UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the
Securities Exchange Act of 1934
November 11, 1997
Date of Report (Date of earliest event reported)
SA TELECOMMUNICATIONS, INC.
Exact Name of Registrant as Specified in its Charter)
Delaware 0-18048 75-2258519
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1600 Promenade Center, 15th Floor
Richardson, TX 75080
(Address of Principal Executive Offices) (Zip Code)
(972) 690-5888
(Registrant's Telephone Number, Including Area Code)
N/A
---------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
ITEM 5. OTHER EVENTS.
SA Telecommunications, Inc. issued the press release which is
attached as Exhibit 20.1 hereto on November 11, 1997, which press
release is incorporated herein by reference. In addition, SA
Telecommunications, Inc. issued the press release which is
attached as Exhibit 20.2, which press release is incorporated
herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
Exhibit No. Document Description
20.1* Press Release of SA Telecommunications, Inc.
dated November 11, 1997
20.2* Press release of SA Telecommunications, Inc.
dated November 19, 1997
_______________
*Filed herewith
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
SA TELECOMMUNICATIONS, INC.
DATE: November 20, 1997 BY: /s/ HOWARD CURD
------------------------------
Howard Curd
Chairman of the Board
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT DESCRIPTION
20.1* Press Release of SA Telecommunications, Inc.
dated November 11, 1997
20.2* Press Release of SA Telecommunications, Inc.
dated November 19, 1997
_________
* Filed herewith
EXHIBIT 20.1
SA TELECOMMUNICATIONS, INC.
Contact: Howard F. Curd
Chairman of the Board of Directors
(972) 690-5888
FOR IMMEDIATE RELEASE
---------------------
SA TELECOMMUNICATIONS ANNOUNCES
NASDAQ COMMON STOCK DELISTING
STOCK ELIGIBLE TO TRADE ON THE OTC-BULLETIN BOARD
Dallas, Texas, November 11, 1997 -- SA Telecommunications,
Inc. (Nasdaq-STEL), a full-service regional interexhange carrier,
announced today that its Common Stock was delisted from The
Nasdaq Stock Market, Inc.'s SmallCap Market effective on the
close of business on November 11, 1997. The Company anticipates
that transactions in the Company's Common Stock will be reported
on the OTC-Bulletin Board service for use by NASD members to
reflect quotations in non-Nasdaq securities. Quotations in the
Common Stock could thereafter be reported on such electronic
bulletin board or in what is commonly referred to as the "pink
sheets" published by the National Quotations Bureau established
for securities that do not meet the Nasdaq listing requirements.
A Nasdaq hearing review committee determined that the
Company should not be given additional time to correct its
failure to maintain capital and surplus of at least $1,000,000
and to maintain a minimum bid price greater than or equal to
$1.00, or as an alternative, to maintain capital and surplus of
$2,000,000 and a market value of the public float of $1,000,000.
SA Telecommunications, Inc. provides a wide range of
telecommunications services including: 1+, 800/888, dedicated
services, travel and debit cards and conference calling. The
Company provides the majority of its services over its switching
and transmission facilities on the regional network in the
contiguous regions of the west, southwest and south central
states. For further information, please visit SA
Telecommunications' Internet home page at http://www.satele.com.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS AND AS
SUCH INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES AND OTHER
FACTORS THAT MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM THOSE
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SOME OF
THE FACTORS THAT MAY CAUSE SUCH MATERIAL DIFFERENCES ARE SET
FORTH AS RISK FACTORS DETAILED FROM TIME TO TIME IN THE COMPANY'S
PERIODIC REPORTS AND REGISTRATION STATEMENTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.
Exhibit 20.2
SA TELECOMMUNICATIONS, INC.
Contact: Howard F. Curd
Chairman of the Board of Directors
(972) 690-5888
FOR IMMEDIATE RELEASE
---------------------
SA TELECOMMUNICATIONS, INC.
FILES CHAPTER 11
COMPANY IN TALKS WITH POTENTIAL BUYERS
Dallas, Texas, November 19, 1997 -- SA Telecommunications,
Inc., a full-service regional interexhange carrier, today
announced that it has filed a petition for relief under Chapter
11 of the United States Bankruptcy Code in the District of
Delaware, seeking protection of its assets, its customers and the
on-going value of its business.
The Company indicated that it will continue to pursue
possible strategic alternatives, including a merger or the sale
of the Company, as previously announced. The Company also
announced the engagement of Jay Alix & Associates, a financial
consulting firm, to add management and financial expertise and to
assist the Board in evaluating strategies and financial
alternatives for the Company going forward.
"A Chapter 11 filing allows a company to continue operations
in the normal course of business, while obtaining relief from the
immediate collection of its obligations owed to existing
creditors," said Howard F. Curd, Chairman of the Board of
Directors of the Company. "This will allow SA
Telecommunications, Inc. the time to continue investment and
sales discussions already in progress while at the same time
continuing to serve our customers and protect the ongoing value
of our business."
Related Chapter 11 petitions were also filed in the same
court for U.S. Communications, Inc., AddTel Communications, Inc.,
Long Distance Network, Inc., Southwest Long Distance Network,
Inc., Uniquest Communications, Inc. and North American
Telecommunications Corporation, all wholly-owned subsidiaries of
the Company.
The Company also announced the resignation of J. David
Darnell, Senior Vice President-Finance, Chief Financial Officer
and director of the Company, who left to accept another position
within the telecommunications industry, as well as the
resignation of Paul R. Miller, the former President and Chief
Operating Officer of SA Telecommunications, as a director.
<PAGE>
Due to the fluidity of the situation, the Company stated
that its Form 10-QSB for the quarter ended September 30, 1997
will not be filed on the extended due date of November 18, 1997.
SA Telecommunications, Inc. provides a wide range of
telecommunications services including: 1+, 800/888, dedicated
services, travel and debit cards, and conference calling. The
Company provides the majority of its services over its switching
and transmission facilities on the regional network in the
contiguous regions of the west, southwest and south central
states.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS AND AS
SUCH INVOLVE KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES AND OTHER
FACTORS THAT MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS OF THE COMPANY TO BE MATERIALLY DIFFERENT FROM THOSE
EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. SOME OF
THE FACTORS THAT MAY CAUSE SUCH MATERIAL DIFFERENCES ARE SET
FORTH AS RISK FACTORS DETAILED FROM TIME TO TIME IN THE COMPANY'S
PERIODIC REPORTS AND REGISTRATION STATEMENTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.
