SECURITIES AND EXHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OF 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) MAY 4, 1999
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Wavetech International, Inc.
(Exact Name of Registrant as Specified in its Charter)
Nevada 001-15482 86-0916826
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
5210 E. WILLIAMS CIRCLE, SUITE 200 TUCSON, ARIZONA 85711
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (520) 750-9093
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ITEM 5. OTHER EVENTS
The Common Stock of Wavetech International, Inc. (the "Company") was
delisted from the Nasdaq SmallCap Market, effective as of the close of business
on Tuesday, May 4, 1999. A copy of the Company's press release announcing this
event is attached hereto as Exhibit 1.
<PAGE>
EXHIBIT 1
WAVETECH DELISTED FROM THE NASDAQ SMALLCAP MARKET
TUCSON, AZ, May 5 /PRNewswire/ -- Wavetech International, Inc. (Nasdaq:
ITEL) announced today that it has received formal notification from the Nasdaq
Stock ("Nasdaq") Market that the conditional listing it has operated under has
terminated and the Company ("Wavetech") has been delisted from the Nasdaq
SmallCap Market effective as of the close of the market yesterday. The Company
intends to apply for inclusion of its Common Stock on the OTC Bulletin Board as
soon as possible.
As reported in Company's 10Q, for the quarter ended February 28, 1999, the
Company's stock had been trading under a conditional listing by the Nasdaq
SmallCap Market. The Company was previously notified by Nasdaq that its Common
Stock would be delisted from the Nasdaq SmallCap Market because it was not in
compliance with the $1.00 minimum bid price requirement. The Company appealed
Nasdaq's decision to delist its Common Stock for failure to meet this
requirement at a hearing on November 19, 1998. On December 9, 1998, the Company
was notified by Nasdaq that its Common Stock would continue to be listed on the
Nasdaq SmallCap market via an exception from the minimum bid price requirement,
provided the Company met certain conditions, including consummation of the
pending merger with DCI. One of the conditions was that the Company's common
stock meet the $1.00 minimum bid price. To comply with this last requirement, on
December 18, 1998, the Company effected a one-for-six reverse split, which had
been previously approved by its shareholders on May 26, 1998. The Company has
satisfied each of the other conditions required by Nasdaq, with the exception of
the requirement that it consummate the pending merger with DCI on or before
March 31, 1999.
The Company had asked Nasdaq to remove any further conditions to the
continued listing of its Common Stock or, in the alternative, permit an
extension through June 30, 1999 to either consummate the merger with DCI or
demonstrate its ability to satisfy all continued listing requirements. The last
request was denied by the Listing Qualifications Panel, which cited the
Company's failure to satisfy the merger requirement and other factors, including
the belief that the Company would face difficulty in maintaining the required
minimum asset requirement in the future.
The Company previously announced that it had terminated the Merger Agreement
with DCI pursuant to its terms because Wavetech had determined that it was not
reasonably likely that the conditions to the merger would be satisfied prior to
the expiration of the Merger Agreement. It was also previously announced that
the SEC suspended trading in DCI's stock through May 14, 1999.
A Wavetech spokesman said, "Whereas Nasdaq's decision was unfortunate, the
Company remains committed to building a viable business under the recently
announced licensing agreement with Softalk Inc. The Company hopes to provide its
shareholders with some continued liquidity of its Common Stock by seeking to
initiate trading on the OTC Bulletin Board."
Wavetech, in cooperation with Softalk, intends to establish itself as a next
generation communications company by providing integrated voice, video, fax and
data by using Internet Protocol (IP) based network complementing traditional
circuit-switched networks. Wavetech believes this IP service can reduce
communications costs by 50% or more, while also providing increased flexibility
and convenience for targeted corporate clients. Under the Licensing Agreement,
Wavetech will provide a U.S. presence for Softalk and will focus on high level
marketing efforts and customer support services for corporate clients with
international facilities. Wavetech will generate revenues through the resale of
the Softalk technology. Wavetech anticipates that revenues will grow steadily as
networks with distributed intelligence are implemented internationally.
This press release contains certain forward-looking statements made pursuant
to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. This information may involve risks and uncertainties that could cause
actual results to differ materially from such forward-looking statements.
Factors that would cause or contribute to such differences include, but are not
limited to, those factors detailed by Wavetech in its filings with the
Securities and Exchange Commission.
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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.
WAVETECH INTERNATIONAL, INC.
By: /s/ Gerald I. Quinn
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Gerald I. Quinn
Chief Executive Officer
Date: May 11, 1999
