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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) - May 11, 1998
AMERICAN TELESOURCE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-23007 74-2849995
(Commission File Number) (I.R.S. Employer
Identification No.)
12500 NETWORK BLVD., SUITE 407
SAN ANTONIO, TEXAS 78249
(210) 558-6090
(Address of Principal Executive Offices and Telephone Number,
Including Area Code)
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ITEM 5. OTHER EVENTS.
Effective May 11, 1998, the shares of $0.001 par value common stock of
American Telesource International, Inc., a Delaware corporation (the "Company"),
a "successor issuer" within the meaning of Rule 12g-3(a) under the Securities
Exchange Act of 1934 (the "Exchange Act"), were deemed registered under Section
12(g) of the Exchange Act. For purposes of Rule 12g-3(a), the Company succeeds
American Telesource International Inc., an Ontario (Canada) corporation ("ATSI-
Canada"), by virtue of a plan of arrangement (the "Arrangement") which was
effective May 11, 1998. As a successor issuer for purposes of Rule 12g-3(a),
the Company became subject to the Exchange Act reporting obligations of its
predecessor, ATSI-Canada, on the effective date of the Arrangement.
Pursuant to the Arrangement, shares of common stock of ATSI-Canada were
exchanged for shares of common stock of the Company on the basis of one common
share for one common share; and ATSI-Canada became a wholly-owned subsidiary of
the Company.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit Description
------- -----------
2.1 Plan of Arrangement between ATSI-Canada and ATSI-
Delaware (a)
(a) Contained in exhibits to the Company's Rule 424(b) Prospectus filed April
2, 1998.
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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.
AMERICAN TELESOURCE INTERNATIONAL, INC.
Date: May 20, 1998 By: /s/ Arthur L. Smith
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Arthur L. Smith,
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description
------- -----------
2.1 Plan of Arrangement between ATSI-Canada and ATSI-
Delaware (a)
(a) Contained in exhibits to the Company's Rule 424(b) Prospectus filed April
2, 1998.
