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) February 4, 1997
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POWERTEL USA, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-14873 84-0897771
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
77-564B Country Club Drive Suite 340, Palm Desert, CA 92211
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 772-3100
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1187 Coast Village Road #1-381, Santa Barbara, CA 93108
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(Former name or former address, if changed since last report.)
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POWERTEL USA, INC.
INDEX
Item Number and Caption Page Number
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Item 5. Other Events
a. Change of address . . . . . . . . . . . . 1
b. News release . . . . . . . . . . . . . . . 1
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Item 5 Other Events.
a. Effective on February 4,1997, the Company has completed the move of
its executive offices and changed its telephone numbers as follows:
NEW ADDRESS -
77-564B Country Club Drive, Suite 340
Palm Desert, CA 92211
NEW TELEPHONE NUMBER -
(619) 772-3100
NEW TELEFAX NUMBER -
(619) 772-3130
b. Theme Communications announcement - the following announcement was
released by the Company on January 30, 1997.
PRESS RELEASE
PowerTel to Acquire Theme Communications
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January 30, 1997
Santa Barbara, California
Power Tel USA, Inc. ("PTUSA"-NASDAQ) announced today, it's name changed to
PowerTel USA, Inc., from Nevada Energy Company, Inc. (formerly "NNRGA"-NASDAQ)
effective January 3, 1997 and that a 1 for 6 reverse split of its Class A Common
shares, will become effective on Friday, January 31, 1997. A binding letter of
intent was entered into whereby PowerTel (the "Company") would acquire various
shares and assets from Theme Publishing and Communications Group (Theme) for
$4.0 Million in cash, common stock and preferred shares. Revenues for Theme were
approximately $10.7 Million for 1996 with net profit in the 6% range. The assets
being purchased from the Theme stockholders include video and CD duplication and
electronic publishing services for such clients as Chase, Citibank and Bank of
America as well as a contract publishing group.
Theme, said it is possible that PowerTel may negotiate a sale to current
management of several magazines which consist of in-flight, destination and food
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and wine publications. A PowerTel spokesman said "With these acquisitions, we
expect a revenue increase to approximately $15.0 million during 1997, and
PowerTel would become a broader based communications company." The Company
expects to announce new management changes and additions to its board. Closing
and funding of the Theme transaction is expected to occur by February 15 1997.
Following the reverse split and the purchase of the Theme assets there would be
approximately 4.0 million Class A shares of PowerTel traded on NASDAQ small cap.
PowerTel said its plans for growth and consolidation in the communication's
arena had become more broadly aimed and that the Company expects to make further
related purchases during the next ninety (90) days.
This press release contains certain forward-looking statements and projections
(including statements concerning plans and objectives of management for future
operations and services, and statements concerning expectations) that are based
on management belief as well as assumptions made by, and information currently
available to, management. The Company's actual results might differ materially
for the plans envisioned, or results projected by, those statements if the
Company's assumption prove to be incorrect or for a variety of other reasons,
including those relating to factors identified in the Company's Quarterly
Reports on Form 10-Q and Annual Report on Forms 10-K.
Contact: PowerTel
Investor Relations
(805) 884-8350
or: Theme Publishing & Communications
Mr. Madsen
(801) 977-6115
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 thereunto duly authorized.
POWERTEL USA, INC.
/s/ Charles A. Cain
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Charles A. Cain, Chairman
Date February 4, 1997
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