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 26, 1997
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US WATS, INC.
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(Exact name of registrant as specified in its charter)
New York 0-22944 22-3055962
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification No.)
incorporation)
111 Presidential Boulevard, Suite 114
Bala Cynwyd, Pennsylvania 19004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 660-0100
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(not applicable)
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
As a result of the receipt of $2,300,000 in net proceeds for the sale of shares
of common stock of US WATS, Inc. (the "Company") in a private placement (see
press release filed as exhibit 99.1 to this Form 8-K) and the receipt of
$116,875 through the exercise of options to purchase 115,000 shares of the
Company's common stock, as of October 31, 1997, on a pro forma basis, the
Company was in compliance with the continued listing requirements of the Nasdaq
SmallCap Market.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) None.
(b) The following is a balance sheet of the Company as of October 31, 1997,
adjusted to reflect the issuance of shares of common stock and the receipt
of proceeds from the private placement described in Item 5 above, as if
such shares had been issued and such proceeds had been received by the
Company on October 31, 1997.
US WATS, INC.
BALANCE SHEET
(in thousands)
Pro Forma
10/31/97 Adjustments 10/31/97
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ASSETS
Current Assets
Cash and Cash Equivalents $621 2,417 $3,038
Accounts Receivable Net of Allowance 8,136 8,136
Prepaid expenses and other 150 150
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TOTAL CURRENT ASSETS 8,907 11,324
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Property, Equipment & Leaseholds
Telecommunications equipment 3,874 3,874
Equipment 1,579 1,579
Software 646 646
Office Furnitures and fixtures 156 156
Leasehold improvements 36 36
Less: Accumulated Depreciation &
Amortization (3,120) (3,120)
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Total Property, Equipment &
Leaseholds 3,171 3,171
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Other Assets, Principally Deposits 210 210
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Total Assets $12,288 $14,705
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LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Note Payable $1,704 $1,704
Capital lease obligations, current portion 268 268
Accounts Payable 7,191 7,191
Accrued commissions 1,245 1,245
Accrued Expenses and All Other 517 517
State and federal taxes payable 1,255 1,255
Deferred revenue 10 10
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Total Current Liabilities 12,190 12,190
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Long Term Liabilities, Capital Lease 428 428
Shareholders' Equity & Surplus (330) 2,417 2087
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Total Liabilities &
Shareholders' Equity $12,288 $14,705
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(c) Exhibits
99.1 US WATS, Inc. press release dated December 4, 1997.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
US WATS, INC.
By: /s/ Aaron Brown
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Name: Aaron Brown
Title: Chairman of the Board of Directors
Dated: December 10, 1997
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EXHIBIT INDEX
99.1 US WATS, Inc. press release dated December 4, 1997.
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US WATS
______________________________________________________________________________
for immediate release
Contact: Aaron Brown, Investor Relations
610-660-0100
US WATS RAISES $2.3 MILLION
Bala Cynwyd, Pennsylvania (December 4, 1997) - US WATS, Inc. (USWIC) announced
today that it had raised $2.3 million in a private placement of 1,590,000
shares of its common stock at a purchase price of $1.50 per share. The
financing may enable the continued listing of the Company's common stock on
The Nasdaq Stock Market. Formerly, the Company had received notice that the
Company had not met the capital and surplus requirements for listing of its
common stock on The Nasdaq's Small Cap segment.
Aaron Brown, Chairman, noted, "We are happy that we could negotiate an
arrangement whereby we issued common shares at only a slight discount to the
market price on November 26, the day the transaction was signed. We are
hopeful that the NASD will permit the uninterrupted trading of the Company's
stock after they have had the opportunity to review the transaction and our
proforma financials.
"Additionally, these funds will be used to help the Company meet its near term
business objectives as well as to provide the Company with stability and
liquidity."
US WATS' most recent news releases and quarterly summary reports are available
via facsimile by calling "Company News On-Call" at 800-758-5804, extension
number 926713. This electronic, menu-driven system of PR NEWSWIRE, allows
callers to receive, at no charge, specific "USWI" news releases and quarterly
reports within minutes of request.
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111 Presidential Boulevard, Suite 114, Bala Cynwyd, Pennsylvania 19004
telephone 610/660-0100 fax 610/660-0335
