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
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Date of Report (Date of earliest event reported) September 4, 1997
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TOTAL WORLD TELECOMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20922 75-2274730
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
3200 North Military Trail, Suite 300, Boca Raton, Fl 33431
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 997-5880
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
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On September 25, 1997, the Company issued the press release included as
Exhibit (a) hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(a) Exhibits.
Press release.
2
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TOTAL WORLD TELECOMMUNICATIONS, INC.
By: /s/ Loretta A. Murphy
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Loretta A. Murphy
Vice President and
Chief Financial Officer
Dated: October 21, 1997
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FOR IMMEDIATE RELEASE
TOTAL WORLD TELECOMMUNICATIONS, INC.
ANNOUNCES NASDAQ DECISION
Boca Raton, Florida (September 25, 1997) - Total World Telecommunications, Inc.
(the "Company") announced today that it has been advised by The Nasdaq Stock
Market, Inc. ("NASDAQ") that the Company has been delisted from the Nasdaq
SmallCap Market effective with the close of business on Wednesday, September 24,
1997. On September 4, 1997, the Company had attended a hearing in Washington,
D.C. before a NASDAQ Listing Qualifications Panel (the "Panel") requesting an
extension of time to meet the continuing filing requirements. The Company had
been unable to file its Form 10-QSB for the quarter ended June 30, 1997 due to
the uncertainties associated with the Chapter 11 Bankruptcy filing for its
Houston subsidiary, Total National Telecommunications, Inc. ("TNT"). The Panel
cited several reasons for their decision, among which were the Company's
inability to provide current financial information and a definitive plan for
continued compliance with NASDAQ's listing requirements based on the
uncertainties of TNT's bankruptcy proceedings, as well as the substantial
decline in the Company's bid price over recent months.
On Friday, September 12, 1997, the Company converted the TNT bankruptcy case
from Chapter 11 to Chapter 7 of the Bankruptcy Code, and a U.S. Trustee was
appointed. A sale of assets to the Willis Group was finalized on September 24,
1997, with proceeds of approximately $5.5 million as well as the assumption of
$6.5 million in lease obligations relating to the telecom switches. The proceeds
will be utilized to pay the claims of the secured creditors of TNT as well as
administrative claims associated with the Chapter 11 and Chapter 7 proceedings.
The Company expects to file its Form 10-QSB for the period ending June 30, 1997
within the next few weeks. The Company is also working on a plan to restructure
which may include an acquisition or merger, as well as an infusion of cash
through possible debt financing or a capital contribution. This restructuring is
being targeted to augment the Company's equity. In addition, the Board of
Directors has been reorganized, and a group of current stockholders has been
actively involved. The Company expects to submit their application for inclusion
on the OTC Bulletin board following submission of the Form 10-QSB.
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