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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 September 28, 1999)
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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 No.)
Incorporation
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
The Registrant, on Tuesday, September 28, 1999, issued a press release.
The full text of which is printed below.
Press Release Copy
WASHINGTON, September 28 -- Robert J. Wussler, Chairman of the Board of U.S.
Digital Communications, Inc. (OTC BB: USDI) announced today that USDI and
Telcam, Telecommunications Company of the Americas, Inc., have substantially
completed due diligence to mutual satisfaction and are continuing to work
towards the completion of their proposed merger on substantially the terms
previously announced. Consummation of the merger has been delayed from the
parties' September, 1999 target and such delay jeopardizes USDI's ability to
fund its ongoing operating expenses and the costs of consummating the
transaction. Both parties are exploring ways to meet USDI's cash requirements.
As previously reported, under the Memorandum of Understanding, Telcam assumed
certain funding obligations with respect to the operations of USDI, pursuant to
which USDI obtained loans from Telcam. The delays from the contemplated merger
schedule have required that Telcam provide a greater level of operating funds to
USDI than was originally expected. Telcam has not met USDI's increased funding
requirements. Telcam has informed USDI that it intends to meet its obligations
and is seeking the additional funding required to do so. There can be no
assurance that Telcam will be successful in this effort.
The delay in completing the transaction has been due in part to changes in
senior personnel at Telcam. Robert Lee has left his position as Chief Executive
Officer and is no longer associated with Telcam. He has been replaced as CEO by
Greg Hahn of Houston, Texas. In addition, Preston Riner has left Telcam and is
not expected to play any role in USDI following the merger. Mike Massingill, a
shareholder and Chairman of the Board of Directors of Telcam, has assumed a
leading role in the strategic direction of Telcam and is expected to play a
similar role after the planned merger. These personnel changes have not altered
either Telcam's or USDI's intentions relative to the merger.
The companies are now working towards a closing of the merger in November, 1999.
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 US Digital's obligations to
creditors, and approval by the shareholders of each company. In the event that
Telcam is unable to promptly provide adequate funding to underwrite USDI's
expenses, the ability of USDI to operate at any meaningful level would be
immediately and adversely affected. In light of the foregoing, there can be no
assurance that the merger will be consummated.
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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: September 28, 1999 By: /s/ Robert J. Wussler
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Name: Robert J. Wussler
Title: Chairman
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