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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 October 15, 1999)
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
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5 Other Events
The Registrant, on Friday, October 15, 1999, issued a press release.
The full text of which is printed below.
Press Release Copy
WASHINGTON, Oct. 15 /PRNewswire/ -- Robert J. Wussler, Chairman of the Board of
U.S. Digital Communications, Inc. (OTC Bulletin Board: USDI - news) announced
today, in response to the increase in trading price and volume of USDI stock,
that Telcam has informed USDI that it has identified and is continuing to
conduct discussions with potential funding sources; however, Telcam has not yet
reached agreements that would provide sufficient funding to meet its obligations
to USDI under the Memorandum of Understanding as described in USDI's
announcements of July 8 and September 28.
USDI and Telcam continue in their efforts to complete their proposed merger and
remain hopeful that Telcam will secure the resources required to complete the
merger. However, there can be no assurance that the funding will be achieved in
the necessary amounts or on terms satisfactory to Telcam, if at all. In
addition, the ongoing delay in securing such funding leads to a continual
aggravation of USDI's serious liquidity problems.
In addition to the requirement that USDI's liquidity needs be met, consummation
of the merger remains subject to a number of conditions, including drafting of
definitive documents, negotiation of reductions in U.S. Digital's obligations to
creditors, and approval by the shareholders of each company. In light of the
foregoing, there can be no assurance that the merger will be consummated.
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.
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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: October 15, 1999 By: /s/ Robert J. Wussler
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Name: Robert J. Wussler
Title: Chairman
