOTE)
Current assets:
   Cash and cash equivalents                                                      $     635,537      $     860,086
   Accounts receivable, less allowance for doubtful accounts of $590,198 at
     June 30, 1998 and $809,800 at December 31, 1997                                 12,865,639         10,711,627
   Inventory                                                                          1,636,643          1,867,445
   Prepaid expenses                                                                     725,557            309,460
                                                                                  -------------      -------------
         Total current assets                                                        15,863,376         13,748,618

Other assets:
   Cellular licenses - net                                                          242,663,619        245,866,235
   Customer lists - net                                                              16,812,087         19,382,087
   Deferred financing costs - net                                                     8,411,581          8,982,430
                                                                                  -------------      -------------
         Total other assets                                                         267,887,287        274,230,752
Property, plant and equipment--net                                                   54,264,525         53,007,015
                                                                                  -------------      -------------
         Total assets                                                             $ 338,015,188      $ 340,986,385
                                                                                  =============      =============

LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities:
   Accounts payable                                                               $   2,512,404      $   3,264,206
   Deferred revenue                                                                   2,291,827          2,058,066
   Accrued expenses and other liabilities                                             4,360,807          4,196,230
   Interest payable                                                                   6,416,455          6,749,755
                                                                                  -------------      -------------
          Total current liabilities                                                  15,581,493         16,268,257


Long-term debt                                                                      310,099,000        305,500,000
Shareholders' equity:
   Common shares, $.01 par, Class A, 1 vote per share, 60,000,000 shares
     authorized, 4,022,091 shares issued and outstanding as of June 30, 1998;
     4,010,653 shares issued and outstanding as of December 31, 1997                     40,221             40,107
   Common shares, $.01 par, Class B, 10 votes per share; 10,000,000 shares
     authorized, 5,148,539 shares issued and outstanding as of June 30, 1998;
     5,159,977 shares issued and outstanding as of December 31,1997                      51,485             51,599
   Additional paid-in capital                                                        47,598,498         47,598,498
   Retained deficit                                                                 (35,105,557)       (28,222,124)
   Note receivable from officer/shareholder                                            (249,952)          (249,952)
                                                                                  -------------      -------------
          Total shareholders' equity                                                 12,334,695         19,218,128
                                                                                  -------------      -------------
          Total liabilities and shareholders' equity                              $ 338,015,188      $ 340,986,385
                                                                                  =============      =============

<FN>
Note: The balance sheet at December 31, 1997 has been derived from the audited
consolidated financial statements at that date but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements.
</TABLE>



                                       3
<PAGE>   4


                              SYGNET WIRELESS, INC.
                CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)


<TABLE>
<CAPTION>

                                                             THREE MONTHS ENDED                        SIX MONTHS ENDED
                                                                  JUNE 30,                                 JUNE 30,
                                                           1998               1997                  1998              1997
                                                   --------------------------------------   -------------------------------------

<S>                                                <C>                <C>                   <C>               <C>             
Revenue:
   Subscriber revenue                              $     15,865,654   $     12,830,909      $     30,228,194  $     24,556,009
   Roamer revenue                                         8,354,745          6,610,335            14,585,146        11,755,838
   Equipment sales                                        1,460,697            976,125             2,650,504         1,920,802
   Other revenue                                            401,160            429,341               787,108           867,803
                                                   --------------------------------------   -------------------------------------
Total revenue                                            26,082,256         20,846,710            48,250,952        39,100,452

Costs and expenses:
   Cost of services                                       2,967,773          2,175,475             5,750,332         4,364,947
   Cost of equipment sales                                2,720,656          2,253,562             4,961,044         4,409,269
   General and administrative                             4,828,235          3,705,491             9,458,926         7,379,571
   Selling and marketing                                  3,023,564          2,446,384             5,799,814         4,789,063
   Depreciation and amortization                          6,715,221          7,020,793            14,519,847        13,757,443
                                                   --------------------------------------   -------------------------------------
Total costs and  expenses                                20,255,449         17,601,705            40,489,963        34,700,293
                                                   --------------------------------------   -------------------------------------

Income from operations                                    5,826,807          3,245,005             7,760,989         4,400,159

Other:
   Interest expense, net                                  7,297,760          7,839,711            14,367,681        15,242,123
   Other                                                    214,443             11,035               276,743            11,035
                                                   ======================================   =====================================
Net loss                                           $     (1,685,396)  $     (4,605,741)     $     (6,883,435) $    (10,852,999)
                                                   ======================================   =====================================


Earnings per share information:
   Net loss                                        $     (1,685,396)  $     (4,605,741)     $     (6,883,435) $    (10,852,999)

   Preferred stock dividend and accretion                   -               (1,322,683)             -               (2,121,472)
                                                   --------------------------------------   -------------------------------------
   Net loss applicable to common shareholders      $     (1,685,396)  $     (5,928,424)     $     (6,883,435) $    (12,974,471)
                                                   ======================================   =====================================

   Net loss per share applicable to common
   shareholders                                    $          (0.18)  $          (0.91)     $          (0.75) $         (2.04)
                                                   ======================================   =====================================
Common shares outstanding                                 9,170,630          6,533,267             9,170,630         6,352,950
                                                   ======================================   =====================================
</TABLE>





                                       4
<PAGE>   5


                              SYGNET WIRELESS, INC.
                CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

<TABLE>
<CAPTION>

                                                                       FOR THE SIX MONTHS ENDED             
                                                                               JUNE 30,                     
                                                              --------------------------------------------  
                                                                      1998                  1997            
                                                              --------------------------------------------  
                                                                                                            
<S>                                                           <C>                   <C>                     
OPERATING ACTIVITIES                                                                                        
Net loss                                                      $        (6,883,434)  $       (10,852,999)    
Adjustments to reconcile net                                                                                
   loss to net cash provided by                                                                             
   operating activities:                                                                                    
     Depreciation                                                       8,176,381             7,400,810     
     Amortization                                                       6,343,466             6,356,633     
     Loss on disposal of assets                                            83,378                 -         
     Changes in operating assets and liabilities:                                                                 
         Accounts receivable                                           (2,154,012)           (2,049,946)    
         Inventory                                                        230,802               193,021     
         Prepaid and deferred                                            (416,097)              250,555     
         expenses                                                                                           
         Accounts payable and accrued expenses                           (353,464)              588,078     
         Accrued interest payable                                        (333,300)             (264,645)    
                                                              --------------------------------------------  
Net cash provided by operating activities                               4,693,720             1,621,507     
                                                                                                  
                                                                                                            
INVESTING ACTIVITIES                                                                                        
Acquisition of Horizon                                                      -                  (599,442)    
Purchases of property and equipment                                    (9,917,769)          (10,941,918)    
Proceeds from sale of assets                                              400,500                 -         
                                                              --------------------------------------------  
Net cash used in investing activities                                  (9,517,269)          (11,541,360)    
                                                                                                            
FINANCING ACTIVITIES                                                                                        
Proceeds from long-term debt                                           14,000,000            22,000,000     
Principal payments on long-term debt                                   (9,401,000)          (34,250,000)    
Increase in financing costs                                                 -                   (72,394)    
Redemption of preferred stock                                               -               (21,839,451)    
Net proceeds from sale of common stock                                      -                43,875,000     
                                                              --------------------------------------------  
Net cash provided by financing activities                               4,599,000             9,713,155     
                                                                                                            
Decrease in cash and cash equivalents                                    (224,549)             (206,698)    
                                                                                                            
Cash and cash equivalents at beginning of period                          860,086             2,257,748     
                                                              --------------------------------------------  
                                                                                                            
Cash and cash equivalents at end of period                    $           635,537   $         2,051,050     
                                                              ============================================  
                                                              
</TABLE>





                                       5
<PAGE>   6


                              SYGNET WIRELESS, INC.
             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1.       BASIS OF PRESENTATION AND PRO FORMA INFORMATION

   The accompanying unaudited consolidated financial statements have been
   prepared in accordance with generally accepted accounting principles for
   interim financial information and with the instructions to Form 10-Q and
   Article 10 of Regulation S-X. Accordingly, they do not include all of the
   information and footnotes required by generally accepted accounting
   principles for complete financial statements. In the opinion of management,
   all adjustments (consisting of normal recurring accruals) considered
   necessary for a fair presentation have been included. Operating results for
   the six-month period ended June 30, 1998 are not necessarily indicative of
   the results that may be expected for the year ended December 31, 1998. For
   further information, refer to the consolidated financial statements and notes
   thereto included in the Company's annual report on Form 10-K for the fiscal
   year ended December 31, 1997 (File No. 333-10161) filed with the Securities
   and Exchange Commission.

2.       LONG-TERM DEBT

   The Company has $110 million 11 1/2% unsecured Senior Notes due October 1,
   2006 (the Notes). The Notes pay interest semiannually on April 1 and October
   1 of each year. The Notes are redeemable at the option of the Company at
   redemption prices (expressed as a percentage of principal amount) ranging
   from 105.75% in 2001 to 100.00% in 2005 and thereafter. Among other things,
   the Notes contain certain covenants which limit additional indebtedness,
   payment of dividends, sale of assets or stock, changes in control and
   transactions with related parties.

   Sygnet Communications, Inc.(Sygnet), a wholly-owned subsidiary of the
   Company, has a financing agreement (the Bank Credit Facility) with a
   commercial bank group. The Bank Credit Facility is a senior secured reducing
   revolver that provides Sygnet the ability to borrow up to $300 million
   through June 30, 1999. Mandatory reductions in the revolver occur quarterly
   thereafter through June 30, 2005, when the Bank Credit Facility terminates.
   The Bank Credit Facility is secured by certain assets and the stock of
   Sygnet. The Bank Credit Facility provides for various borrowing rate options
   based on either a fixed spread over the London Interbank Offered Rate (LIBOR)
   or the prime rate.

   On April 8, 1998 Sygnet entered into an amendment to the Bank Credit Facility
   which provides for a Swing Loan with one of the members of the commercial
   bank group. The Swing Loan terms are mainly the same as the Bank Credit
   Facility except for interest which is calculated at a fixed spread over the
   Federal Funds Rate. The combined amounts outstanding under the Bank Credit
   Facility and the Swing Loan cannot exceed $300 million. As of June 30, 1998
   the amounts outstanding under the Bank Credit Facility and the Swing Loan are
   $197.5 million and $2.6 million respectively.

3.       REDEEMABLE PREFERRED STOCK AND WARRANTS

   On April 3, 1997, 100,000 shares of Series A Senior Cumulative Nonvoting
   Preferred Stock (Preferred Stock), were redeemed by the Company at a cost of
   $10 million which was funded by the Bank Credit Facility. On June 20, 1997,
   the remaining 118,394.51 shares of Preferred Stock were redeemed by the
   Company at a cost of $11,839,451. This redemption was funded by the Common
   Stock Sale described in Note 4.

   The Preferred Stock had a redemption value of $100 per share and was recorded
   at fair value on the date of issuance less issuance costs. Dividends were
   cumulative from the date of issuance, accrued quarterly in arrears and were
   payable in shares of Preferred Stock. The dividend rates increased annually
   from 15% in 1997 to 21% in 2000 and thereafter. The Preferred Stock included
   the potential issuance of warrants to purchase shares of the Company's Class
   A Common Stock. For financial reporting purposes, the estimated fair value of
   the warrants was included with the Preferred Stock in the accompanying
   balance sheet and the excess of the redemption value of the Preferred Stock
   over the carrying value was accreted by periodic charges to additional
   paid-in capital over the life of the issue. No warrants were issued.

   The Company has authorized 5 million shares of Nonvoting Preferred Stock, par
   value $.01 per share, of which 500,000 are designated as Series A Senior
   Cumulative Nonvoting Preferred Stock.



                                       6
<PAGE>   7



4.       SHAREHOLDERS EQUITY

   On June 20, 1997, the Company issued and sold 3,000,000 shares of Class A
   Common Stock, $.01 par value, to Boston Ventures Limited Partnership V
   (Boston Ventures) at a price of $15 per share (Common Stock Sale). The
   proceeds of $43.9 million, net of issuance fees, were used to redeem the
   remaining outstanding Preferred Stock as described in Note 3, and to reduce
   amounts outstanding under the Bank Credit Facility. As a condition of the
   Common Stock Sale, Boston Ventures has two representatives on the Company's
   eleven member board of directors.

   In August 1997, Boston Ventures purchased 1,000,000 shares of Class B Common
   Stock from shareholders pursuant to a tender offer which, upon purchase,
   became Class A Common Stock.

5.       COMMITMENTS AND CONTINGENCIES

   On April 30, 1998, the Company announced that it has decided to explore
   strategic alternatives, including the possible sale of the Company. In
   accordance with this announcement the Company may be liable to pay severance
   and incentive compensation to employees if a sale were to occur and certain
   other conditions are met before December 31, 1998.

   On June 8, 1998, the Company entered into an agreement with Pinellas
   Communications to purchase the license to operate a cellular telephone system
   in the Rural Service Area PA-2. The purchase is for $6 million and is pending
   FCC approval.


                                       7
<PAGE>   8



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the
Company's unaudited consolidated financial statements and the notes thereto
appearing elsewhere in this report. The Company's operating results for the
periods discussed may not be indicative of future performance. In the text
below, financial statement numbers have been rounded, however, the percentage
changes are based on the actual financial statements.

THE COMPANY'S HISTORICAL RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 1997

For the three months ended June 30, 1998, the Company's total revenue increased
by 25.1% to $ 26.1 million, from $20.8 million in the comparable period in 1997.
Earnings before interest, taxes, depreciation and amortization, and other
non-cash expenses (EBITDA) increased by 22.2% to $ 12.5 million ( 48.1% of total
revenue) for the three months ended June 30, 1998 from $10.3 million (49.2%. of
total revenue) during the comparable period in 1997. The growth in revenue and
EBITDA was the result of continued growth of the subscriber base and increased
roaming revenue generated by additional usage. The interest expense on the debt
incurred as a result of the Horizon Acquisition, as well as the amortization
expense from the acquired licenses and customer lists, contributed to a net loss
of $1.7 million for the three months ended June 30, 1998. This loss represents
an improvement from the $4.6 million loss for the second quarter of 1997. This
improvement was due mainly to the increase in revenue and EBITDA, as described
above, in addition to a decrease in interest expense due to a lower level of
debt.

Subscriber revenue grew by 23.7 % to $15.9 million for the three months ended
June 30, 1998 compared to $12.8 million for the comparable period in 1997 mainly
as a result of continued subscriber growth in the Company's markets, despite a
decline in average revenue per subscriber. The Company's number of subscribers
increased by 29.5% to 157,220 at June 30, 1998 from 121,414 at June 30, 1997 due
to internal growth. On a per subscriber basis, average monthly subscriber
revenue declined by 4.5% to $34.69 in the second quarter of 1998 from $36.34 in
the second quarter of 1997. This was due to continuing promotional activity,
competitive market pressures and the changing mix of subscribers reflecting
increasing levels of subscribers who typically purchase less expensive rate
plans that include packaged minutes of use.

Roamer revenue grew by 26.4% to $8.4 million during the three months ended June
30, 1998 compared to $6.6 million for the comparable period in 1997. This
increase was mainly a result of increased roaming traffic throughout all of the
Company's systems which more than offset the decline in roaming revenue per
minute of use. Roaming minutes of use increased by 31.3 % to 14.8 million for
the three months ended June 30, 1998 from 11.3 million for the comparable period
in 1997. Roaming revenue per minute, including tolls, for the three months ended
June 30, 1998 decreased to $0.57 from $0.59 for the comparable period in 1997.
This decrease was mainly a result of increased regional roaming traffic that is
priced lower than other roaming traffic.

Equipment sales revenue increased by 49.6 % to $1.5 million for the three months
ended June 30, 1998 compared to $1.0 million for the comparable period in 1997.
This increase was due mainly to an increased number of telephones and
accessories sold to existing customers for retention purposes.

Cost of services increased by 36.4% to $3.0 million for the three months ended
June 30, 1998 from $2.2 million for the comparable period in 1997. This increase
was mainly a result of an increase in home subscriber net roaming costs as well
as increased billing and call delivery expenses associated with the growth in
the subscriber base. The increase in net roaming costs is attributed mostly to
increased levels of regional roaming for which rates to customers are low which
has stimulated usage. Partially offsetting this increase are lower costs to the
Company for long distance charges and the elimination of costs associated with a
terminated switching agreement. As a percentage of total revenue, cost of
services was 11.4% for the three months ended June 30, 1998 compared to 10.5%
for the same period in 1997.

Cost of equipment sales increased 20.7% to $2.7 million for the three months
ended June 30, 1998 from $2.3 million in the comparable 1997 period. This
increase was due mainly to an increased number of telephones and accessories
sold to existing subscribers as described above, as well as equipment subsidies
and sales to new subscribers, offset by a reduction in the average cost of
telephones and accessories.

General and administrative costs increased by 30.3% to $4.8 million for the
three months ended June 30, 1998 from $3.7 million for the comparable period in
1997. This increase was mainly a result of increased customer retention costs
due to competitive pressures as well as the growth in the subscriber base which
caused an increase in compensation and bad debt expense. As a percentage of
total revenues general and administrative expense was 18.5% for the three months
ended June 30, 1998 compared to 17.9% for the same period in 1997.


                                       8
<PAGE>   9

Selling and marketing costs increased by 23.6% to $3.0 million for the three
months ended June 30, 1998 from $2.4 million during the second quarter of 1997.
This increase is mainly due to an increase in new subscribers added period to
period which caused higher commission and compensation expenses. Selling and
marketing cost per gross new subscriber, including the equipment subsidy,
decreased by 9.8% to $285 for the three months ended June 30, 1998 from $316 for
the comparable period in 1997. This was primarily a result of an improvement in
the margin on telephone and accessory subsidies and sales as well as lower
advertising expenses.

Depreciation and amortization decreased to $6.7 million for the three months
ended June 30, 1998 from $7.0 million in the comparable period in 1997. This
decrease was mainly due to certain cell site equipment obtained in the Horizon
Acquisition which became fully depreciated in April 1998. This reduction of
depreciation more than offsets the depreciation on higher levels of fixed assets
resulting from capital expenditures for system growth. For the three months
ended June 30, 1998, the Company incurred $5.2 million in capital expenditures,
primarily for cell site and system enhancements.

Interest expense decreased to $7.3 million for the three months ended June 30,
1998 from $7.8 million for the comparable period in 1997. This decrease was
primarily a result of a lower level of borrowing due to the Common Stock Sale as
described in Note 4, Notes to Consolidated Financial Statements (unaudited).

THE COMPANY'S HISTORICAL RESULTS OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 1997

For the six months ended June 30, 1998, the Company's total revenue increased by
23.4% to $48.3 million, from $39.1 million in the first six months of 1997.
Earnings before interest, taxes, depreciation and amortization, and other
non-cash expenses (EBITDA) increased by 22.7% to $22.3 million (46.2% of total
revenue) for the six months ended June 30, 1998 from $18.2 million (46.4%. of
total revenue) during the comparable period in 1997. The growth in revenue and
EBITDA was the result of continued growth of the subscriber base and increased
roaming revenue generated by additional usage. The interest expense on the debt
incurred as a result of the Horizon Acquisition, as well as the amortization
expense from the acquired licenses and customer lists, contributed to a net loss
of $6.9 million for the six months ended June 30, 1998. This loss represents an
improvement from the $10.9 million loss for the six months ended June 30, 1997.
This improvement was due mainly to the increase in revenue and EBITDA, as
described above, in addition to a decrease in interest expense due to a lower
level of debt.

Subscriber revenue grew by 23.1% to $30.2 million for the six months ended June
30, 1998 compared to $24.6 million for the comparable period in 1997 mainly as a
result of continued subscriber growth in the Company's markets, despite a
decline in average revenue per subscriber. The Company's number of subscribers
increased by 29.5% to 157,220 at June 30, 1998 from 121,414 at June 30, 1997 due
to internal growth. On a per subscriber basis, average monthly subscriber
revenue declined by 6.5% to $33.57 in the first half of 1998 from $35.90 in the
first half of 1997. This was due to continuing promotional activity, competitive
market pressures and the changing mix of subscribers reflecting increasing
levels of subscribers who typically purchase less expensive rate plans that
include packaged minutes of use.

Roamer revenue grew by 24.1% to $14.6 million during the six months ended June
30, 1998 compared to $11.8 million in the comparable period in 1997. This
increase was mainly a result of increased roaming traffic throughout all of the
company's systems which more than offset the decline in roaming revenue per
minute of use. Roaming minutes of use increased by 31.2% to 26.1 million for the
six months ended June 30, 1998 from 19.9 million for the comparable period in
1997. Roaming revenue per minute, including toll, for the six months ended June
30, 1998 decreased to $0.56 from $0.60 for the comparable period in 1997. This
decrease was mainly a result of increased regional roaming traffic that is
priced lower than other roaming traffic.

Equipment sales revenue increased by 38.0 % to $2.7 million for the six months
ended June 30, 1998 compared to $1.9 million for the comparable period in 1997.
This increase was due mainly to an increased number of telephones and
accessories sold to existing customers for retention purposes.

Cost of services increased by 31.7% to $5.8 million for the six months ended
June 30, 1998 from $4.4 million for the comparable period in 1997. This increase
was mainly a result of an increase in home subscriber net roaming costs as well
as increased billing and call delivery expenses associated with the growth in
the subscriber base. The increase in net roaming costs is attributed mostly to
increased levels of regional roaming for which rates to customers are low which
has stimulated usage. Partially offsetting this increase are lower costs to the
Company for long distance charges and the elimination of costs associated with a
terminated switching agreement. As a percentage of total revenue, cost of
services was 11.9% for the six months ended June 30, 1998 compared to 11.2% for
the same period in 1997.


                                       9
<PAGE>   10

Cost of equipment sales increased 12.5% to $5.0 million for the six months ended
June 30, 1998 from $4.4 million in the comparable 1997 period. This increase was
due mainly to an increased number of telephones and accessories sold to existing
subscribers, as well as the equipment subsidies and sales to new subscribers,
offset by a reduction in the average cost of telephones and accessories.

General and administrative costs increased by 28.2% to $9.5 million for the six
months ended June 30, 1998 from $7.4 million for the comparable period in 1997.
This increase was mainly a result of the growth in the subscriber base which
caused an increase in compensation and increased customer retention costs due to
competitive pressures. As a percentage of total revenues general and
administrative expense was 19.6% for the six months ended June 30, 1998 compared
to 18.9% for the same period in 1997.

Selling and marketing costs increased by 21.1% to $5.8 million for the six
months ended June 30, 1998 from $4.8 million for the comparable period in 1997.
This increase is mainly due to an increase in new subscribers added period to
period which caused higher compensation and commission expenses. Selling and
marketing cost per gross new subscriber, including the equipment subsidy,
decreased by 7.0% to $291 for the six months ended June 30, 1998 from $313 for
the comparable period in 1997. This was primarily a result of an improvement in
the margin on telephone and accessory subsidies and sales.

Depreciation and amortization increased to $14.5 million for the six months
ended June 30, 1998 from $13.8 million for the comparable period in 1997 due to
the depreciation on higher levels of fixed assets resulting from capital
expenditures for system growth. This increase more than offset the decrease in
depreciation due to certain cell site equipment obtained in the Horizon
Acquisition which became fully depreciated in April 1998. For the six months
ended June 30, 1998, the Company incurred $9.9 million in capital expenditures,
primarily for cell site and system enhancements.

Interest expense decreased to $14.4 million for the six months ended June 30,
1998 from $15.2 million for the comparable period in 1997. This decrease was
primarily a result of a lower level of borrowing due to the Common Stock Sale as
described in Note 4, Notes to Consolidated Financial Statements (unaudited).

LIQUIDITY AND CAPITAL RESOURCES

The Company has historically relied on internally generated funds to fund debt
service and a substantial portion of its capital expenditures. Bank credit
facilities have been used for additional support of capital expenditure programs
and to fund acquisitions. During 1997, the Company issued additional Common
Stock and redeemed its outstanding Preferred Stock. See Notes 3 and 4, Notes to
Consolidated Financial Statements (unaudited).

Net cash provided by operating activities was $4.7 million for the six months
ended June 30, 1998 compared to $1.6 million for the comparable period in 1997.
The increase was primarily the result of the increase in the number of
subscribers and the related growth in revenue and EBITDA, offset somewhat by a
decrease in net working capital.

Net cash used in investing activities was $9.5 million for the six months ended
June 30, 1998 compared to $11.5 million for the comparable period in 1997. In
1997, this activity reflects final payments for businesses acquired in 1996. In
1998, this activity reflects decreased levels of purchases of property and
equipment primarily for system buildout in addition to proceeds of $300,000
associated with the sale of an undeveloped patent to an officer/shareholder of
the Company.

Net cash provided by financing activities was $4.6 million for the six months
ended June 30, 1998 compared to $9.7 million for the comparable period in 1997
as the combination of reduced capital expenditures and increased EBITDA reduced
the need for outside financing. In 1997, this activity includes $45 million in
gross proceeds from the Common Stock Sale which were used primarily to redeem
the remaining outstanding Preferred Stock and to reduce amounts outstanding
under the Bank Credit Facility.

The Company's capital expenditure plans include a continued buildout of its
systems in order to improve coverage and increase usage. During the remainder of
1998 the Company plans to add 8 to 12 new cell sites in addition to the 14
completed through June 30, 1998. In accordance with its plans to strengthen its
existing cellular network the Company has completed sectorizing high traffic
cell sites and is in the process of increasing microwave capacity and upgrading
the Ohio and Pennsylvania systems to state of the art IS-136 TDMA digital. As of
June 30, 1998, the Company has incurred $9.9 million in capital expenditures and
expects to spend between $15 to $17 million for the year ending December 31,
1998. The Company plans to use internally generated funds plus funds available
under the Bank Credit Facility to finance this capital expenditure program. As
of June 30, 1998, the Company had $83.8 million in additional funds available to
borrow under the Bank Credit Facility.


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<PAGE>   11


As a part of the Horizon Acquisition, the Company acquired interim operating
authority for the Rural Service Area PA-2. On June 3, 1997, the Federal
Communications Commission granted the application of Pinellas Communications for
a license to operate a permanent cellular telephone system in PA-2 and the
interim operating authority for PA-2 was terminated. On June 8, 1998, Sygnet
entered into an agreement with Pinellas Communications to purchase PA-2. The
purchase price of $6 million will be funded through the Bank Credit Facility.
The purchase is pending FCC approval. Pending FCC approval, Sygnet has entered
into a management agreement and a lease agreement to operate PA-2, subject to
oversight by Pinellas Communications.

The Company is a holding company with no direct operations and no significant
assets other than the stock of Sygnet Communications, Inc., its wholly owned
subsidiary. Accordingly, the Company's ability to make principal, interest and
other payments to holders of the Senior Notes when due, and to meet its other
obligations, is dependent upon the receipt of sufficient funds from its
subsidiary. The Bank Credit Facility contains certain restrictions upon the
ability of the subsidiary to distribute funds to the Company. The indenture
under which the Senior Notes were issued imposes certain limits on the ability
of the Company to, among other things, incur additional indebtedness. In
addition, the agreement under which the Company issued Common Stock in June 1997
imposes certain limits on the ability of the Company to, among other things,
incur additional indebtedness, issue additional capital stock or engage in
certain types of transactions.



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<PAGE>   12


IMPACT OF YEAR 2000

The Year 2000 Issue is the result of the inability of some computer programs to
distinguish the year 1900 from the year 2000. Most computer programs and
operating systems were written using two digits to define the applicable year
rather than four digits. This means that any equipment containing computer
programs with time-sensitive software may recognize a date using "00" as the
year 1900 rather than the year 2000. In some instances this could result in
system failures, disruption in operations and possible inaccuracies of data.

To address the Year 2000 Issue, the Company is in the process of contacting its
significant vendors to determine how the Company might be impacted by the Year
2000 Issue. The Company is also in the process of completing an inventory of all
its systems and equipment in each market to determine if the Year 2000 Issue
could cause a problem.

The Company's primary focus with respect to the Year 2000 Issue is on areas that
could materially interrupt the Company's revenue stream. Presently, it appears
three main systems have the potential to interrupt the revenue stream due to the
Year 2000 Issue: the two cellular switches and the billing system. To address
this risk, the Northern Telecom switch, which serves Ohio and Pennsylvania, is
expected to have its software upgraded to a Year 2000 compliant version in the
fourth quarter of 1998. The Ericsson switch, which serves New York, is expected
to have its software upgraded to a Year 2000 compliant version in the first
quarter of 1999. It is expected that Northern Telecom and Ericsson will provide
sufficient testing prior to installation. The upgrade of the billing system
software to a Year 2000 compliant version is expected to be completed in the
fourth quarter of 1998. The vendor that provides this system has indicated that
Year 2000 compliance testing will be completed by June of 1999.

The expected cost of testing and upgrading these systems has not been
determined. Management's current estimate is that the cost of becoming year 2000
compliant is not expected to exceed $250,000. This estimate may change
significantly upward or downward as the process continues. Specifically, this
estimate may change substantially if other systems or vendors are deemed to be
capable of a material interruption of the revenue stream.



                                       12
<PAGE>   13


FORWARD LOOKING STATEMENTS

The description of the Company's capital expenditure plans and Year 2000
preparedness set forth above are forward looking statements made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
These plans involve a number of risks and uncertainties. The important factors
that could cause actual capital expenditures, Year 2000 preparedness or the
Company's performance to differ materially from the plans include, without
limitation, the Company's continued ability to satisfy the financial performance
and other covenants of the Bank Credit Facility; the impact of competition from
other providers of cellular telephone and personal communications services and
other technologies that may be developed; the inability of third party vendors
to provide products and services which are Year 2000 compliant; and the
occurrence of other technological changes affecting the Company's business. For
further information regarding these and other risk factors, see "Business - Risk
Factors" in the Company's annual report (File No. 333-10161) on Form 10K for the
year ended December 31, 1997 filed with the Securities and Exchange Commission.
The Company disclaims any duty to release publicly any updates or revisions to
these forward looking statements.


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<PAGE>   14


PART II  -  OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders

         On May 12, 1998, the annual meeting of Common Stockholders was held at
         which the shareholders unanimously approved (i) the election of three
         Class II directors, (ii) stock option grants and other compensation to
         the Company's executives, (iii) the sale of a company owned patent to
         Sycord Limited Partnership, a business newly formed by the Chairman,
         for $300,000 and (iv) the selection of Ernst & Young LLP as the
         Company's independent auditors.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Exhibits

              3.1      Amended and restated Articles of Incorporation of Sygnet
                       Wireless, Inc. 1[3.1]

              3.2      Code of Regulations of Sygnet Wireless, Inc. 1[3.2]

              4.1      Indenture dated as of September 26, 1996 between Sygnet
                       Wireless, Inc. and Fleet National Bank, as Trustee. 1[4]

             10.18     Credit Agreement dated October 9, 1996 among the
                       Registrant and The Toronto Dominion Bank and PNC Bank,
                       National Association. 3[10.18]

             10.18a    Amendment to Credit Agreement dated October 9, 1996 among
                       the Registrant and The Toronto Dominion Bank and PNC
                       Bank, National Association.

             10.23     Investment Agreement dated as of June 20, 1997 between
                       Sygnet Wireless, Inc. and Boston Ventures Limited
                       Partnership V. 2[10.23]

             10.24     Registration Rights Agreement dated as of June 20, 1997
                       among Sygnet Wireless, Inc., Boston Ventures Limited
                       Partnership V, J.D. Williamson, II and Warren P.
                       Williamson, III. 2[10.24]

             10.25     Stockholders Agreement dated as of June 20, 1997 among
                       Sygnet Wireless, Inc., Boston Ventures Limited
                       Partnership V, J.D. Williamson, II and Warren P.
                       Williamson, III. 2[10.25]

             10.25a    Amendment to Stockholders Agreement among Sygnet
                       Wireless, Inc., Boston Ventures Limited Partnership V,
                       J.D. Williamson, II and Warren P. Williamson, III.

             10.31     Amended and restated Sygnet Wireless, Inc. 1996 Stock
                       Option Plan for Non-Employee Directors.

             10.32     Purchase Agreement dated June 8, 1998 between Sygnet
                       Communications, Inc. and Pinellas Communications.

             10.33     Assignment Agreement dated June 5, 1998 among Sygnet
                       Wireless, Inc., Everett G. Dennison, Gregory T. Pauley,
                       Scott L. Jones, Timothy J. Duffy and Sycord Limited
                       Partnership.

              27.1     Financial Data Schedule.

(b)        Reports on Form 8-K. On May 5, 1998 the Company filed an 8-K
           reporting the issuance of a press release which announced the
           decision of the Company to explore strategic alternatives, including
           the possible sale of the company.

1      Filed as an exhibit to the Company's Quarterly Report on Form 10Q for the
       quarterly period ended September 30, 1996, as the exhibit number
       indicated in brackets and incorporated by reference herein.

2      Filed as an exhibit to the Company's Quarterly Report on Form 10Q for the
       quarterly period ended June 30, 1997, as the exhibit number indicated in
       brackets and incorporated by reference herein.

3      Filed as an exhibit to the Company's Annual Report on Form 10K for the
       year ended December 31, 1996, as the exhibit number indicated in brackets
       and incorporated by reference herein.




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<PAGE>   15




                                    SIGNATURE


                  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.


                                SYGNET WIRELESS, INC.


                                By:  /s/ Craig T. Sheetz
                                     ------------------------------
                                     Craig T. Sheetz
                                     Vice President and
                                     Chief Financial Officer

                                     (as duly authorized  officer and principal
                                     financial officer of the registrant)


Dated:   July 24, 1998



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