AMERICOM USA INC
8-K, 1999-09-22
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                       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



                                September 8, 1999
                                 Date of Report
                        (Date of Earliest Event Reported)


                               Americom USA, Inc.
                    (Exact Name as Specified in its Charter)


           Delaware                   0-023769                 52-2068322
         (State or other            (Commission            (I.R.S. Employer
         jurisdiction of            File Number)             Identification No.)
         incorporation)


                                1303 Grand Avenue
                       Arroyo Grande, California, CA 93420
                    (Address of principal executive offices)


                                  805/542-6700
                          Registrant's telephone number




<PAGE>2




ITEM 2. Acquisition or Disposition of Assets

On September 8, 1999  AmeriComUSA,  Inc. and  Telespace,  Limited  agreed to the
cancellation of their merger, previously announced on July 1, 1999.

AmericomUSA,  Inc.'s  proposed   acquisition  of  privately  held   DigiCities,
Incorporated,  announced on July 2, 1999, is not impacted by the cancellation of
the Telespace merger. Although the terms of the Memorandum of Understanding with
DigiCities,  Incorporated  previously  envisaged  completion  of  the  Telespace
merger,  management  of both  AmericomUSA  and  DigiCities  have agreed that the
acquisition of DigiCities will proceed without the Telespace merger.


Item 7.  Financial Statements and Exhibits

EXHIBITS

Telespace, Ltd. and AmeriComUSA, Inc. press release dated September 20, 1999.


SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                                     AMERICOM USA, INC.



                                                By:  /s/ ROBERT M. CEZAR
                                                         ----------------------
                                                         Robert M. Cezar
                                                         Chief Executive Officer

                                                Dated: September 20, 1999




FOR:
TELESPACE, LIMITED and AMERICOM, USA
   (EBB: TLTD)       (Not Publicly Traded)


CONTACT:
GREG McANDREWS & ASSOCIATES
Gregory A. McAndrews
(310) 301-3035


                              FOR IMMEDIATE RELEASE


              AMERICOM, TELESPACE MUTUALLY CANCEL MERGER AGREEMENT;

     ARROYO GRANDE,  Calif.,  September 10 - Telespace  Limited (EBB:  TLTD) and
AmeriComUSA,  Inc. today announced the  cancellation  of a  previously-announced
(July 19) merger agreement.

     AmeriCom's proposed acquisition of privately-held Digicities,  Incorporated
(July 21) is not impacted by the abandonment of the Telespace merger, although a
completion  of  the  Telespace  acquisition  was a  previous  component  of  the
acquisition.  Both AmeriCom and Digicities  managements have agreed to drop that
provision.

     Telespace  Limited  has  explored   research  and  development   concerning
telecommunications  in Asia  as well as  concepts  in web  design  and  Internet
advertising features for the international market.

     AmerComUSA, Inc. is engaged in advertising and software development for the
marketing of goods and services via the Internet,  kiosks,  billboards and other
remote stations.

     (Forward-looking  and  cautionary  statements:  Except  for the  historical
information and discussions contained herein,  statements contained in this news
release may constitute  "forward-looking  statements"  within the meaning of the
Private  Securities  Litigation  Reform Act of 1995. These statements  involve a
number of risks, uncertainties and other factors that could cause actual results
to differ materially, as discussed in regulatory filings by AmeriComUSA, Inc. or
Telespace Limited.)




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