SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JULY 19, 1999
UTG COMMUNICATIONS INTERNATIONAL, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 333-08305 13-3895294
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation or organization) Identification No.)
Limmattalstrasse 10
8954 Geroldswil, Switzerland
(Address of principal executive offices)
Registrant's telephone number, including area code: 011-41-1-749-3103
ITEM 5. Other Events
On each of July 19, 1999, July 20, 1999 and July 27, 1999, the registrant issued
a press release, copies of which are attached hereto as Exhibits 99(a), 99 (b)
and 99(c), respectively, and incorporated herein by reference.
<PAGE>
ITEM 7 Financial Statements and Exhibits.
(a) Financial statements of businesses acquired Not applicable.
(b) Pro forma financial information Not applicable.
(b) Exhibits.
99(a) Press release, dated July 27, 1999, announcing that the
Company's wholly-owned Swiss subsidiary, Starfon Telecom
Services AG, has launched a calling card in Switzerland
together with the Manor group.
99(b) Press release, dated July 20, 1999, announcing that the
Company intends to offer Internet and e-commerce services.
99(c) Press release, dated July 19, 1999, announcing an increase in
the Company's revenues during the fourth quarter of the fiscal
year ended March 31, 1999 compared to the previous quarter.
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 in Geroldswil, Switzerland on this 30th day
of July 1999.
UTG COMMUNICATIONS INTERNATIOAL, INC.
By: /s/ Ulrich Ernst
--------------------------------
Ulrich Ernst
Chairman and CEO
(Principal Executive Officer)
UTGC and the Manor Group to Launch First Swiss Calling Card
NEW YORK, July 27 /PRNewswire/ -- UTG Communications International Inc. (OTC
Bulletin Board: UTGC; Frankfurt and Berlin: WKN 912914 (UTG)) announced today
that the Company's wholly-owned Swiss subsidiary, Starfon Telecom Services AG,
has launched the first postpaid telephone card in Switzerland together with the
Manor group, the largest Swiss department store chain with more than 71 outlets.
As a result of the introduction of the new calling card, the Company's market
share in the Swiss telecommunications market is expected to increase
significantly.
"This launch is an important milestone for the Company, whose business
previously focussed on small and medium-sized corporate customers," commented
Ueli Ernst, Chairman and Chief Executive Officer of UTG Communications
International, Inc. "It marks the entry of the Company into the lucrative
private client business." The Starfon-Manor calling card services were launched
on July 19 in a national mailing campaign to over 500,000 holders of Manor
credit cards. Starfon expects to receive up to 50,000 applications for the new
calling card services within four weeks. This would make Starfon one of the five
largest telecommunications service providers in Switzerland.
First Swiss Calling Card for Manor Card Holders Enables Swiss to Call at
Low Rates
Under the program, holders of Manor credit cards will be able to use their
credit cards as a calling card, the first of its kind in the Swiss market. The
Starfon-Manor calling card can be used everywhere in the country for billed
calls (postpaid) at up to 65% savings over the competition's prices. In
addition, Manor offers its card users the option of installment payments.
Telephone calls are billed at Starfon's preselect rates, which are at the low
end of the Swiss rate scale compared to those offered by major competitors.
Starfon's and Manor's new and innovative calling card enables customers to enjoy
the same low rates for calls and fax from home and from the road. At CHF 0.178
($0.12) per minute between 8:00 a.m. and 5:00 p.m. and CHF0.08 ($0.05) per
minute during low-rate periods for national long distance calls, Starfon
currently is one of the least expensive telecommunication providers in
Switzerland. Starfon's customers are billed for the actual calling time and not
in thirty-second intervals as is customary with other Swiss providers. Starfon's
rates offer a real savings of up to 45 % over the new rates of Swisscom's,
Switzerland's largest telecommunications provider, which became effective on
July 1, 1999. The Company believes that it currently offers the lowest average
rates for international long-distance calls.
Card Features Offer Multiple Benefits for Customers
The Starfon-Manor calling card also offers customers the benefits from two other
Starfon products: Starfon Mobile, a low-cost service for cellular phone users,
and Starfon Special, which offers discounted rates to three personal preferred
telephone numbers.
In addition to the price advantages, the Company believes that customers will
enjoy the additional features offered by the Starfon-Manor calling card,
including detailed billing for telephone services on the Manor credit card bills
<PAGE>
and the ability to pay the telephone bill in installments, a novelty in
Switzerland. Starfon does not charge its customers any registration or monthly
connection fees and requires no minimum contract period. Starfon has established
a call center in Zurich for service inquiries. The service team can handle
customer needs in German, French, Italian and English during weekday office
hours.
Manor and ATAG debis as Strong Partners of UTG
Invoicing for the new telephone services will be handled by ATAG debis Card
Services AG in Bruttisellen, Switzerland, a subsidiary of ATAG debis Informatik
AG, a joint-venture of Daimler-Benz Interservices (debis) AG and ATAG Ernst &
Young. Swisscom will continue to bill directly for subscription charges,
equipment rental fees, if any, calls to service numbers (111, 113, 117, 118,
156, 157, 175, etc.), 059 (border zone) numbers, as well as all local calls
(calls within a ten-kilometer radius from the source of the call).
The Manor group includes the Manor, Placette, and Innovazione department store
chains in Switzerland, the Fly apartment furnishing chain (formerly Caxa-X), as
well as the Athleticum, City-Disc, Jeans&Co and ElectroPlus chain stores. In
1998, the Manor group's annual sales was CHF 2.750 billion and its sales area
amounted to 325,778 square meters (an increase of 2.6% over the previous year).
The number of employees at the group's 71 department stores increased in 1998 by
132 to 11,579. The Manor credit card can also be used at more than 500 Shell gas
stations, and in more than 2,500 hotels throughout Switzerland as well as for
Europcar and Hertz car rentals.
Starfon Telecom Services AG, headquartered in Zurich, is a wholly-owned
subsidiary of UTG Communications International, Inc. It was founded in 1996 as
one of the first independent telecommunications carriers in Switzerland. Starfon
has operated its own network since January 1997 and has offered its services
primarily to small and medium-sized businesses. Private customers have been
enrolled beginning in the Spring of 1999. Starfon currently has 17,000 customers
in Switzerland and together with its partners provides landline services as well
as cellular telephony in addition to telephone cards and credit cards. In the
Fall of this year, the Company intends to expand into the Internet by setting up
an Internet telecom shop, to offer internet providing services and additional
e-commerce products.
UTG Communication International Inc. is a European provider of Internet and
Telecommunications services, including long distance and prepaid/postpaid phone
cards. It has a distribution network throughout Europe. The Company owns and
operates switching facilities in various European countries.
This release contains certain forward-looking statements which involve known and
unknown risks, uncertainties and other factors not under Company's control which
may cause actual results, performance, achievements of the Company to be
materially different from the results, performance of expectations implies by
theses forward-looking statements. These factors include, but are not limited
to, the limited liquidity and the limited operating history of the Company as
well as other risks details in the Company's periodic filings with the Security
and Exchange Commission.
UTGC to Offer Internet Services and e-Commerce
NEW YORK, July 20 /PRNewswire/ -- UTG Communications International Inc. (OTC
Bulletin Board: UTGC - news) announced today that the Company has decided to add
various new services to the Company's present activities. The Company considers
these new services to act synergystically with its existing activities. UTG will
then offer additional services in the profitable areas of the Internet. The
Internet will grow at a much more rapid pace than telecom services. The facts
about the Internet and Internet Commerce are as follows:
-- Internet traffic is doubling every 100 days. (about 400% per year)
-- Volume of online securities trading has increased by more than 100%
over the last 2 years.
-- Domains were increased from 625,000 in 1996 by 544% to 3.4 million.
-- Online advertising has increased in excess of 200% over the last 6
quarters.
-- Internet commerce has increased 225% in 1998 to US$ 7.8 billion.
Therefore, the Company has developed its strategy:
-- to become an Internet provider with a switched-based back bone
-- to offer these services to retail and other Internet providers in
Europe
-- to offer full Internet services, consultancy and support,
-- to sell and operate e-commerce shops and invest in this area,
-- to operate e-commerce shopping platforms in various retail oriented
industries, in the most successful areas of the Internet, such as
music, media, software distribution, etc.
This investment strategy will be achieved by internal investment as well as
mergers and acquisitions of companies of interest. The board has already
evaluated several interesting possibilities and is presently carrying them out
in due diligence. The future investments are focused on the vertical as well as
the horizontal group of Internet activities.
UTG Communication International Inc. is a European provider of Internet and
Telecommunications services, including long distance and prepaid/postpaid phone
cards. It has a extensive distribution network in Europe. The Company owns and
operates switching facilities in various European countries.
This release contains certain forward-looking statements which involve known and
unknown risks, uncertainties and other factors not under the Company's control
which may cause actual results, performance, achievements of the Company to be
materially different from the results, performance of expectations implied by
these forward-looking statements. These factors include, but are not limited to,
the limited liquidity of the Company, the limited operating history of the
Company under its reorganised management team, as well as other risks detailed
in the Company's periodic filings with the Security and Exchange Commission.
UTGC Increased its Revenues by 93.5% vs. Previous Quarter
NEW YORK, July 19 /PRNewswire/ -- UTG Communications International Inc. (OTC
Bulletin Board: UTGC - news) announced today that its continued efforts are
showing signs of increasing results. The strong efforts by the present
management are expected to have a positive impact on the overall situation of
the Company.
The Company retail revenues have increased in the quarter ended March 31, 1999
by approximately 93.5% compared to the quarter ended December 31, 1998. This is
the third increase in a row on a quarterly basis. The previous increases were
99.4% for the quarter ended December 31, 1998 and a increase of 32% for the
quarter ended September 30, 1998 versus the relevant previous quarters. The
Company intends to resume additionally its wholesale traffic business and expand
its retail activities in the very near future.
The Company also continues its development of the Swiss, Belgium and UK Card
platforms to deliver services to retail and wholesale customers. Once all these
services are fully operational they are expected to make an additional
significant contribution to the Company's revenue and provide the Company and
its subsidiaries with new synergetic possibilities. The Swiss Prepaid Cards with
the brand Starfon Telecard will start to be shipped this week to the customers
who ordered these products.
UTG Communication Int. Inc. is a European provider of Internet services,
E-Commerce and Telecommunications services, including long distance and
prepaid/postpaid phone cards. It has a extensive distribution network in Europe.
The Company owns and operates switching facilities in various European
Countries.
This release contains certain forward-looking statements which involve known and
unknown risks, uncertainties and other factors not under the Company's control
which may cause actual results, performance, achievements of the Company to be
materially different from the results, performance of expectations implied by
these forward-looking statements. These factors include, but are not limited to,
the limited liquidity of the Company, the limited operating history of the
Company under its reorganised management team, as well as other risks detailed
in the Company's periodic filings with the Security and Exchange Commission.
SOURCE: UTG Communications International Inc.
