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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 February 26, 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
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, February 26, 1999 released a press release
announcing that the Company had filed certain corrected SEC filings and reported
on liquidity concerns, a copy of which press release 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.
20.2 Press release announcing the completion of filing
corrected SEC filings and reported on liquidity concerns.
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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: February 26, 1999 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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20.2 Press release announcing that the Company had filed certain 6
corrected SEC filings and reporting on liquidity concerns.
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[US DIGITAL LOGO 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
2. USDI COMPLETES CORRECTED SEC FILINGS
AND REPORTS ON LIQUIDITY CONCERNS
WASHINGTON, Feb. 26, 1999 US Digital Communications, Inc. (OTC BB:
USDI) today announced that the Company had filed amended reports on Form 10-Q
for the quarters ended March 31 and September 30, 1997 and an amended report on
Form 8-K relating to its acquisition of Skysite Communications on or about
August 26, 1997. The corrective reports are the result of an effort by the
Company begun in late 1998 to remedy reports dating back to early 1997 that were
late or deficient as a result of management changes, related litigation, and the
transition to its current business of satellite telephony and related
communications services.
Separately, the Company announced that it is continuing to focus on
its immediate liquidity concerns. As previously reported, the Company has been
dependent on external sources of equity and other financing to fund its
operations. The Company is currently in discussions with several potential
financing sources but has not entered into any definitive agreements. There can
be no assurance that these or any
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other arrangements will be completed successfully. The Company believes that it
is necessary that a financing agreement be reached shortly. If adequate
financing is not obtained in a timely manner, the Company may be forced to re-
focus and restrict its operations.
ABOUT US DIGITAL COMMUNICATIONS INC.
US Digital Communications, Inc. is a telecommunications company that
specializes in technologies for corporate and consumer applications. The
Company's wholly owned subsidiary, INSAT, markets and distributes 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, whose Chief Executive Officer is Robert J.
Wussler, maintains offices in Washington, D.C.
# # #
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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