SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )1
Total-Tel USA Communications, Inc.
(Name of Issuer)
COMMON STOCK -- PAR VALUE $.05 PER SHARE
(Title of Class of Securities)
89151T 10-6
--------
(CUSIP Number)
Walt Anderson, President
Foundation for the Non-Governmental Development of Space
2000 L Street, N.W., Suite 200, Washington, D.C. 20036
202-467-1189
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 26, 2000
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 8 Pages)
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1 The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP No. 90337P10 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON: Foundation for the International Non-
governmental Development of Space ("FINDS")
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON : 51-0377880
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
421,211 Shares of Common Stock
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ---------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
421,211 Shares of Common Stock (excludes 420,116 Shares subject
to Put Agreement to purchase Common Stock)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.28% (based on 7,984,404 outstanding shares which information was
provided by the Issuer as of January 14, 2000)
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14 TYPE OF REPORTING PERSON CO
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ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, par value $.05 per share (the
"Common Shares"), of Total-Tel USA Communications, Inc., a New Jersey
corporation (the "Issuer").The Issuer's principal executive offices are
located at Overlook at Great Notch, 150 Clove Road, Little Falls, New Jersey
07054.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Foundation for the International Non-governmental
Development of Space ("FINDS"), a Delaware not-for-profit
corporation.
(b) 2000 L Street, N.W., Suite 200
Washington, D.C. 20036
(c) FINDS is a charitable foundation.
(d) Neither FINDS, nor any director or executive officer of FINDS,
has been, during the past five years, convicted in a criminal
proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither FINDS, nor any director or executive officer of FINDS,
has been, during the past five years, a party to any civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) Delaware.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Between August 15, 1997 and October 16, 1997, FINDS purchased a total
of 16,965 Common Shares on the NASDAQ National Market in over-the-counter
transactions, and sold 11,000 of those shares on October 17, 1997. Between
October 17, 1997 and April 2, 1998, FINDS purchased additional Common Shares
bringing its holdings to 47,465 Common Shares as of April 2, 1998. In July,
1999, a 2-for-1 stock split brought FINDS's holdings to 94,930. Between July,
1999 and January 31, 2000, FINDS purchased 76,700 additional Common Shares on
the NASDAQ National Market. The details of FINDS's purchases as set forth in
this paragraph are as follows:
Date Number of Shares Price Per Share
08/15/97 5,000 $21.5000
08/29/97 10,000 21.5000
10/16/97 1,965 22.8750
11/24/97 3,500 29.0000
11/25/97 5,500 29.0000
11/26/97 2,000 29.0000
12/10/97 10,000 29.6250
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12/22/97 2,500 29.0000
03/03/98 3,000 37.5000
03/05/98 1,000 36.0000
03/09/98 2,000 36.7500
04/01/98 5,000 40.7500
04/02/98 7,000 41.5000
12/15/99 500 14.8750
12/15/99 1,500 15.0000
12/16/99 3,400 15.2500
12/27/99 1,200 14.0000
12/27/99 500 13.8750
12/27/99 400 13.7500
12/28/99 1,000 14.2500
12/28/99 2,000 13.7500
12/28/99 2,000 14.0000
12/29/99 1,400 14.0000
12/30/99 7,000 14.0000
01/03/00 600 13.8750
01/03/00 1,400 14.0000
01/04/00 3,100 13.1250
01/04/00 1,000 13.0625
01/04/00 3,300 14.0000
01/04/00 4,900 13.5000
01/06/00 2,000 14.0000
01/06/00 2,300 13.5000
01/06/00 200 13.9375
01/06/00 500 13.4375
01/10/00 100 12.8750
01/10/00 100 13.2500
01/10/00 800 13.1250
01/10/00 4,000 13.5000
01/21/00 3,600 14.5000
01/21/00 1,100 14.2500
01/24/00 1,500 14.7500
01/26/00 3,500 14.8750
01/26/00 1,500 15.0000
01/27/00 2,400 14.8750
01/28/00 5,000 15.0000
01/31/00 5,000 14.7500
02/01/00 1,900 14.7500
02/02/00 600 14.7500
02/02/00 4,400 15.0000
Total 171,630
In addition, under a Put Agreement dated as of September 21, 1999 between
Walt Anderson ("Mr. Anderson"), Warren Feldman ("Mr. W. Feldman"), Solomon
Feldman ("Mr. S. Feldman") and Revision LLC, a Delaware limited liability
company ("Revision"), which Put Agreement was filed with the Commission on
September 30, 1999 as Exhibit 7.2 to Amendment No. 15 to Schedule 13D for
Revision (the "Put Agreement"), Mr. W. Feldman, Mr. S. Feldman and their
permitted designees had the right, but not the obligation, to sell and deliver
up to 1,103,817 Common Shares to Revision and/or Mr. Anderson at a purchase
price of $16.00 per share upon the exercise of the Put Option at any time
during the period beginning on December 11, 1999 and ending at 5:00 p.m. on
February 10, 2000. Certain terms of the Put Agreement were modified by
Amendment No. 1 to such Put Agreement, dated as of December 11, 1999, a copy
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of which was filed with the Commission on December 21, 1999, as Exhibit 7.2 to
Amendment No. 16 to Schedule 13D for Revision, including the addition of FINDS
as a party to the Put Agreement.
On December 14, 1999, pursuant to the Put Agreement, as amended, Mr. W.
Feldman delivered an exercise notice (the "Exercise Notice"), which Exercise
Notice was filed with the Commission on January 24, 2000 as Exhibit 7.2 to
Amendment No. 17 to Schedule 13D for Revision, with respect to 788,021 Common
Shares subject to the Put Option. On January 14, 2000, pursuant to the Put
Agreement and the Exercise Notice, FINDS purchased 249,581 of the Common
Shares subject to the Put Agreement.
A total of 420,116 Common Shares remain subject to sale pursuant to the
Put Agreement. FINDS has no right to require any of the Common Shares subject
to the Put Agreement to be sold. Revision may assign to FINDS its obligation
to purchase 150,419 of the remaining 420,116 Common Shares subject to the Put
Agreement.
All of the funds used to purchase the above 405,211 Common Shares
acquired by FINDS came from FINDS general corporate funds.
ITEM 4. PURPOSE OF TRANSACTION.
FINDS acquired the above-mentioned Common Shares for investment
purposes. FINDS may determine to purchase additional securities of the Issuer
or to sell some or all of any of the Common Shares FINDS owns at any time in
private or market transactions depending on market conditions, an evaluation
of the Issuer's business, prospects and financial condition, the market for
the Common Shares, other opportunities available to FINDS, general economic
conditions, money and stock market conditions, and other further developments.
Except as described herein, FINDS has no plans or proposals which
relate to or would result in:
(a) The acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
(d) Any change in the Issuer's present board of directors or
management, including any plans or proposals to change the
number or term of directors or to fill any existing
vacancies on the Issuer's board of directors;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
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(g) Changes in the Issuer's charter or bylaws or other actions
which may impede the acquisition of control of the Issuer by
any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system
of a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
FINDS may at any time and from time to time review or reconsider the
position of FINDS and formulate plans or proposals with respect to the Issuer
and its securities, but has no current intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) FINDS beneficially owns 421,211 Common Shares (excluding
420,116 Common Shares still subject to the Put Agreement)
representing approximately 5.28% of the outstanding Common
Shares, based on information provided by the Issuer
that as of January 14, 2000, the Issuer had 7,984,404 Common
Shares issued and outstanding. As described under Item 3
above, FINDS has no right to acquire any of the 420,116
Common Shares still subject to the Feldman Put Agreement, as
amended, and therefore is not a beneficial owner thereof
within the meaning of Rule 13d-3 under the Securities
Exchange Act of 1934, as amended.
In addition, Mr. Anderson, the President and a
Director of FINDS, is the Manager of Revision, which
owns 3,595,604 Common Shares. Mr. Anderson also
personally owns 200 Common Shares. Mr. Anderson does not
have a controlling interest in FINDS and thus disclaims
beneficial ownership of the Common Shares held by FINDS.
(b) FINDS has the sole power to vote and dispose of the Common
Shares.
(c) During the 60 days preceding the date of this Statement,
FINDS acquired the Common Shares as reported in Item 3
above.
(d) No other person is known by FINDS to have the right to
receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the Common Shares
beneficially owned by FINDS.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Except for the Put Agreement and Amendment No. 1 thereto(as
described in Item 3 above), FINDS has no contract, arrangement, understanding
or relationship (legal or otherwise) with any person with respect to any
securities of the Issuer, including but not limited to the transfer of any of
the Common Shares benefically owned by FINDS, finder's fees, joint ventures,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
None.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
Date: February 4, 2000
Foundation for the International
Non-governmental Development of
Space, a Delaware not-for-profit
corporation
By: /s/ Walt Anderson
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Walt Anderson, President
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