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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 7, 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 of 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
The Registrant, on Tuesday, December 7, 1999, issued a press release.
The full text of which is printed below.
Press Release Copy
WASHINGTON, December 7 -- Robert J. Wussler, Chairman of the Board of U.S.
Digital Communications, Inc. (OTC Bulletin Board: USDI), and Greg Hahn,
President of Telcam, Telecommunications Company of the Americas, Inc., announced
that Telcam has obtained additional financing from certain existing USDI common
and preferred shareholders that should enable it to provide working capital
loans to USDI as agreed upon in the Memorandum of Understanding signed July 8,
1999.
As announced recently, there have been delays in both the completion of the
merger and the provision of anticipated working capital loans to USDI by Telcam.
The merger, originally scheduled for a late September closing, is anticipated to
close in early 2000. However, there can be no assurance that there will not be
additional delays.
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 light of the
foregoing, there can be no assurance that the merger will be consummated.
USDI also stated that due to issues related to the delay in receipt of funds
from Telcam, US Digital had not yet filed its quarterly report on Form 10-Q for
the quarter ending September 30, 1999 with the Securities and Exchange
Commission; however, USDI stated that it plans to complete the filing as
expeditiously as possible.
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: December 10, 1999 By: /s/ Robert J. Wussler
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Name: Robert J. Wussler
Title: Chairman
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