CENTENNIAL COMMUNICATIONS CORP /DE
8-K, 2000-03-21
RADIOTELEPHONE COMMUNICATIONS
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                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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 21, 2000

                         Centennial Communications Corp.
               (Exact Name of Registrant as Specified in Charter)


Delaware                           0-19603                  06-1242753
(State or Other Jurisdiction      (Commission             (I.R.S. Employer
of Incorporation)                 File Number)           Identification No.)


1305 Campus Parkway
Neptune, New Jersey                                         07753
(Address of Principal Executive Offices)                  (Zip Code)


Registrant's telephone number, including area code  (732) 919-1000




          (Former Name or Former Address, if Changed Since Last Report)





<PAGE>


Item 5. Other Events

In a press  release  issued March 21,  2000,  we  announced  that we  anticipate
offering $250,000,000 in aggregate principal amount of senior subordinated notes
due 2007 in a private placement transaction pursuant to Rule 144A. A copy of the
press release  issued by  Centennial  is attached  hereto as Exhibit 99.1 and is
incorporated by reference herein in its entirety.

Item 7. Financial  Statements and Exhibits

         (c)Exhibits.

          99.1 Press release issued by Centennial on March 21, 2000




                                        2
<PAGE>

                                   SIGNATURES

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.

                         CENTENNIAL COMMUNICATIONS CORP.


                                   By: /s/ Peter W. Chehayl
                                      Name: Peter W. Chehayl
              Title:Senior Vice President, Treasurer and Chief Financial Officer

                                     Date: March 21, 2000



                                        3
<PAGE>

                                  EXHIBIT INDEX

                                     Exhibit
                                 No. Description

          99.1 Press release issued by Centennial on March 21, 2000




                                        4

Exhibit 99.1

`[GRAPHIC OMITTED][GRAPHIC OMITTED]


                                     For further information, please contact:
                                                             Peter W. Chehayl
                                                   Senior Vice President, CFO
                                              Centennial Communications Corp.
                                                          1305 Campus Parkway
                                                           Neptune, NJ  07753
                                                      (732) 919-1000 ext. 379

                            CENTENNIAL COMMUNICATIONS
                      PLANS $250 MILLION PRIVATE PLACEMENT
                          OF SENIOR SUBORDINATED NOTES


FOR IMMEDIATE RELEASE

     Neptune,  New  Jersey - March 21,  2000.  Centennial  Communications  Corp.
(NASDAQ:  CYCL)  announced  today that it anticipates  offering  $250,000,000 in
aggregate  principal amount of senior  subordinated  notes due 2007 in a private
placement  transaction pursuant to Rule 144A. The net proceeds from the offering
are expected to be used to pay for  acquisitions in Puerto Rico,  investments in
the Dominican Republic and other general corporate purposes.

The notes  anticipated  to be offered and sold will not be registered  under the
Securities  Act of 1933  and may not be  offered  or sold in the  United  States
absent such  registration  or an  applicable  exemption  from such  registration
requirements.

This press release shall not constitute an offer to sell or the  solicitation of
an offer to buy, nor shall there be any sale of the notes in any jurisdiction in
which such offer,  solicitation  or sale would be unlawful prior to registration
or qualification under applicable securities laws, or absent the availability of
an exemption from such registration or qualification requirements.






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