DCI TELECOMMUNICATIONS INC
8-K, 1999-01-14
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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                            FORM 8-K

               SECURITIES AND EXCHANGE COMMISSION
                                
                      Washington, DC 20549
                                
                         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 3, 1998.


                  DCI Telecommunications, Inc.
- -----------------------------------------------------------------
     (Exact name of registrant as specified in its charter)


 Colorado                     2-96976-D             84-1155041
- ----------------------------------------------------------------
(State or other             (Commission File       (IRS Employer
   jurisdiction of            Number)              Identification
   incorporation)                                     Number)

                 611 Access Road, Stratford, CT 06615
    -------------------------------------------------------------
            (Address of principal executive offices)

Registrant's telephone number, including area code:(203) 380-0910
                                
                                
- -----------------------------------------------------------------
 (Former name or former address, if changed since last report.)

<PAGE>

Item 5. Other Events

On December 3, 1998, DCI announced the signing of a Master
Service Agreement with IXC Communications, Inc. A copy of the
first two pages of the agreement, including signature page is
enclosed. The remainder of the agreement contains confidential
rate information which cannot be publicly disclosed.

<PAGE>

                    MASTER SERVICE AGREEMENT

  This  Agreement for telecommunications services is made  as  of
  the  date  of last execution below (the "Effective  Date")  and
  entered into by and between IXC Communications Services,  Inc.,
  a  Delaware corporation with its principal place of business at
  1122   Capital  of  Texas  Hwy.   South,  Austin,  Texas  78746
  ("Supplier"),  and  DCI Telecommunications,  Inc.,  a  Colorado
  corporation with its principal place of business at 611  Access
  Road South, Stratford, Connecticut 06615 ("Customer").

  WHEREAS, Customer desires to obtain telecommunications services
  as  described below (the "Service") from Supplier, and Supplier
  is  willing  to  provide  the Service for  the  rates  attached
  hereto.
  
  NOW, THEREFORE, Customer and Supplier hereby mutually agree  as
  follows:

  CREDIT REQUIREMENTS:

  Dedicated  Supplier  Account.  On December  1,  1998,  Customer
  provided  a  payment to Supplier in the amount of $2,000,000.00
  to  be  applied towards Usage Charges to Customer under a prior
  agreement  beginning November 24, 1998 and under this Agreement
  commencing upon execution.  Commencing on the Effective Date of
  this  Agreement,  Customer shall deposit  any  monies  owed  to
  Customer  from  Customers prepaid and  debit  card  agents  and
  resellers  into  a  Dedicated  Supplier  Account  at  CitiBank,
  Maryland (the "Bank") owned by the Customer, and authorize  the
  Supplier  to make automatic clearing house fund transfers  from
  such  account to the account of Supplier according to the terms
  and  conditions set forth herein.  The Bank shall provide  both
  Customer  and  Supplier with all records  and  statements  with
  respect to the Dedicated Supplier Account each month.  Supplier
  shall be entitled to receive from the account up to one-hundred
  percent  (100%)  of  the amount then being  due  Supplier  (the
  "Supplier  Dedicated  Account  Payment")  as  payment  for  the
  Services.  Once a month (the "Comparison Date") Supplier  shall
  compare the Supplier Dedicated Account Payment with the  amount
  then owed for the Services provided hereunder and shall provide
  a  copy of such comparison to Customer within seven (7) days of
  the  Comparison Date.  In the event that the Supplier Dedicated
  Account Payment exceeds the amount owed to Supplier during  any
  month  for  the  Services  provided hereunder,  Supplier  shall
  credit  Customer  the  excess  within  ten  (10)  days  of  the
  Comparison  Date.   In  the event that the  Supplier  Dedicated
  Account  Payment is insufficient to cover the  amount  owed  to
  Supplier  for  the Services provided hereunder, (the  aggregate
  amount by which the payments have been insufficient is referred
  to as the "Shortfall"), Customer shall continue to owe Supplier

<PAGE>

  any  additional amount remaining due.  Supplier shall have  the
  right  upon  forty-eight (48) hours notice to  audit  Customers
  books  and  records,  including, without limitation,  Customers
  invoicing  records,  to assure Customers compliance  hereunder.
  Customer  shall  be  responsible  for  all  fees  and  expenses
  associated with said Dedicated Supplier Account.

  SERVICE,  TERM  AND  RATES:  Supplier  agrees  to  provide  and
  Customer  agrees to purchase Service(s) indicated below.   This
  agreement,   including  any  terms  and  conditions,   addenda,
  schedules,  supplements or exhibits which are  attached  hereto
  and  incorporated herein, constitutes the entire agreement (the
  "Agreement") by Supplier and Customer pertaining to the subject
  matter(s)  hereof and supersedes all prior and  contemporaneous
  agreements and understandings in connection herewith. -

  Service Type:
     Switched Service:        Broadband Service:
     ________ Xclusive        ____________ ATM
     ____X___ Xnet LATA       ____________ Frame Relay
     ________ Xnet LEx        ____________ Network Management
                                            Services   Private
Line Service:  ____________ Training     ___X____ Digital
Customer Interface:
     ________ Optical         ____________ Rack Space & Power
                              ____________ Shelf Space
                              _____X______ Collocation*
*To be provided under a separate Rack Space Agreement.

<PAGE>

IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date last written below.
IXC Communications                  DCI Telecommunications, Inc.
   Services, Inc.
BY:  Leo Welsh                      By: Larry Shatsoff
Name: Leo Welsh                     Name: Larry Shatsoff
Title: Pres - Wholesale             Title: V.P. - COO
Date: 12/3/98                       Date: 12/3/98
       
Full Business Address:              Full Business Address:
1122 Capital of Texas Hwy. South    611 Access Road
Austin, Texas 78746-1050            Stratford, Connecticut 06615
Telephone: 512-427-3700             Telephone: 203-380-0910
Facsimile: 512-328-7902             Facsimile: 203-380-0915
                                    Billing Contact:
                                    Telephone:

<PAGE>
                       SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.


                    DCI Telecommunications, Inc.
                    
                    Joseph J. Murphy
                    __________________________
                    Joseph J.  Murphy
                    President
                    Date: January 14, 1998



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