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): JANUARY 21, 1999
TOTAL-TEL USA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY
(State or other jurisdiction of incorporation)
0-2180 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)
Item 1. Change in Control of Registrant
On January 21, 1999, Warren Feldman, Chairman and CEO of Total-Tel
USA Communications, Inc. (the "Company"), and Solomon Feldman, a Director of the
Company, and certain affiliates, sold 1,200,000 shares of the Common Stock (the
"Shares") to Revision LLC, a Delaware limited liability corporation
("Revision"). The sale was effected pursuant to a Stock Purchase Agreement
entered into on December 10, 1998, between the Feldmans Revision and Walt
Anderson. The Stock Purchase Agreement and a related Settlement Agreement dated
December 10, 1998, are filed as Exhibits 1 and 2, respectively, to the Company's
Form 8-K dated December 15, 1998, and are incorporated herein by reference.
According to Revision's Schedule 13D, dated January 26, 1999, after
giving effect to the transaction, Revision and its affiliates beneficially own
approximately 39.6% of the outstanding shares of Common Stock. The Company has
also been advised by the Feldmans that, after giving effect to the transaction,
Warren Feldman, Solomon Feldman, and their affiliates beneficially own
approximately 13.6% of the outstanding shares of Common Stock. The Feldmans'
holdings include Warren Feldman's unexercised options for 261,000 shares. The
purchase price was $24.00 per Share and was paid in cash. According to
Revision's January 26, 1999 Schedule 13D, the source of the funds to purchase
the Shares was a capital contribution from Gold & Appel, a British Virgin
Islands Corporation.
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Under the Stock Purchase Agreement, Warren Feldman and Solomon
Feldman each have agreed to use his best efforts to cause the resignations of
three members of the current Board of Directors of the Company, (Messrs. Soloman
Feldman, Brad Berger, and Joseph Kelly), and to fill the vacancies created
thereby with Walt Anderson, the Manager of Revision, Dennis Spina (or if he is
unable to serve, another designee of Mr. Anderson), and a designee of Mr.
Anderson's who has no affiliation with the Company (the "Reconstituted Board").
Under the Settlement Agreement, the Company has agreed to prepare,
and file with the Securities and Exchange Commission, a proxy statement which
contains the recommendation of the Board of Directors in favor of the election
the Board at the rescheduled 1998 Annual Meeting of the following six
individuals: Warren Feldman, two designees of Warren Feldman, Walt Anderson, and
two designees of Walt Anderson. Under the Stock Purchase Agreement, Warren
Feldman, Solomon Feldman, Walt Anderson and Revision each has agreed to vote the
shares of Common Stock owned by him or it at the Annual Meeting in favor of the
members of the Reconstituted Board.
For the period commencing 12 months from the date of the Stock
Purchase Agreement and ending 24 months later, (i) Mr. Anderson and Revision
have agreed to vote the shares of Common Stock owned by them in favor of the
election to the Board of Directors of two nominees designated by Warren Feldman
(one of whom may be Warren Feldman), and (ii) Warren Feldman and Solomon Feldman
have agreed to vote the shares of Common Stock owned by them in favor of the
election to the Board of Directors of an unlimited number of nominees designated
by Mr. Anderson. These voting agreements will become void if the aggregate
ownership of Common Stock by Warren Feldman and Solomon Feldman, on the one
hand, or Mr. Anderson or Revision, on the other hand, falls below five percent
of the then outstanding shares of Common Stock.
Item 7. Financial Statements And Exhibits
(a) Financial statements of businesses acquired. Not applicable
(b) Pro forma financial information. Not applicable
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(c) Exhibits.
Exhibit No. Description of Exhibit Reference
1 Settlement Agreement, dated Incorporated by
as of December 10, 1998, among reference from
Total-Tel, Revision LLC and Exhibit 1 to Form 8-K
Walt Anderson filed on December 15,
1998
2 Stock Purchase Agreement, dated Incorporated by
As December 10, 1998, among reference from
Warren Feldman, Solomon Exhibit 2 to Form 8-K
Feldman, and Revision LLC filed on December 15,
and Walt Anderson 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 27, 1999 By: /s/ Warren H. Feldman
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Warren H. Feldman
Chief Executive Officer
