CAPROCK COMMUNICATIONS CORP
8-K, 1999-06-11
COMMUNICATIONS SERVICES, NEC
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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 of 1934



                 Date of report (date of earliest event reported):
                                  June 9, 1999



                          CAPROCK COMMUNICATIONS CORP.
                          ----------------------------
               (Exact name of registrant as specified in its charter)

          Texas                     0-24581                   75-2765572
   -------------------         -----------------           -----------------
    (State or other               (Commission               (I.R.S. Employer
    jurisdiction of               File Number)             Identification No.)
    incorporation)


                         15601 DALLAS PARKWAY, SUITE 700
                                DALLAS, TEXAS  75248
                         -------------------------------
            (Address of principal executive offices, including zip code)


         Registrant's telephone number, including area code (972) 982-9500
                                                            --------------

                           13455 NOEL RD. SUITE 1925
                              DALLAS, TEXAS 75240
                                    --------------
            (Former name or former address, if changed since last report)


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ITEM 5.   OTHER EVENTS

          See Exhibit 20.1 to this Form 8-K.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
          INFORMATION AND EXHIBITS

          (c)  Exhibit.

               20.1  Press Release, dated June 9, 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 thereunto duly authorized.


                                   CAPROCK COMMUNICATIONS CORP.


June 11, 1999                      By:    /s/ Kevin W. McAleer
                                      ------------------------
                                          Kevin W. McAleer
                                          Chief Financial Officer


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                                   EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit No.                      Description
- -----------                      -----------

<S>                       <C>
20.1                      Press Release, dated June 9, 1999.
</TABLE>

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                                                                    EXHIBIT 20.1


COMPANY PRESS RELEASE

CAPROCK COMMUNICATIONS EXPANDS REGIONAL FIBER OPTIC NETWORK INTO ARIZONA
NETWORK FOOTPRINT NOW INCLUDES SIX STATES, APPROXIMATELY 6,100 MILES

DALLAS--(BUSINESS WIRE)--June 9, 1999--Acting quickly to expand its advanced
fiber optic network into untapped major western markets, CapRock Communications
Corp. (Nasdaq:CPRK - news) today announced it will extend the buildout of its
network into Arizona. The expansion will make CapRock one of the first
facilities-based integrated communications providers (ICP) with a network in
the region.

"There is significant demand for fiber between El Paso, Tucson and Phoenix that
links back to Dallas," said CapRock CEO Jere W. Thompson, Jr., "and this
expansion will provide needed bandwidth in these markets. CapRock already had
plans to deploy its Cisco IP+ATM data network and its voice network in Phoenix;
the fiber optic network will tie them all together and connect it with the rest
of our network."

CapRock's network will provide customers with easy access to the most advanced
communications network in the region, and will offer carriers the bandwidth to
enter into previously under-served markets. CapRock expects to complete the
route in the first half of next year. When completed, the network will connect
Phoenix and Tucson, Ariz., with El Paso and CapRock's previously announced
five-state network.

CapRock's $380 million state-of-the-art network is designed with enough
bandwidth to meet the exploding demand generated by the Internet and data
products. When completed, the 6,100 mile, six-state network will stretch from
Phoenix to New Orleans, and will connect Albuquerque, San Antonio, Houston,
Austin, Dallas, Fort Worth, Oklahoma City, Tulsa, Little Rock and Memphis. The
network will provide unsurpassed capacity for voice, data and video
transmission.

CapRock's fiber optic network is comprised of TrueWave(R) cable from Lucent
Technologies, powered by Nortel Networks' OC-48 (2.5 Gbit/sec) SONET terminals
over a 32 channel dense wavelength-division multiplexing (DWDM) optical
networking system. The network's meshed Synchronous Optical Network (SONET)
ring configuration can withstand a fiber cut by switching traffic to a
protection channel, restoring service within 50 milliseconds with no
interruption to the customer.

About CapRock

CapRock is a regional facilities-based integrated communications provider (ICP)
offering local, long-distance, Internet, high-speed data transmission, remote
location access and systems integration, and

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private line services to business customers. The Company also provides switched
and dedicated access, regional and international long-distance, private lines
and dark fiber to carrier customers. For more information, visit CapRock's Web
site at http://www.caprock.com.

Statements contained in this news release regarding expected financial results
and other planned events are forward-looking statements, subject to
uncertainties and risks. Among many factors that could cause actual results to
differ materially from those expected are the following: (a) the substantial
indebtedness of the Company including the interest charges associated therewith
and the financial covenants imposed upon the Company by such indebtedness; (b)
the Company's ability to manage rapid change and its ability to continue the
integration of its predecessor companies; (c) supply and demand for data
services; (d) the Company's ability to fund the significant capital
requirements in order to complete its planned growth including its fiber
network; (e) the Company's ability to successfully, timely and cost-effectively
complete its fiber network; (f) the development of provisioning, billing,
customer service and management information systems; (g) competition in the
various segments of the communications industry in which the Company seeks to
participate; (h) dependence upon other long distance carriers and local
exchange carriers, both as customers and as suppliers; (i) dependence upon key
personnel; (j) dependence upon major customers and the risk associated with
international customers; (k) the regulation of the Company's industry; (l)
possible service interruptions or natural disasters; (m) potential liability of
internet service providers; (n) need to obtain and maintain rights of way; (o)
compliance with Year 2000 issues; and (p) protection of the Company's
intellectual property.

- ---------------------
Contact:

     CapRock Communications Corp., Dallas
     Andrew Roberts, 972/982-9550
     [email protected]
     or
     M/C/C
     Paul Wilson, 972/ 480-8383
     [email protected]




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