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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): March 26, 1997
MICROTEL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 1-10346 77-0226211
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State or Other Commission File IRS Employer
Jurisdiction of Number Identification No.
Incorporation or
Organization
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4290 East Brickell Street
Ontario, California 91761
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Address of Principal Executive Offices Zip Code
Registrant's telephone number, including area code: (909) 391-4321
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2040 Fortune Drive, Suite 102, San Jose, California 95131
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Former name or former address, if changed since last report
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Item 1. Changes in Control of Registrant
Pursuant to a Merger (the "Merger") between a wholly owned subsidiary
of MicroTel International, Inc. (the "Registrant") and XIT Corporation (see
Item 2 below), a Change in Control of the Registrant has occurred.
Upon completion of the Merger, the Registrant's current
directors (with the exception of Jack E. Talan, who remains on the
Board) resigned and were replaced by the four existing directors of
XIT. The new Board of Directors consists of Mr. Talan, Carmine T.
Oliva, David A. Barrett, Laurence P. Finnegan, Jr. and Robert
Runyon. With the consummation of the Merger, there are 9,305,242
shares of the Registrant's Common Stock outstanding, each of which
entitles the holder thereof to one vote on each matter which may
come before a meeting of the shareholders, and the former XIT
shareholders are the owners of approximately 6,119,215 of such
shares. The Common Stock is the only issued and outstanding class
of securities of the Registrant.
Item 2. Acquisition or Disposition of Assets
On March 26, 1997, XIT Acquisition Inc. ("XIT Acquisition"), a newly formed and
wholly owned subsidiary of the Registrant, merged with and into XIT Corporation
("XIT") (the "Merger"). Pursuant to the Merger, the former shareholders of XIT
were issued approximately 6,119,215 shares of Common Stock of the Registrant, or
approximately 65.8% of the issued and outstanding Common Stock. In addition,
holders of XIT stock options and warrants collectively have the right to
acquire an additional 2,153,240 shares of the Registant's Common Stock.
Collectively, the former XIT shareholders, option holders and warrant holders
now own, or have the right to acquire, approximately 65% of the
Registrant's Common Stock on a fully diluted basis. The Merger Agreement dated
as of December 31, 1996 (the "Merger Agreement") was filed as Exhibit 1 to
Item 2 of the Report on Form 8-K filed by the Registrant on January 21, 1997
which is incorporated herein by reference.
Item 7. Financial Statements; Pro Forma Information and Exhibits
(a) The Financial Statements of XIT Corporation will be filed
by Amendment within sixty (60) days of the date hereof.
(b) The Pro Forma financial information will be filed by
amendment within sixty (60) days of the date hereof.
(c) The Merger Agreement has been previously filed and
is incorporated herein by reference. (See Item 2 above).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
MICROTEL INTERNATIONAL, INC.
By: /s/ Carmine T. Oliva
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Carmine T. Oliva
President and Chief Executive Officer
Date: April 4, 1997
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