<PAGE> 1
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): August 14, 1996
XECOM CORP.
(Exact name of registrant as specified in its charter)
Nevada 333-10563 33-0664567
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
69-730 Highway 111, Suite 101
Rancho Mirage, California 92270
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (619) 202-1555
<PAGE> 2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Xecom Corp. ("Xecom") became interested in selling its seventy
percent (70%) interest in Selectel Corporation ("Selectel") in order to focus on
the installation of phone systems for the military and to get out of the
business of being a switchless reseller, where margins have been slipping. On
August 14, 1996, after negotiating the terms of the sale, Xecom, along with the
other shareholder of Selectel, entered into an Acquisition Agreement (the
"Agreement") to sell one hundred percent of its stock interest in Selectel to
Teletek, Inc. ("Teletek"). As consideration for the sale, the shareholders of
Selectel will receive: (a) One hundred thirty thousand (130,000) shares of the
common stock of Teletek, which shares shall be issued by Teletek and deemed
restricted securities for two years pursuant to Rule 144; (b) Sixty thousand
(60,000) shares of the common stock of Teletek, which shares shall be free
trading; (c) Two Hundred Seventy Thousand Dollars ($270,000.00); (d) A
promissory note in the amount of three hundred thousand dollars ($300,000.00),
bearing an eight percent (8%) a.p.r., principal due two years from the date of
the note; and (e) Prepayment of interest on the note described in subparagraph
(d) above, totalling forty-eight thousand dollars ($48,000.00).
On August 21, 1996, Xecom issued a Press Release announcing
that it had sold its interest in Selectel to Teletek. In the Press Release,
Xecom announced that with the sale of Selectel, its balance sheet vastly
improves, which will qualify Xecom as a non-designated security. A copy of the
Agreement is attached hereto as Exhibit 99.1 and incorporated herein by this
reference. A copy of the Press Release is attached hereto as Exhibit 99.2 and
incorporated herein by this reference.
Disclosure Regarding Forward Looking Statements. This Current
Report on Form 8-K and the documents incorporated by reference herein
(collectively, the "Report") contain "forward-looking statements" within the
meaning of Section 27a of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Although Xecom believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibits are filed herewith:
99.1 -- Acquisition Agreement, dated August 14, 1996 among the
shareholders of Selectel and Teletek.
99.2 -- Press Release of Xecom, dated August 21, 1996.
2
<PAGE> 3
SIGNATURES
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.
XECOM CORP.
By: /s/ Joseph C. Vigliarolo
-----------------------------
Joseph C. Vigliarolo
President and Director
Date: August 28, 1996
3
<PAGE> 1
EXHIBIT 99.1
ACQUISITION AGREEMENT
This Agreement, effective the 14th day of August, 1996, by, between and
among Teletek, Inc., a corporation organized under the laws of the State of
Nevada (hereinafter the "Purchaser"), and the Shareholders ("the Shareholders")
of Selectel Corporation, a California corporation (hereinafter the "Company").
WITNESSETH:
WHEREAS, Purchaser wishes to acquire, and Shareholders are willing to
sell 100% of the outstanding stock of the Company in exchange for consideration
hereafter described;
NOW, THEREFORE, in consideration of the mutual terms and covenants set
forth herein, Purchaser and Shareholders approve and adopt this Acquisition
Agreement and mutually covenant and agree with each other as follows:
ARTICLE I
CONSIDERATION
1. a. On the closing date the Shareholders shall deliver to Purchaser
certificates representing the number of shares of the Company as listed in
Schedule A, attached hereto and incorporated herein, which in the aggregate
shall represent 100% of the issued and outstanding shares of stock of the
Company. Such certificates shall be duly endorsed in blank by Shareholders or
accompanied by duly executed stock powers in blank with signatures guaranteed.
Alternatively, the shareholders may assign their rights to the shares if the
shares have not been physically issued in the form of stock certificates.
b. In exchange for the transfer of the common stock of the Company
pursuant to subsection 1.a. hereof, Purchaser shall provide on the closing date
the following consideration:
(1) One hundred and thirty thousand (130,000) shares of the
common stock of Teletek, Inc., which shares shall be issued by Teletek and
deemed restricted securities for two years pursuant to Rule 144;
(2) Sixty thousand (60,000) shares of the common stock of
Teletek, Inc., which shares shall be free trading;
(3) Two hundred and seventy thousand dollars ($270,000);
(4) A promissory note in the amount of three hundred thousand
dollars ($300,000) bearing an 8% a.p.r., principal due two years from the date
of the note;
<PAGE> 2
(5) Prepayment of interest on the note in subparagraph (4)
above, totalling $48,000.
ARTICLE II
REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION BY SHAREHOLDERS
2.01 Ownership of Stock.
Shareholders are the record owners and holders of the number of fully
paid and nonassessable shares of the Company listed in Schedule "A" hereto as of
the date hereof and will continue to own such shares of the stock of the Company
until the delivery thereof to the Purchaser on the closing date and all such
shares of stock are or will be on the closing date owned free and clear of all
liens, encumbrances, charges and assessments of every nature and subject to no
restrictions with respect to transferability. The Shareholders will have full
power and authority to assign and transfer their shares of the Company in
accordance with the terms hereof.
2.02 Indemnification of Lawsuit.
Shareholders hereby indemnify the Purchaser of any all expenses,
judgments, assessments, etc. which may result from litigation against the
Company field by ADT.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
3.01 Capitalization.
Except for this Agreement, there are no outstanding options, contracts,
calls, commitments, agreements or demands of any character relating to the stock
of the Company owned by Shareholders.
3.02 Organization and Authority.
(a) The Company is a corporation duly organized, validly
existing and in good standing under the laws of the State of California, with
all requisite corporate power and authority to own, operate and lease its
properties and to carry on its business as now being conducted, is duly
qualified and in good standing in every jurisdiction in which the property
owned, leased or operated by it, or the nature of the business conducted by it,
makes such qualification necessary to avoid material liability or material
interference in its business operations, and is not subject to any agreement,
commitment or understanding which restricts or may restrict the conduct of its
business in any jurisdiction or location. The Company is
2
<PAGE> 3
qualified to do business in the State of Incorporation and those other states
listed in Schedule C.
(b) The outstanding shares of the Company are legally and
validly issued, fully paid and nonassessable.
(c) The Company does not own five percent (5%) or more of the
outstanding stock of any corporation, except as listed on the Disclosure
Statement.
(d) The minute book of the Company made available to Purchaser
contains complete and accurate records of all meetings and other corporate
action of the shareholders and the Board of Directors (and any committee
thereof) of the Company.
(e) The Disclosure Statement contains a list of the officers,
directors and shareholders of the Company and copies of the articles of
incorporation and by-laws currently in effect of the Company.
(f) The execution and delivery of this Agreement does not, and
the consummation of the transaction contemplated hereby will not, subject to the
approval and adoption by the Shareholders of the Company, or any positions
thereof, or result in the acceleration of any obligation under, any mortgage,
lien, lease, agreement, instrument, court order, arbitration award, judgment or
decree to which the Company is a party, or by which it is bound, and will not
violate any other restriction of any kind or character to which it is subject.
(g) The authorized capital stock of the Company is an
unlimited number of shares of common stock, no par value, of which ten thousand
shares of such stock will be issued and outstanding at the time closing.
3.03 Financials.
(a) Financial statements (hereafter "financial statements") of
the Company as of June 30, 1996, and interim financial statements, have been
delivered by the Company to the Purchaser on or before the closing date. Said
financial statements are true and correct in all material respects and present
an accurate and complete disclosure of the financial condition of the Company as
of its date and for the periods covered.
(b) All accounts receivable, if any, (net of reserves for
doubtful accounts) of the Company shown on the books of account on the statement
date and as incurred in the
3
<PAGE> 4
normal course of business since that date, are collectible in the normal course
of business.
(c) The Company has good and marketable title to all of its
assets, business and properties including, without limitation, all such
properties reflected in the balance sheet as of the statement date except as
disposed of in the normal course of business, free and clear of any mortgage,
lien, pledge, charge, claim or encumbrance, except as shown on said balance
sheet as of the statement date and, in the case of real properties except for
rights-of-way and easements which do not adversely affect the use of such
property.
(d) All currently used property and assets of the Company, or
in which it has an interest, or which it has in possession, are in good
operating condition and repair subject only to ordinary wear and tear.
3.04 Changes Since the Statement Date. Since the financial statement
date, except as disclosed in the Disclosure Statement, there will not have been
any material negative change in the financial position or assets of the Company.
3.05 Liabilities. There are no material liabilities of the Company,
whether accrued, absolute, contingent or otherwise, which arose or relate to any
transaction of the Company, its agents or servants occurring prior to the
statement date, which are not disclosed by or reflected in said financial
statements, except as disclosed in the Disclosure Statement. There are no such
liabilities of the Company which have arisen or relate to any transaction of the
Company, its agents or servants, occurring since the statement date, other than
normal liabilities incurred in the normal conduct of the business of the
Company, and none of which have a material adverse effect on the business or
financial condition of the Company, except as disclosed in the Disclosure
Statement. As of the date hereof, there are no known circumstances, conditions,
happenings, events or arrangements, contractual or otherwise, which may
hereafter give rise to liabilities, except in the normal course of business of
the Company, except as disclosed in the Disclosure Statement.
3.06 Taxes. All federal, province, foreign, county and local income, ad
valorem, excise, profits, franchise, occupation, property, sales, use gross
receipts and other taxes (including any interest or penalties relating thereto)
and assessments which are due and payable have been duly reported, fully paid
and discharged as reported by the Company, and there are no unpaid taxes which
are, or could become a lien on the properties and assets of the Company, except
as provided for in the financial statements of their date, or have been incurred
in the normal course of business of the Company since that date. All tax returns
of any kind required to be filed have been filed and the taxes paid or accrued.
3.07 Accuracy of All Statements Made by Company. No representation or
warranty by the Company and Shareholders in this Agreement, nor any statement,
certificate, schedule
4
<PAGE> 5
or exhibit hereto furnished or to be furnished by or on behalf of the
Shareholders pursuant to this Agreement, nor any document or certificate
delivered to Purchaser pursuant to this Agreement or in connection with actions
contemplated hereby, contains or shall contain any untrue statement of material
fact or omits or shall omit a material fact necessary to make the statement
contained therein not misleading.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants as follows:
4.01 Organization and Good Standing. Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada with full power and authority to enter into and perform the transactions
contemplated by this Agreement.
4.02 Performance of This Agreement. The execution and performance of
this Agreement and the issuance of stock contemplated hereby have been
authorized by the board of directors of Purchaser.
4.03 Financials.
(a) True copies of the financial statements of the Purchaser
consisting of the balance sheet as of June 30, 1996, and a statement of income
and retained earnings for the year ended June 30, 1996,and interim financial
statements, have been provided on or the closing date. Said financial statements
are true and correct in all material respects and present an accurate and
complete disclosure of the financial condition and earnings of the Purchaser for
the periods covered, in accordance with generally accepted accounting principles
applied on a consistent basis.
(b) All accounts receivable, if any, (net of reserves for
doubtful accounts) of the Purchaser shown on financial statement, and as
incurred in the normal course of business since that date, are collectible in
the normal course of business.
(c) The Purchaser has good and marketable title to all of its
assets, business and properties including, without limitation, all such
properties reflected in the aforementioned balance sheet, except as disposed of
in the normal course of business, free and clear of any mortgage, lien, pledge,
charge, claim or encumbrance, except as shown on said balance sheet, and, in the
case of real properties, except for rights-of-way and easements which do not
adversely affect the use of such property.
5
<PAGE> 6
4.04 Changes Since Statement Date. Since the date of the financial
statements, except as disclosed in wiring, there has not been any material
change in the financial position or assets of the Purchaser.
4.05 Accuracy of All Statements Made by Purchaser. No representation or
warranty by the Purchaser in this Agreement, nor any statement, certificate,
schedule or exhibit hereto furnished or to be furnished by the Purchaser
pursuant to this Agreement, nor any document or certificate delivered to the
Company or the Shareholders pursuant to this Agreement or in connection with
actions contemplated hereby, contains or shall contain any untrue statement of
material fact or omits or shall omit a material fact necessary to make the
statement contained therein not misleading.
4.06 Legality of Shares to be Issued. The shares of common stock of
Purchaser to be delivered pursuant to this Agreement,when so delivered, will
have been duly and validly authorized and issued by Purchaser and will be fully
paid and nonassessable.
4.07 No Covenant as to Tax Consequences. It is expressly understood and
agreed that neither Purchaser nor its officers or agents has made any warranty
or agreement, expressed or implied, as to the tax consequences of the
transactions contemplated by this Agreement or the tax consequences of any
action pursuant to or growing out of this Agreement.
ARTICLE V
COVENANTS OF SHAREHOLDERS
5.01 Access to Information. Purchaser and its authorized
representatives shall have full access during normal business hours to all
properties, books, records, contracts and documents of the Company, and the
Company shall furnish or cause to be furnished to Purchaser and its authorized
representatives all information with respect to its affairs and business of the
Company as Purchaser may reasonably request.
5.02 Actions Prior to Closing. From and after the date of this
Agreement and until the closing date, the Company shall not materially alter its
business.
ARTICLE VI
CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATIONS
Each and every obligation of Purchaser to be performed on the closing
date shall be subject to the satisfaction of the following conditions:
6
<PAGE> 7
6.01 Truth of Representations and Warranties. The representations and
warranties made by the Company and Shareholders in this Agreement or given on
its behalf hereunder shall be substantially accurate in all material respects on
and as of the closing date with the same effect as though such representations
and warranties had been made or given on and as of the closing date.
6.02 Compliance with Covenants. Shareholders shall have performed and
complied with all obligations under this Agreement which are to be performed or
complied with by them prior to or on the closing date, including the delivery of
the closing documents specified hereafter.
6.03 Absence of Suit. No action, suit or proceedings before any court
or any governmental or regulatory authority shall have been commenced or
threatened and, no investigation by any governmental or regulatory authority
shall have been commenced, against the Shareholders, the Company or any of the
affiliates, associates, officers or directors of any of them, seeking to
restrain, prevent or change the transactions contemplated hereby, or questioning
the validity or legality of the transaction, or seeking damages in connection
with such transaction.
6.04 Receipt of Approvals, Etc. All approvals, consents and/or waivers
that are necessary to effect the transactions contemplated hereby shall have
been received.
6.05 No Material Adverse Change. As of the closing date there shall not
have occurred any material adverse change which materially impairs the ability
of the Company to conduct its business or the earning power thereof on the same
basis as in the past.
6.06 Accuracy of Financial Statement. Purchaser and its representatives
shall be satisfied as to the accuracy of all balance sheets, statements of
income and other financial statements of the Company furnished to Purchaser
herewith.
6.07 Proceedings and Instruments Satisfactory; Certificates. All
proceedings, corporate or otherwise, to be taken in connection with the
transactions contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as Purchaser may request shall have been
delivered to Purchaser. The Company and the Shareholders shall have delivered
certificates in such detail as Purchaser may request as to compliance with the
conditions set forth in this Article.
7
<PAGE> 8
ARTICLE VII
CONDITIONS PRECEDENT TO OBLIGATIONS
OF THE COMPANY AND SHAREHOLDERS
Each and every obligation of the Company and shareholders to be
performed on the closing date shall be subject to the satisfaction prior thereto
of the following conditions:
7.01 Truth of Representations and Warranties. The representations and
warranties of Purchaser contained in this Agreement shall be true at and as of
the closing date as though such representations and warranties were made at and
as of the transfer date.
7.02 Purchaser's Compliance with Covenants. Purchaser shall have
performed and complied with its obligations under this Agreement which are to be
performed or complied with by it prior to or on the closing date.
7.03 Absence of Suit. No action, suit or proceedings before any court
or any governmental or regulatory authority shall have been commenced or
threatened and, no investigation by any governmental or regulatory authority
shall have been commenced against Purchaser, or any of the affiliates,
associates, officers or directors of the Purchaser seeking to restrain, prevent
or change the transactions contemplated hereby, or questioning the validity or
legality of the transaction, or seeking damages in connection with the
transaction.
7.04 Receipt of Approvals, Etc. All approvals, consents and/or waivers
that are necessary to effect the transactions contemplated hereby shall have
been received.
7.05 No Material Adverse Change. As of the closing date there shall not
have occurred any material adverse change which materially impairs the ability
of the Purchaser to conduct its business or the earning power thereof on the
same basis as in the past.
7.06 Accuracy of Financial Statements. The Shareholders shall be
satisfied as to the accuracy of all balance sheets, statements of income and
other financial statements of the Purchaser furnished to the Shareholders
herewith.
7.07 Proceedings and Instruments Satisfactory; Certificates. All
proceedings, corporate or otherwise, to be taken in connection with the
transactions contemplated by this Agreement shall have occurred and all
appropriate documents incident thereto as the Shareholders may request shall
have been delivered to the Company. The Purchaser shall have delivered
certificates in such detail as the Shareholders may request as to compliance
with the conditions set forth in this Article.
8
<PAGE> 9
ARTICLE VIII
INDEMNIFICATION
The Shareholders and the Company shall indemnify Purchaser for any
loss, cost, expense or other damage suffered by Purchaser resulting from,
arising out of, or incurred with respect to the falsity or the breach of any
representation, warranty or covenant made by the Company herein, and any claims
arising from the operations of the Company prior to the closing date. Purchaser
shall indemnify and hold the Shareholders harmless from and against any loss,
cost, expense or other damage (including, without limitation, attorneys' fees
and expenses) resulting from, arising out of, or incurred with respect to, or
alleged to result from, arise out of or have been incurred with respect to, the
falsity or the breach of any representation, covenant, warranty or agreement
made by Purchaser herein.
ARTICLE IX
SECURITY ACT PROVISIONS
9.01 Restrictions on Disposition of Shares. Shareholders covenant and
warrant that the "restricted" shares hereby are acquired for their own accounts
and not with the present view towards the distribution thereof and will not
dispose of such shares except (i) pursuant to an effective registration
statement under the Securities Act of 1933, as amended or (ii) in any other
transactions which, in the opinion of counsel, acceptable to Purchaser, is
exempt from registration under the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder. In
order to effectuate the covenants of this sub-section, an appropriate
endorsement will be placed upon each of the restricted certificates of common
stock of the Purchaser at the time of distribution of such shares pursuant to
this Agreement, and stop transfer instructions shall be placed with the transfer
agent for the securities.
9.02 Notice of Limitation Upon Disposition. Each Shareholder is aware
that the shares distributed will not have been registered pursuant to the
Securities Act of 1933, as amended; and, therefore, under current
interpretations and applicable rules, said shares will probably have to be
retained for a period of at least two years and at the expiration of such two
year period sales may be confined to brokerage transactions of limited amounts
requiring certain notification filings with the Securities and Exchange
Commission and such disposition may be available only if the Purchaser is
current in its filings with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, or other public disclosure requirements, and
the other limitations imposed thereby on the disposition of shares of the
Purchaser.
9
<PAGE> 10
9.03 No Public Market for Common Shares. Each Shareholder acknowledges
that the common shares being issued pursuant to this Agreement do not currently
have a public market in which the shares may be liquidated and there is no
assurance that such public market will develop.
ARTICLE X
CLOSING
10.01 Time. The closing of this transaction ("closing") shall be
effective August 1, 1996, but will subsequently take place on a date and at a
place to be agreed to by the parties. Such date is referred to in this
Agreement as the "closing date."
10.02 Documents to be Delivered by Shareholders. At the closing
Shareholders shall deliver to Purchaser the following documents:
(a) Certificates or assignments for all shares of stock of the
Company in the manner and form required by subsection 1.01 hereof.
(b) A certificate signed by the Management of the Company that
the representations and warranties made by the Company in this Agreement are
true and correct on and as of the closing date with the same effect as though
such representations and warranties had been made on or given on and as of the
closing date and that Shareholders have performed and complied with all of their
obligations under this Agreement which are to be performed or complied with by
or prior to or on the closing date.
(c) A copy of the bylaws of the Company certified by its
secretary and a copy of the certificate of incorporation of the Company
certified by the secretary of state.
(d) Certificates or letters form Shareholders evidencing the
taking of the restricted shares in accordance with the provisions of this
agreement and their understanding of the restrictions thereunder.
(e) Such other documents of transfer, certificates of
authority and other documents as Purchaser may reasonably request.
10.03 Documents to be Delivered by Purchaser. At the closing Purchaser
shall deliver to Shareholders the following documents:
(a) Cash, notes, and certificates for the number of shares of
common stock of Purchaser as determined in Article 1 hereof.
10
<PAGE> 11
(b) A certified copy of the duly adopted resolutions of the
board of directors of Purchaser authorizing or ratifying the execution and
performance of this Agreement and authorizing or ratifying the acts of its
officers and employees in carrying out the terms and provisions thereof.
ARTICLE XI
TERMINATION AND ABANDONMENT
This Agreement may be terminated and the transaction provided for by
this Agreement may be abandoned without liability on the part of any part to any
other, at any time before the closing date, or on a post closing basis as
provided previously herein:
(a) By mutual consent of Purchaser and the Shareholders;
(b) By Purchaser if any of the conditions provided for in Article 6 of
this Agreement have not been met and have not been waived in writing by
Purchaser.
(c) By the Company if any of the conditions provided for in Article 7
of this Agreement have not been met and have not been waived in writing by the
Company.
In the event of termination and abandonment by any party as above
provided in this Article, written notice shall forthwith be given to the other
party, and each party shall pay its own expenses incident to preparation for the
consummation of this Agreement and the transactions contemplated hereunder.
ARTICLE XII
MISCELLANEOUS
12.01 Notices. All notices, requests, demands and other communications
hereunder shall be deemed to have been duly given, if delivered by hand or
mailed, certified or registered mail with postage prepaid:
(a) If to the Shareholders, to Joseph Vigliarolo at 69-730
Highway 111, Rancho Mirage, California, or to such other person and place as the
Company shall furnish to Purchaser in writing; or
(b) If to Purchaser, to Nathan W. Drage at 50 West 300 South,
Suite 1130, Salt Lake City, Utah 84101, or to such other person and place as
Purchaser shall furnish to Company in writing.
11
<PAGE> 12
12.02 Announcements. Announcements concerning the transactions provided
for in this Agreement by either the Company or Purchaser shall be subject to the
approval of the other in all essential respects, except that the approval of the
Company shall not be required as to any statements and other information which
Purchaser may submit to its shareholders.
12.03 Default. Should any party to this Agreement default in any of the
covenants, conditions, or promises contained herein, the defaulting party shall
pay all cost and expenses, including a reasonable attorney's fees, which may
arise or accrue from enforcing this Agreement, or in pursuing any remedy
provided hereunder or by the statues of the State of Nevada.
12.04 Assignment. This Agreement may not be assigned in whole or in
part by the parties hereto without the prior written consent of the other party
or parties, which consent shall not be unreasonably withheld.
12.05 Successors and Assigns. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto, their successors and assigns.
12.06 Holidays. If any obligation or act required to be performed
hereunder shall fall due on a Saturday, Sunday or other day which is a legal
holiday established by the State of Nevada, such obligation or act may be
performed on the next succeeding business day with the same effect as if it had
been performed upon the day appointed.
12.07 Computation of Time. The time in which any obligation or act
provided by this Agreement is to be performed is computed by excluding the first
day and including the last, unless the last day is a holiday, in which event
such day shall also be excluded.
12.08 Governing Law and Venue. This Agreement shall be governed by and
interpreted pursuant to the laws of the State of Nevada. Any action to enforce
the provisions of this Agreement shall be brought in a court of competent
jurisdiction within the State of Nevada and in no other place.
12.09 Partial Invalidity. If any term, covenant, condition or provision
of this Agreement or the application thereof to any person or circumstance shall
to any extent be invalid or unenforceable, the remainder of this Agreement or
application of such term or provision to persons or circumstances other than
those as to which it is held to be invalid or unenforceable shall not be
affected thereby and each term, covenant, condition or provision of this
Agreement shall be valid and shall be enforceable to the fullest extent
permitted by law.
12
<PAGE> 13
12.10 No Other Agreements. This Agreement constitutes the entire
Agreement between the parties and there are and will be no oral representations
which will be binding upon any of the parties hereto.
12.11 Rights are Cumulative. The rights and remedies granted hereunder
shall be in addition to and cumulative of any other rights or remedies provided
under the laws of the State of Nevada.
12.12 Waiver. No delay or failure in the exercise of any power or right
shall operate as a waiver thereof or as an acquiescence in default. No single or
partial exercise of any power or right hereunder shall preclude any other or
further exercise thereof or the exercise of any other power or right.
12.13 Survival of Covenants, Etc. All covenants, representations, and
warranties made herein to any parties or in any statement or document delivered
to any party hereto, shall survive the making of this Agreement and shall remain
in full force and effect until the obligations of such party hereunder have been
fully satisfied.
12.14 Further Action. The parties hereto agree to execute and deliver
such additional documents and to take such other and further action as may be
required to carry out fully the transaction(s) contemplated herein.
12.15 Amendment. This Agreement or any provision hereof may not be
changed, waived, terminated or discharged except by means of a written
supplemental instrument signed by the party or parties against whom enforcement
of the change, waiver, termination, or discharge is sought.
12.16 Headings. The descriptive headings of the various Sections or
parts of this Agreement are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.
12.17 Counterparts. This agreement may be executed in two or more
partially or fully executed counterparts, each of which shall be deemed an
original and shall bind the signatory, but all of which together shall
constitute but one and the same instrument, provided that Purchaser shall have
no obligations hereunder until all Shareholders have become signatories hereto.
IN WITNESS WHEREOF, the parties hereto executed the foregoing
Acquisition Agreement as of the day and year first above written.
13
<PAGE> 14
TELETEK, INC.
By: /s/ John G. Vergiels
---------------------------
John G. Vergiels, Chairman
Attest: _____________________
COMPANY: SELECTEL CORPORATION
By: /s/William F. Davis
---------------------------
President
Attest: ______________________
SHAREHOLDERS:
/s/Joe Lanza /s/ Joseph Vigliarolo
- ------------------------------- ----------------------------
President, Xecom Corp.
14
<PAGE> 15
SCHEDULE A
PERCENTAGE
OUTSTANDING
SHAREHOLDER TOTAL SHARES HELD SHARES HELD
Xecom Corp. 350 70%
Indian Wells
Investment Company 150 30%
<PAGE> 16
SCHEDULE C
States in Which Selectel is Qualified to Do Business
California
Alabama
Florida
Kentucky
<PAGE> 1
EXHIBIT 99.2
NEWS RELEASE
Xecom Corporation
NNOTC Bulletin
Board Trading
Symbol:XECM
August 21, 1996
"XECOM SELLS SELECTEL"
RANCHO MIRAGE, CALIFORNIA -- Xecom Corporation (XECM-OTC) today announced
that it has sold to Teletek, Inc. (TLTK) their interest in SelecTel Corporation
for approximately $1,500,000 in cash, notes and common stock in Teletek.
With the sale of SelecTel, the Company's balance sheet vastly improves, which
will qualify the Company to be a non-designated security. The sale of SelecTel
is part of the company's business strategy, to focus on the installation of
phone systems for the military and to get out of the business of being a
switchless reseller where margins have been slipping. The cash, from the sale,
will be utilized to help finance the AFFES contract which is their main focus of
business today.
Xecom is also pleased to announce that approximately 7,000 troops have signed up
to date on the Phase I installations, with 83% of the servicemen signing up at
Fort Bliss and Fort Biggs, which were the first bases that were turned on. This
sign-up rate is well beyond expectations.
Xecom will retain its contract with MONITRx, Inc., a subsidiary of Maesa Gaming
Management, Inc. (MGMT) to design and provide a telecommunications networking
system (Intranet) and services for the state-of-the-art complete home health
charting system utilizing a hand-held Fujitsu 486 pen-based unit dubbed the CADI
System. The company will provide the host computer, technical support, billing
and collecting services, communications services and support for the CADI
System. This will provide Xecom with a foundation in the Internet.
Contact:
Financial Internet Group
(619) 770-7133 (Toll Free)
Fax (619) 770-7133
