================================================================================
--------------------------------------------------------------------------------
UNITED STATES
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): JUNE 2, 2000
POINTE COMMUNICATIONS CORPORATION
(Exact name of Registrant as specified in its charter)
NEVADA 0-20843 84-1097751
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1325 NORTHMEADOW PARKWAY
SUITE 110 30076
ROSWELL, GEORGIA (Zip Code)
(Address of principal executive offices)
Registrant's Telephone Number, including area code: (770) 432-6800
NOT APPLICABLE.
(Former name, former address and former fiscal year, if changed since last
report)
--------------------------------------------------------------------------------
================================================================================
<PAGE>
ITEM 1. CHANGE IN CONTROL
On June 2, 2000, Pointe Communications Corporation ("Pointe") completed the
merger of Pointe and Telscape International, Inc. ("Telscape") pursuant to the
Amended and Restated Agreement and Plan of Merger dated December 31, 1999
whereby a wholly owned subsidiary of Telscape, Pointe Acquisition Corp, merged
with and into Pointe. As a result of the merger, Pointe became a wholly owned
subsidiary of Telscape. Under the terms of the merger, which is an all stock
transaction, each share of Pointe's common stock, $.00001 par value, will be
exchanged for .223514 shares of Telscape's common stock, $.001 par value.
Telscape will not issue fractional shares of common stock in the merger but will
pay cash in lieu of such fractional shares. The Telscape shares of common stock
being issued in the merger were registered on Form S-4 filed by Telscape with
the Securities and Exchange Commission and declared effective as of May 12,
2000.
1
<PAGE>
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable
(c) Exhibits
2.01 Amended and Restated Agreement and Plan of Merger dated
December 31, 1999 (Incorporated herein by this reference
to exhibit 2.01 of Pointe's Annual Report on Form 10-K for
the year ended December 31, 1999).
99.1* Press Release dated June 5, 2000
____________________
*filed herewith
2
<PAGE>
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 thereunto duly authorized.
POINTE COMMUNICATIONS CORPORATION
By: /s/ Stephen E. Raville
------------------------------------
Chairman and Chief Executive Officer
------------------------------------
Date: June 8, 2000
<PAGE>
EXHIBIT INDEX
Exhibit
-------
Number Description
------- -----------
2.01 Amended and Restated Agreement and Plan of Merger dated
December 31, 1999 (Incorporated herein by this reference
to exhibit 2.01 of Pointe's Annual Report of Form 10-K for
the year ended December 31, 1999).
99.1* Press Release dated June 5, 2000
____________________
*filed herewith
<PAGE>
