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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____) *
Digital Transmission Systems, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
25387N109
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(CUSIP Number)
James P. Butler, CFO
MicroTel International, Inc.
4290 East Brickell Street
Ontario, CA 91761-1511
(909) 456-4321
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 31, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13D-1(b)(3) or (4), check the following box.
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
(Continued on following pages)
Page 1 of 4 Pages
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CUSIP No. 59514K209 13D Page 2 of 4 Pages
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons MicroTel International, Inc.
S.S. or I.R.S. Identification Nos. of Above Persons
EIN #77-0226211
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(2) Check the Appropriate Box if a Member of a Group
(a) [ ]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds*
OO
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
Not Applicable
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(6) Citizen or Place of Organization
Delaware
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Number of Shares (7) Sole Voting Power
Beneficially Owned 1,738,159
By Each Reporting ------------------------------------------------------------
Person With (8) Shared Voting Power
- 0 -
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(9) Sole Dispositive Power
1,738,159
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(10) Shared Dispositive Power
- 0 -
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,738,159
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
41.4%
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(14) Type of Reporting Person
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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Page 3 of 4 Pages
Item 1 Security and Issuer.
This statement on Schedule 13D relates to the common stock, $0.01 par
value, of Digital Transmission Systems, Inc. (the "Issuer"). The
address of the principal executive office of the Issuer is 3000
Northwoods Parkway, Building 330, Norcross, GA 30071.
Item 2 Identity and Background.
(a) This statement is being filed by MicroTel International, Inc., a
Delaware corporation, ("MicroTel") the principal business of which is
the manufacture, sale and distribution of (i) test instruments and
(ii) voice and data transmission equipment to the telecommunications
industry.
(b) The mailing address for MicroTel is 4290 East Brickell Street Ontario,
CA 91761-1511.
(c) See Items (a) and (b).
(d) and (e) During the last five years, MicroTel has neither been convicted
in a criminal proceeding nor was it a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result
of which any such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
(f) MicroTel is a corporation organized under the laws of the state of
Delaware.
Item 3 Source and Amount of Funds or Other Consideration
The consideration for the purchase of the shares of the Issuer was the
issuance by MicroTel of 1,000,000 shares of common stock in exchange for
1,738,159 shares (the "Shares") of the common stock of the Issuer. As no cash
was used in the acquisition of the Shares, no part of the consideration was
represented by borrowings.
Item 4 Purpose of Transaction
MicroTel acquired the Shares for the purpose of establishing a
strategic operating relationship with the Issuer which is intended to provide
(i) additional distribution capabilities for the Issuer's products; (ii) the
potential for MicroTel to manufacture the Issuer's products; (iii) additional
distribution capabilities for certain of MicroTel's products and (iv)
MicroTel with the benefits of the Issuer's future anticipated profits.
(a), (b) and (c) None
(d) MicroTel has proposed that two of MicroTel's officers and/or directors
fill two vacancies which have occurred following the acquisition of
the Shares. These persons will be nominated for election at the
Issuer's annual meeting of shareholders on March 5, 1999.
(e) though (j) MicroTel has no plans or proposals which relate to Items 4(e)
through (j).
Item 5 Interest in Securities of the Issuer.
(a) The Issuer has advised MicroTel that as of January 31, 1999, there
are 4,196,154 shares of the Issuer's common stock outstanding. MicroTel
directly owns 1,738,159 shares of the Issuer's common stock, or 41.4%.
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Page 4 of 4 Pages
(b) The Shares are directly owned by MicroTel which has the right to vote
the Shares and to dispose or direct the disposition of the Shares.
(c) Other than the Shares acquired as set forth in Items 3 and 4 above,
MicroTel did not effect any transaction in the common stock of the Issuer during
the past sixty days.
(d) and (e) Not applicable.
Item 6 Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
There are no contracts, arrangements, understandings or relation ships
(legal or otherwise) among the persons named in Item 2 and between such persons
and any person with respect to the securities of the Issuer, including , but not
limited to, transfer or voting of any of the securities, finder's fees; joint
ventures, loan or option arrangements, puts or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies.
Item 7 Material to be Filed as Exhibits.
Not applicable.
Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 10, 1999 MICROTEL INTERNATIONAL, INC.
By: /s/ Carmine T. Oliva
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Name: Carmine T. Oliva
Title: Chief Executive Officer
