SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (date of earliest event reported): September 20, 1997
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EXECUTIVE TELECARD, LTD.
(Exact name of registrant as specified in its charter)
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Delaware 1-10210 13-348621
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction) Identification No.)
1720 S. Bellaire Street, 10th Floor, Denver, Colorado 80222
(Address of principal executive offices)
Registrant's telephone number, including area code: (303) 691-2115
ITEM 5 - Other Events
See the Registrant's press release and resignations of the Directors,
labeled Exhibit A, attached hereto and incorporated by reference to this
report.
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.
EXECUTIVE TELECARD, LTD.
(Registrant)
Date: September 30, 1997 By:/s/Anthony Balinger
Anthony Balinger, President
EXHIBIT A
PR NEWSWIRE NEWSFAX
Executive TeleCard Terminates Plan to Acquire Coast International
DENVER, Sept. 22 /PRNewswire/ -- Executive TeleCard, Ltd.
(Nasdaq-NNM: EXTL) today announced that its previously announced plan to
acquire Coast International, Inc. of Lenexa, Kansas has been terminated by
mutual agreement of the parties.
The company also announced that three recently appointed directors,
Ronald Jensen, Ronald Howard and Arthur Fredston, have resigned from the
Board of Directors. Mr. Jensen, who was appointed Chairman of the Board
in July after his purchase of $7.5 million of the Company's common stock
in a privately negotiated transaction, recently undertook a comprehensive
examination of the Company's operations, management and policies. That
examination led Mr. Jensen to recognize various challenges facing the
Company which coupled with pressing matters relating to his other business
interests, led him to tender his resignation. Mr. Howard, who was named
to the Board of Directors as an additional nominee of Mr. Jensen pursuant
to Mr. Jenson's stock purchase agreement, cited similar reasons for his
resignation. Mr. Fredston stated that he was resigning because in light
of personal family matters, he did not feel that he could devote
sufficient time to the Company's affairs. Mr. Jensen is a 60% owner of
Coast International.
Anthony Balinger, the Company's President and Chief Executive
Officer, announced separately that the Company's Board of Directors had
received the report of Bijan Moaveni, the President of Coast International
concerning the Company's operations and management in Denver. The Board
approved Mr. Moaveni's report and agreed to engage Mr. Moaveni and his
management consulting firm to work with Mr. Balinger to implement the
steps outlined in the report by assisting Mr. Balinger in directing the
Company's day-to-day operations. Mr. Balinger commented that the
retention of Mr. Moaveni's firm will enable him to focus on increasing
international sales in the Company's regions and otherwise developing the
Company's long term business plan.
Mr. Balinger further stated that the Company has initiated
discussions with an investment banking firm to explore strategic
alternatives for the Company, including but not limited to alliance with
other telecommunications companies.
Mr. Balinger also said that the Company planned to enter into
negotiations with its primary lender to extend the term of its loan and
because the Company presently expects to report a loss for the quarter
ending September 30, 1997, to modify certain financial convenants.
Mr. Balinger said, "While we regret the loss of Mr. Jensen's
experience and guidance on our Board or Directors, we firmly believe that
Mr. Moaveni's firm will provide us with much needed operations expertise."
Mr. Balinger added, "We also believe that thanks in part to the rigorous
scrutiny of our operations and management undertaken by Mr. Jensen and Mr.
Howard, this will effectively position the Company for long term growth
and profitability.
Executive TeleCard founded in 1987, is an international
telecommunications service company providing direct voice and data
communications services via its World Direct(TM) global network to its
major corporation and telecommunications partners worldwide and providing
enhancements to its partners' global calling cards. Executive TeleCard's
products and services include: revenue sharing partnerships, global
calling cards, the only true global prepaid card platforms, global
Internet access, (eGlobe(TM)) international and domestic toll-free service
(Service 800(TM)), and multi-currency detailed billings.
Certain statements in this press release are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform
Act of 1995 and involve known and unknown risks, uncertainties and other
factors that may cause the Company's actual results, performance or
achievement to be materially different from the results, performance or
achievement expressed or implied by the forward-looking statement.
Factors that impact such forward-looking statements include, among others,
changes in worldwide general economic conditions, changes in interest
rates, currency rates and worldwide competition.
SOURCE Executive TeleCard, Ltd.
-0- 09/22/97
/CONTACT: Richard E. Cooper, Rod Schatz or Alan Goldsand of
Strategic Growth International, 516-829-7111, for Executive TeleCard/
/Company News On-Call: http://www.prnewswire.com or fax, 800-758-
5804, ext. 115540/
(EXTL)
Ronald L. Jensen
5215 North O'Conner
Suite 300
Irving, Texas 75039
September 20, 1997
Board of Directors
Executive Telecard Ltd.
1720 South Bellaire
Denver, Co 80222
Gentlemen:
For the reasons set forth at the Board meeting today, I hereby submit
my resignation effective immediately as a director of Executive Telecard.
Yours very truly,
/a/Ronald L. Jensen
Ronald L. Jensen
Via Hand Delivery
Certified Mail
Ronald W. Howard
5215 North O'Conner
Suite 300
Irving, Texas 75039
September 20, 1997
Board of Directors
Executive Telecard Ltd.
1720 South Bellaire
Denver, Co 80222
Gentlemen:
I hereby submit my resignation effective immediately as a director of
Executive Telecard.
Yours very truly,
/a/Ronald W. Howard
Ronald W. Howard
Via Hand Delivery
Certified Mail
ONE BATTERY PARK PLAZA
NEW YORK, N.Y. 10004-1490
September 20, 1997
Board of Directors
Executive TeleCard Ltd.
1720 South Bellaire
Denver, CO 80222
Gentlemen:
I hereby submit my resignation effective immediately as a director of
Executive TeleCard.
Yours very truly,
/a/Arthur H. Fredston
Arthur H. Fredston
Via Hand Delivery
Certified Mail
