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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) December 11, 1998
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U.S. Digital Communications, Inc.
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(Exact Name of Registrant as Specified in Charter)
Nevada 0-21225 52-2124492
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(State or Other Commission File (IRS Employer
Jurisdiction Number) Identification
Incorporation No.)
2 Wisconsin Circle, Chevy Chase, Maryland 20815
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (301) 961-1540
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5 Other Events
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The Registrant, on Friday, December 11, 1998, released its
consolidated financial results for the Third Quarter of 1998 by press release.
Following the release, the Registrant became aware that the final page captioned
"Condensed Consolidated Statements of Operations" inadvertently contained a
reference in a subheading to "(Dollars in thousands, except per share data)"
although the figures in the Condensed Consolidated Statements of Operations
were actual numbers. The Registrant released a corrected press release on
December 11, 1998, a copy of which is attached as an Exhibit.
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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(a) Not applicable
(b) Not applicable
(c) Exhibits.
20.1 Corrected press release, dated December 11, 1998, with
respect to the financial results for the Company's third
quarter and nine months ended September 30, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
U.S. DIGITAL COMMUNICATIONS, INC.
(Registrant)
Date: December 14, 1998 By: /s/ Robert J. Wussler
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Name: Robert J. Wussler
Title: Chairman
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EXHIBITS INDEX
EXHIBIT DESCRIPTION PAGE
NUMBER ----------- ----
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20.1 Corrected press release, dated December 11, 1998, with 6
respect to the financial results for the Company's third
quarter and nine months ended September 30, 1998.
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Exhibit 20.1
[LOGO OF US DIGITAL COMMUNICATIONS APPEARS HERE]
FOR IMMEDIATE RELEASE:
Contacts: FINANCIAL COMMUNITY PRESS
DIANE PERRY ROBERT J. WUSSLER ROBIN BAKER
Shandwick USDI Shandwick
212-591-9767 301-591-1540 202-383-9713
US DIGITAL COMMUNICATIONS, INC. ANNOUNCES
THIRD QUARTER RESULTS
WASHINGTON, D.C., DECEMBER 11, 1998 -- US DIGITAL COMMUNICATIONS INC. (OTC BB:
USDI), (the "Company"), today reported consolidated financial results for its
third quarter and nine months ended September 30, 1998.
Third quarter net sales in 1998 increased 87.5% from the prior year period to
$267,552 with a net loss of $2.7 million, or $0.27 per share. This compared to
net sales of $142,685 and a net loss of $1.1 million, or $0.07 per share in the
third quarter a year ago. The increase in the Company's 1998 quarterly revenues
resulted from inclusion of a longer selling period as well as increased
marketing efforts in the 1998 period.
For the nine months ended September 30, 1998, net sales were $793,709, an
increase of over 500% from the prior year period, with a net loss of
$4.9 million or $0.50 per share, compared to net sales of $142,685 and a net
loss of $3.6 million, or $0.22 per share a year ago. The increase in sales
primarily reflects the inclusion of nine months of sales for its Skysite unit in
1998 and approximately one month for 1997. Skysite was acquired by the Company
on August 26, 1997.
Robert J. Wussler, Chairman of the Board for USDI, commented on the third
quarter results, "We are encouraged by the increasing revenues for the quarter
and the year to date, particularly as we have implemented a thorough
restructuring of the Company over the past year. We have assembled an extremely
talented, experienced and motivated management team as well as the ability to
offer a broad spectrum of communications products and services not previously
within the Company's capabilities. These changes have occurred as planned, and
we are now positioned, with our corporate partners, to take full advantage of
the many market opportunities now open to us."
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ABOUT US DIGITAL COMMUNICATIONS INC.
US Digital Communications Inc. is a telecommunications company that specializes
in technologies for corporate and consumer applications. US Digital
Communication's wholly-owned INSAT subsidiary was created to market and
distribute a full range of telecommunications services through its Project 77
Corp. and Skysite Communications Corp. subsidiaries. INSAT is headquartered in
Washington, D.C., at 1575 Eye Street, N.W. US Digital maintains offices in
Burbank, California and Washington, D.C., under the leadership of Robert J.
Wussler, Chairman of the Board.
This press release contains forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially from those
contemplated herein, including the occurrence of unanticipated events or
circumstances relating to the fact that USDI is in a highly competitive industry
subject to rapid technological, product and price changes. Other factors
include the possibility that demand for the company's products may not occur or
continue at sufficient levels, changing global economic and competitive
conditions, technological and other risks, costs and delays associated with the
start-up and operation of major capital projects and corporate restructurings,
changing governmental regulations and other risks and uncertainties, including
those detailed in the company's filings with the Securities and Exchange
Commission. USDI undertakes no obligation to update or revise any forward-
looking statements, whether as a result of new information, future events or
otherwise.
(Table to Follow)
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US DIGITAL COMMUNICATIONS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(unaudited)
<TABLE>
<CAPTION>
THREE MONTHS ENDED NINE MONTHS ENDED
9/30/98 9/30/97 9/30/98 9/30/97
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net Sales $ 267,552 $ 142,685 $ 793,709 $ 142,685
Cost of Sales 205,451 127,102 579,737 127,102
----------- ----------- ----------- -----------
Gross Profit 62,101 15,583 213,972 15,583
Operating expenses:
Sales and marketing 423,986 39,414 813,410 39,414
General and administrative 2,338,202 586,326 4,047,936 2,291,888
Stock option compensation 0 426,462 353,575 1,134,022
----------- ----------- ----------- -----------
Total operating expenses 2,762,188 1,052,202 5,214,921 3,465,324
----------- ----------- ----------- -----------
Loss from operations (2,700,087) (1,036,619) (5,000,949) (3,449,741)
----------- ----------- ----------- -----------
Total other income (expense), net 15,461 (34,558) 102,958 (181,159)
----------- ----------- ----------- -----------
Net loss $(2,684,626) $(1,071,177) $(4,897,991) $(3,630,900)
----------- ----------- ----------- -----------
Dividends on preferred stock (1,688,535) (420,369) (3,194,650) (1,239,162)
----------- ----------- ----------- -----------
Net loss available to common stockholders $(4,373,161) $(1,491,546) $(8,092,641) $(4,870,062)
=========== =========== =========== ===========
Net loss per common share:
Basic $(0.27) $(0.07) $(0.50) $(0.22)
=========== =========== =========== ===========
Diluted $(0.27) $(0.07) $(0.50) $(0.22)
=========== =========== =========== ===========
Weighted average shares of
common stock outstanding 15,914,637 21,904,079 16,311,875 22,097,082
=========== =========== =========== ===========
####
</TABLE>
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