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 May 12, 1999
(Date of earliest event reported) (May 11, 1999)
USCI, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-22282 13-3702647
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6115-A Jimmy Carter Blvd., Norcross, Georgia 30071
(Address of principal executive offices) (Zip Code)
(770) 840-8888
(Registrant's telephone number including area code)
(Former name or former address if changed since last report)
<PAGE>
Item 5.
On May 11, 1999, the Registrant issued the following press
release:
"USCI, Inc. Announces the Signing of Agreement with its Preferred
Stockholders and the Restructuring if its Outstanding Credit
Facility
NORCROSS, Ga.--May 11, 1999--USCI, Inc. (OTCBB:USCM - news)
announced today that it has concluded an agreement with the holders
of all of the outstanding shares of Preferred Stock of the Company.
Pursuant to the Agreement, the Company has agreed to convert an
aggregate of $1.5 million stated value of its Preferred Stock into
75 million shares of the Company's Common Stock at $0.02 per share,
the then prevailing conversion price under certain series of the
Preferred Stock.
The Agreement also provides that all defaults with respect to the
Preferred Stock have been waived, all future dividends accruing to
the Preferred Stock have been waived, and all of the options and
warrants held by the holders of the Preferred Stock have been
cancelled.
Additionally, a Preferred Shareholder and certain other persons have
entered into a Participation Agreement with Foothill Capital Corp.
in connection with the restructuring of the outstanding $20 million
credit facility provided by Foothill Capital Corp. to USCI's wholly-
owned subsidiary, Ameritel Communications, Inc. An aggregate of $7
million has been made available by the participants in the Foothill
facility as term loans. Although the limit of the credit facility
has been reduced from $20 million to $17.5 million, the $7 million
allocated for term loans will be available for working capital upon
certain conditions. Two million dollars has already been advanced.
The balance of the $10.5 million limit has been structured as part
revolver, part term loan and part letters of credit.
The Agreement with the holders of the Preferred Stock also provides
that the current Board of Directors of the Company will be replaced
and a new Chief Executive Officer not as yet named will replace
Bruce A. Hahn as CEO, at his request. Mr. Hahn has agreed to remain
an executive officer of the Company to devote his energies to the
continued development and execution of the Company's new prepaid
cellular and e-commerce business strategies.
The Company also reported that it has retained Howard Zuckerman as
an independent consultant with respect to Company operations and to
assist in negotiating settlements with its trade creditors.
Considerable progress has been made in reaching agreements with
trade creditors to settle outstanding claims and structure long-term
payment plans. Mr. Zuckerman is continuing to restructure the
operations of the Company and negotiate settlements with trade
creditors on behalf of the Company and for his services, the
Company, as part of the compensation, issued to Mr. Howard Zuckerman
for investment 5,000,000 shares of the Company's Common Stock.
<PAGE>
USCI, Inc., through its wholly-owned subsidiary, is a non-facilities
based carrier of wireless services. Its Ameritel subsidiary provides
wireless coverage and billing to consumers for analog and digital
cellular service, debit cellular service and paging service. The
Company is now focusing on the introduction of prepaid cellular
services that will target direct response marketing, specialized
channels of distribution and the previously announced e-commerce
site that will be deployed in the near future.
NOTE: In addition to historical information, this release contains
forward-looking statements made in good faith by the Company
pursuant to the ``safe harbor'' provisions of the Private Securities
Litigation Reform Act of 1995, including, but not limited to, those
statements regarding the Company's business plans. Although the
Company believes that the expectations reflected in such forward-
looking statements are reasonable, it can give no assurance that
such expectations will prove to be correct. Readers are cautioned
not to place undue reliance on these forward-looking statements as
they are based on the Company's current expectations and are subject
to a number of risks, uncertainties and assumptions relating to the
Company's business and results of operations, competitive factors,
shifts in market demand and other risks and uncertainties,
including, in addition to those outlined in Exhibit 99.1 to the
Company's latest Quarterly Report, uncertainties with respect to
changes or developments in social, business, economic, industry,
market, legal and regulatory circumstances and conditions and
actions taken or omitted to be taken by third parties, including the
Company's customers, suppliers, competitors and stockholders and
legislative, regulatory, judicial and other governmental
authorities. The Company undertakes no obligation to revise these
forward-looking statements to reflect events or circumstances that
arise after the date hereof.
Contact:
USCI, Inc.
Robert J. Kostrinsky, (770) 840-8888"
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.
USCI, Inc.
(Registrant)
By: /s/ Robert J. Kostrinsky
Robert J. Kostrinsky
Executive Vice President
May 12, 1999
