<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): July 7, 1997
IMPSAT Corporation
IMPSAT S.A.
-------------------------------------------------------------------
(Exact name of registrants as specified in their charters)
Delaware 52-1910372
Argentina 333-12977 Not Applicable
- ---------------------------- ------------- ---------------------
(State or other jurisdiction (Commission (I.R.S. employer
of incorporation) file number) identification no.)
Alferez Pareja 256 (1107)
Buenos Aires, Argentina
(541) 362-4240
------------------------
(Address, including zip code, and telephone number, including
area code, of registrants' principal executive offices)
-------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 2. Acquisition or Disposition of Assets
On June 20, 1997, IMPSAT Corporation (the "Corporation") acquired an
additional 2,229 shares, or 43.5%, of the common stock of its subsidiary,
IMPSAT S.A. ("IMPSAT Argentina") an entity under common control. As a result
of such acquisition, the Corporation has increased its ownership percentage in
the common stock of IMPSAT Argentina from 51.0% to 94.5%. The shares of IMPSAT
Argentina's common stock were acquired from the Corporation's two shareholders,
Nevasa Holdings Ltd. ("Nevasa") and STET International Netherlands NV ("STET"),
in consideration for the issuance to Nevasa and STET of 17,281,500 and
5,760,500 shares of common stock of the Corporation, respectively. The
ownership interests of Nevasa and STET in the Corporation did not change as a
result of the exchange of shares of IMPSAT Argentina for the Corporation. The
Corporation's net loss on a pro forma basis would have been $7,169,000 and
$1,470,000, respectively, for the year ended December 31, 1996 and the three
months ended March 31, 1997 had the acquisition occurred at the beginning of
each such period.
Item 5. Other Events
On June 18, 1997, IMPSAT Argentina entered into a two-year contract
extension with Banco de la Nacion Argentina ("BNA"), its largest customer as of
December 31, 1996. The contract extension, which is retroactive to March 2,
1997, covers private network telecommunications services for BNA at each of
BNA's 527 branches. Pursuant to the contract extension the amount of services
provided have been reduced through the deletion of voice and dial back-up
services, which the Corporation estimates will result in the reduction of
services to BNA of approximately 40%. The contract extension includes a
reduction in the price of the services provided to BNA by IMPSAT Argentina of
approximately 61.7% from the prices charged with respect to the existing
contract between BNA and IMPSAT Argentina. The contract extension is expected
to result in a decrease in annual service revenues from BNA of $8.3 million.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired: Financial Statements
with respect to IMPSAT Argentina for the
- 2 -
<PAGE> 3
years ended November 30, 1994, 1995 and 1996 and for the quarterly periods
ended February 29, 1996 and February 28, 1997 have been previously filed with
the Commission as part of the Registrants' Annual Report on Form 10-K for the
year ended December 31, 1996 and Quarterly Report on Form 10-Q for the quarter
ended March 31, 1997, Commission File Number 333-12977.
(b) Pro Forma Financial Information: See Item 2 above.
(c) Exhibits: None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrants have duly caused this report to be signed on their
behalf by the undersigned thereunto duly authorized, in the City of Buenos
Aires in the Republic of Argentina, in the capacities and on the dates
indicated.
IMPSAT Corporation
By: /s/ Guillermo Jofre
-----------------------------
Guillermo Jofre
Chief Financial Officer
Date: July 7, 1997
IMPSAT S.A.
By: /s/ Jose Torres
-----------------------------
Jose Torres
Director and
Chief Accounting Officer
Date: July 7, 1997
- 3 -
