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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): November 28, 2000
MICROTEL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-10346 77-0226211
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(State or other jurisdiction of (Commission File (IRS Employer)
incorporation or organization) Number) Identification No.)
9485 HAVEN AVENUE, SUITE 100, CALIFORNIA 91730
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (909) 297-2699
NOT APPLICABLE
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
SALE OF XCEL ETCH TEK
Historically, we organized our operations in three business segments:
Instrumentation and Test Equipment; Components and Subsystem Assemblies; and
Circuits. In an effort to focus our attention and working capital on our
telecommunications test instruments and our transmission and network access
products, we sold substantially all of the assets of XCEL Arnold Circuits, Inc.
in April 1998 and sold substantially all of the assets of HyComp, Inc., a
manufacturer of hybrid circuits, in April 1999.
In October 2000, we decided to discontinue our Circuits segment. On
November 28, 2000, we sold XCEL Etch Tek (the "Etch Tek Division"), which was
our only remaining material circuit board business and was a division of our
wholly-owned subsidiary, XIT Corporation. The purchasers were Etch Tek
Electronics Corporation and a former employee and a current employee of ours,
each of whom have experience managing the Etch Tek Division. The assets we sold
consisted primarily of inventory and fixed assets. The proceeds we received were
$260,000 in cash, the assumption of $75,000 of accounts payable and a note for
$50,000 payable in full in one year with an annual interest rate of 8%.
As a result of the sale of the Etch Tek Division, we currently are
operating in two segments: Telecommunications, which includes telecommunications
test instruments and transmission and network access products; and Electronic
Components, which includes digital switches and electronic power supplies. We
recorded our departure from the Circuits segment due to the planned disposal of
the Etch Tek Division as a discontinued operation in our quarterly report on
Form 10-Q for the period ended September 30, 2000. We recorded an estimated loss
on the sale of the Etch Tek Division of $634,000 for the three and nine month
periods ended September 30, 2000. This amount included $158,000 of estimated
losses from the operations of the Etch Tek Division for the period from October
1, 2000 to November 15, 2000, which was the effective date of the sale. For the
three- and nine-month periods ended September 30, 2000, the Etch Tek Division
lost, prior to allocating corporate costs, $84,000 and $276,000, respectively.
Although we have discontinued our Circuits segment, we have retained a
small circuit board manufacturing facility in Monrovia, California that supplies
our own electronic components business with circuits for incorporation into our
digital switch products. This facility reports directly to and is part of our
Electronic Components segment.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED
Not required.
(b) PRO FORMA FINANCIAL INFORMATION
Not required.
(c) EXHIBITS
2.1 Asset Purchase Agreement dated as of November 15,
2000, by and among XIT Corporation, MicroTel
International, Inc., Bryan Fuller, Tama-Lee Mapalo
and Etch-Tek Electronics Corporation
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SIGNATURES
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, hereunto duly authorized.
MICROTEL INTERNATIONAL, INC.
By: /s/ RANDOLPH D. FOOTE
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Randolph D. Foote
Chief Financial Officer
Date: December 12, 2000
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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2.1 Asset Purchase Agreement dated as of November 15, 2000, by and
among XIT Corporation, MicroTel International, Inc., Bryan
Fuller, Tama-Lee Mapalo and Etch-Tek Electronics Corporation
