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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of
[ ] Definitive Proxy Statement the Commission Only
[X] Definitive Additional Materials (as permitted by
[ ] Soliciting Material Pursuant to Rule 14a-6(e)(2))
Rule 14a-11(c) or Rule 14a-12
U.S. DIGITAL COMMUNICATIONS, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identity the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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U.S. Digital Communications, Inc.
2 Wisconsin Circle, Suite 700
Chevy Chase, MD 20815
(301) 961-1540
___________________________________________
NOTICE OF CONTINUATION OF ANNUAL MEETING/SPECIAL MEETING
OF STOCKHOLDERS
to be held on May 27, 1999
To The Stockholders of
U.S. Digital Communications Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of U.S.
Digital Communications Inc., a Nevada corporation (the "Company"), has been
adjourned from May 6, 1999 and continued to, and a Special Meeting of
Stockholders has been called for, May 27, 1999 at 10 a.m. EDT at the offices of
the Company, 2 Wisconsin Circle, Suite 700, Chevy Chase, MD 20815 (the
"Meeting"). The Company is holding the Meeting for the purpose of receiving
additional votes and to allow for the modification of any vote previously made,
on the following matters considered at the May 6, 1999 Meeting:
(i) To elect seven nominees to the Board of Directors to hold office
until the 2000 Annual Meeting of Stockholders and until their
respective successors are elected and qualified;
(ii) To approve the 1998 Stock Option, Deferred Stock and Restricted
Stock Plan; and
(iii) To ratify the appointment of independent auditors for the fiscal
year ending December 31, 1999.
Stockholders may modify or rescind any proxy previously submitted, at or
prior to the Meeting.
Holders of record of the Company's $0.01 par value Common Stock (the
"Common Stock") at the close of business on April 9, 1999 will be entitled to
vote at the Meeting or any adjournments or postponements thereof. All
stockholders are cordially invited to attend the Meeting in person.
By order of the Board of Directors,
/s/
Edward Kopf
Executive Vice President and Secretary
Chevy Chase, Maryland
May 13, 1999
