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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): August 21, 1997
Communications Central Inc.
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(Exact name of registrant as specified in its charter)
Georgia 0-22730 58-1804173
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1150 Northmeadow Parkway, Suite 118, Roswell, Georgia 30076
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (404) 442-7300
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On August 21, 1997, Communications Central Inc. (the "Company") and InVision
Telecom, Inc. ("InVision"), a wholly-owned subsidiary of the Company, entered
into an Asset Purchase Agreement (the "Agreement") to sell substantially all of
the assets of InVision to Talton Holdings, Inc. for approximately $42 million.
The Agreement is scheduled to close in approximately two weeks and is subject
to certain closing conditions including the consent of the Company's principal
lender and the execution of satisfactory employment agreements with certain
members of InVision's management team.
On September 1, 1997, the Company did not make a $10.5 million payment (the
"Payment") due under its principal credit agreement with First Union National
Bank ("First Union"). Accordingly, the Company is in default under said credit
agreement by virtue of the Payment not being made and as the result of breaching
certain financial covenants contained in said credit agreement. Management of
the Company believes that if the Company can successfully consummate its pending
sale of substantially all of the assets of InVision (as to which no assurance
can be given), the Company will be able to repay all amounts currently due to
First Union. However, the Company believes that it will remain in default under
the credit agreement as the result of continuing to breach certain financial
covenants.
On September 16, 1997, the United States Court of Appeals for the District of
Columbia clarified its opinion rendered on July 1, 1997 concerning the payment
of dial around compensation to payphone service providers ("PSPs"). The July 1
ruling reaffirmed the decision of the Federal Communications Commission ("FCC")
to deregulate the local calling rate as the appropriate methodology for
providing fair compensation to payphone providers for local coin calls and
remanded for further FCC action the interim compensation plan for dial around
calls, as well as the compensation rate per dial around call. The Court's
September 16 clarification held that it intended to vacate those portions of the
FCC's payphone orders setting at $.35 the compensation that interexchange
carriers must pay to PSPs for subscriber 800 and access code calls, both
prescriptively during the interim period beginning November 8, 1996 (which was
calculated based on 131 calls times $.35 at $45.85) and as the default rate on a
per call basis beginning October 7, 1997. The Company has submitted its cost
data into the FCC record and awaits a further ruling on dial around
compensation.
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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 thereunto duly authorized.
COMMUNICATIONS CENTRAL INC.
Date: September 19, 1997 /s/ Rodger L. Johnson
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Rodger L. Johnson
President and Chief Executive Officer
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