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): SEPTEMBER 28, 1998
TOTAL-TEL USA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
0-2180 22-1656895
(Commission (I.R.S. Employer
File Number) Identification Number)
OVERLOOK AT GREAT NOTCH
150 CLOVE ROAD
BOX 449
LITTLE FALLS, NEW JERSEY 07054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 812-1100
NONE
(Former name or former address, if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS.
ANDERSON CONTEMPT OF COURT; VALIDATION OF ESOP BY COURT
On September 28, 1998, the Superior Court of New Jersey found Walter
Anderson and Gold & Appel Transfer, S.A. ("G&A"), an entity controlled by
Mr. Anderson, in contempt of Court for violating certain of the Court's
orders. Those orders prohibit Mr. Anderson and G&A from purchasing or
acquiring, directly or indirectly, any additional shares of Total-Tel USA
Communications, Inc. (the "Company") stock pending resolution of
litigation brought by G&A against the Company to invalidate its
Shareholder Rights Agreement and certain amendments to its bylaws. The
Court found, on the basis of compelling evidence, that Mr. Anderson had
continued his purchases of the Company's stock through his close business
associate, Thomas J. Cirrito. In particular, while the Court's orders
were in effect, Mr. Anderson discussed his litigation strategy with Mr.
Cirrito, Mr. Cirrito tentatively agreed to serve on a slate of directors
which Mr. Anderson may submit to the Company's shareholders, and Mr.
Anderson alerted Mr. Cirrito to the availability of a large block of the
Company's shares so that Mr. Cirrito could purchase those shares. The
Court enjoined Mr. Anderson from voting approximately 477,694 shares of
the Company's stock, a number equivalent to those purchased by Mr.
Cirrito in violation of the Court's orders. In addition, the Court
ordered Mr. Anderson and G&A to pay legal fees and expenses incurred by
the Company in investigating and bringing the matter before the Court.
Further, on October 9, 1998, the Court upheld the validity of the
Company's recently-adopted Employee Stock Ownership Plan ("ESOP"). The
Court determined that adoption of the ESOP was an appropriate business
judgment, designed to attract and retain employees. At the Court's
direction, the shares contributed to the ESOP by the Company will not be
voted at the Company's upcoming Annual Meeting.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired
Not applicable
(b) Pro forma financial information
Not applicable
(c) Exhibits
None.
SIGNATURE
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.
TOTAL-TEL USA COMMUNICATIONS, INC.
Dated: October 9, 1998 By: __/S/ WARREN H. FELDMAN______________
Warren H. Feldman
Chief Executive Officer
