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): December 29, 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)
1
<PAGE>
Item 5. Other Events.
On December 29, 1998, the Superior Court of New Jersey dismissed with
prejudice the previously disclosed litigation between Revision LLC and Gold &
Appel Transfer, S.A. and Total-Tel USA Communications, Inc. (the "Company") and
ordered that all outstanding Orders in this case which enjoined Revision LLC,
Gold & Appel Transfer, S.A., Walter Anderson, Warren Feldman, or Solomon Feldman
from purchasing additional shares in the Company be rescinded and of no further
force and effect. A copy of such Order is attached as an Exhibit to this Form
8-K. Obtaining such Order was a condition to closing the previously disclosed
settlement and stock purchase agreements among the parties to this litigation
and certain of their affiliates. In addition, the waiting period under the
Hart-Scott-Rodino Act of 1976, as amended, terminated on January 11, 1999. While
no assurance can be given if or when such a closing will occur, the Company does
expect the closing to occur within one week of the date of the filing of this
Form 8-K.
On January 5, 1999, David Hess resigned as President of the Company.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
Not applicable
(b) Pro forma financial information
Not applicable
(c) Exhibits
99(a). Order of Dismissal dated December 29, 1998.
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: January 13, 1999 By: /s/ Warren H. Feldman
------------------------------------
Warren H. Feldman
Chairman and Chief Executive Officer
2
<PAGE>
EXHIBIT INDEX
Exhibit Description Page No.
99(a) Order of Dismissal dated December 29, 1998. 4
3
<PAGE>
EXHIBIT 99(a)
Pitney, Hardin, Kipp & Szuch
(mail to) P.O. Box 1945, Morristown, N.J. 07962-1945
(delivery to) 200 Campus Drive, Florham Park, N.J. 07932-0960
(973) 966-3600
Attorneys for Gold & Appel Transfer, S.A.
SUPERIOR COURT OF NEW JERSEY
CHANCERY DIVISION:
PASSAIC COUNTY
DOCKET NO.: PAS-C49-98
REVISION LLC )
)
and )
)
GOLD & APPEL TRANSFER, S.A. )
)
Plaintiffs )
)
v. )
)
TOTAL-TEL USA COMMUNICATIONS, )
INC. )
)
Defendant. )
- ------------------------------------)
ORDER OF DISMISSAL
Upon consideration of the stipulation of dismissal filed by the parties,
as evidenced by the signatures of counsel below, and for good cause, it is this
29th day of December, 1998 hereby
ORDERED, that this case be, and the same hereby is dismissed with
prejudice; and it is further
ORDERED, that all Orders entered in this case which enjoin Revision LLC,
Gold & Appel Transfer, S.A., Walter Anderson, Warren Feldman or Solomon Feldman
from purchasing or acquiring, directly or indirectly, additional shares in
4
<PAGE>
Total-Tel be, and the same hereby are rescinded and shall be of no further
force and effect.
SO ORDERED: /s/ Amos C. Saunders
------------------------------------
Amos C. Saunders, Judge
SEEN AND AGREED:
/s/ Michael J. Lichenstein
- ------------------------------------
Michael J. Lichenstein
Swidler Berlin Shereff Friedman, LLP
3000 K. Street, N.W., Suite 300
Washington, D.C. 20007-5116
Counsel to Revision LLC and Gold & Appel Transfers, S.A.
/s/ Bobby R. Burchfield
- ------------------------------------
Bobby R. Burchfield
Covington & Burling
1201 Pennsylvania Avenue, N.W.
Washington, D.C. 20044-7566
Counsel for Total-Tel USA Communications, Inc.
