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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
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) January 6, 1997
MICROTEL INTERNATIONAL, INC.
Exact name of registrant as specified in charter
Delaware 1-10346 77-0226211
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2040 Fortune Drive, San Jose, California 95131
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (408) 435-8520
________________________________________________________________
(Former name or former address, if changed since last report)
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Items 2 and 7 of the Report on Form 8-K filed by the Registrant on January 21,
1997, are amended and superceded in their entirety as follows.
Item 2. Acquisition or Disposition of Assets.
On January 6, 1997, MicroTel International, Inc. (the "Company"), entered
into an Agreement and Plan of Merger (the "Merger Agreement"), with XIT
Acquisition, Inc. ("Sub"), and XIT Corporation (formerly XCEL Corporation)
("XIT"). The transaction, which has been approved by the respective Board of
Directors of both companies, will be a tax-free exchange of securities in which
XIT will merge into Sub, a newly formed, wholly-owned subsidiary of the Company.
XIT shareholders, optionholders, and warrantholders will obtain shares or the
right to acquire shares of the common stock of the Company equal to
approximately 65% of the fully-diluted ownership of the Company after the
merger. Total common shares outstanding after the merger will approximate 9.3
million. Upon consummation of the merger, Carmine T. Oliva, Chairman and Chief
Executive Officer of XIT will become Chairman and Chief Executive Officer of the
Company and Jack Talan, the Company's current Chairman and Chief Executive
Officer and XIT's Board of Directors will comprise the new Board of Directors of
the Company.
On March 3, 1997, the merger was approved by the consent of a majority of
the shareholders of XIT. The merger will become effective after a statutory
20-day notice period which expires on or about March 25, 1997, subject to
customary closing conditions.
XIT, a private, closely-held company with vertically integrated operations
in the U.S., England and Japan, designs, manufactures and markets information
display and input products and printed circuit boards for the international
telecommunications, medical, industrial and military/aerospace markets. For its
fiscal year ended September 30, 1996, XIT earned $1,142,000 on revenues of
$31,249,000 (unaudited).
Item 7. Financial Statements and Exhibits
(a) and (b) Financial Statements and pro forma financial information will
be filed after consummation of the merger.
(c) Exhibits:
Exhibit 1 Agreement and Plan of Merger by
and Among MicroTel International,
Inc., XIT Acquisition, Inc. and
XIT Corporation, dated as of
December 31, 1996 (filed with
initial filing)
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SIGNATURES
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 thereunto duly authorized.
MICROTEL INTERNATIONAL, INC.
(registrant)
Dated: March 17, 1997 By: /s/JACK TALAN
Jack Talan,
Chairman
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