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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
Annual Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 1996
Commission File number 0-24098
UStel, Inc.
(Name of Small Business Issuer in its charter)
Minnesota 95-4362330
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification Number)
2775 South Rainbow Blvd., #102. Las Vegas, Nevada 89102
(Address of principal executive offices) (Zip code)
(702) 247-7400
(Issuer's telephone number, including area code)
Securities registered under Section 12(b) of the Exchange Act: None
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $0.01 par value per share
Check whether the issuer: (1) filed all reports required to be filed
Sections 13 or 15(d) of the Exchange Act during the past 12 months (or such
shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes_X___ No_____.
Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. [ ]
State issuer's revenue for its most recent fiscal year: $22,026,857
As of March 27, 1997, the aggregate market value of the voting stock
held by non-affiliates of the issuer, computed by reference to the closing
sale price at which the stock is quoted as of such date as reported by Nasdaq
was $13,558,312. Shares of Common Stock held by each officer and director and
by each person who owns 10% or more of the outstanding Common Stock have been
excluded in that such persons may be deemed to be affiliates. This
determination of affiliate status is not necessarily conclusive and does not
constitute an admission of affiliate status.
As of March 27, 1997, there were 5,031,851 shares of issuer's Common Stock
outstanding.
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ITEM 13. EXHIBITS
Exhibit
Number Exhibits
2 Merger Agreement and Plan of Reorganization by and among UStel,
Inc., Consortium Acquisition Corporation and Consortium 2000, Inc.
dated August 13, 1996(4)
3.1 Articles of Incorporation of the Company(1)
3.1-a,b (a) Statement of Designation of Preferences and Rights of Series
A Convertible Preferred Stock(2)
(b) Amendment to Statement of Designation of Preferences and
Rights of Series A Convertible Preferred Stock*
3.2 Bylaws of the Company(1)
4.1 Form of Certificate evidencing shares of Common Stock(l)
4.1-a + Form of Warrant Agreement between the Company and American
Transfer & Trust, Inc.
4.2 Form of 12% Convertible Subordinated Debenture(1)
4.3 + Form of Representative's Warrant between the Company and Barber
& Bronson Incorporated
4.4 + Form of Warrant Certificate
4.5 + Form of Unit Certificate
10.1 Federal Communications Commission Order, Authorization and
Certificate dated October 20, 1992(1)
10.3 Carrier Switched Services Agreement between the Company and
WilTel, Inc. dated March 10, 1993(1)
10.3.1 Collocate Agreement with WilTel, Inc., dated January 9, 1995(3)
10.5 Lease Agreement between the Company and California Mart, dated
June 11, 1993(1)
10.12-a,b,c (a) Leases for 3,400 square feet in Las Vegas, Rainbow Interim
Partners, dated June 19, 1995(3)
(b) NY Lease Forty-Seventh-Fifth Company, dated July, 1994(3)
(c) PacTel Meridian Systems, Equipment Agreement, dated April 15,
1994(3)
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Exhibit
Number Exhibit
10.18 Employment Agreement between the Company and Noam Schwartz, dated
February 1, 1994(1)
10.19 Employment Agreement between the Company and Barry Epling,
dated December 1, 1993(1)
10.20 1993 Stock Option Plan(1)
10.21 Form of 1993 Option Agreement(1)
10.22 Stock Option Agreement between Noam Schwartz and Barry Epling,
dated December 1, 1993(1)
10.23 Stock Option Agreement between David Schwartz and Barry Epling,
dated December 1, 1993(1)
10.24+ Employment Agreement between the Company and Abe Sher, as of
January 4, 1996
10.24-a+ Modification to Employment Agreement between the Company and Abe
Sher.
10.25 Consulting Agreement between the Company and Integrated Financial
Consultants ("IFC"), dated November 10, 1995, and Supplement and
Cancellation of Indebtedness Agreement between the Company and
IFC dated January 10, 1996(3)
10.26 Coast Business Credit Agreement, dated as of December 21, 1995(3)
10.28 Consortium 2000 Agreement, dated as of August 5, 1994(3)
10.29 Subscription Documents, 160 Units, January 15, 1996, Form of(3)
10.30 Registered Consulting Group Agreement, dated June 20, 1994(3)
10.33 Robert L. Diener Consulting Agreements, dated November 1, 1995,
August 15, 1995(3)
10.34 Service Agreement between the Company and Cardservice
International, dated December 21, 1993(3)
10.35 Interconnect Agreement between the Company and Euronet
International, dated December 17, 1994(3)
10.37 Service Agreement between the Company and Digital Communications
of America, Inc., dated October 14, 1992(3)
10.38 Carrier Transport and Switched Services Agreement, dated December
15, 1993(4)
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Exhibit
Number Exhibit
10.39 Telecommunication Services Agreement between the Company and
WilTel, Inc., dated July 25, 1994, Confidential Redacted
Version (3)
10.41 Registration Rights Agreement, dated August 14, 1996 between the
Company and Consortium 2000 Shareholders (exhibit 10.1 to the
Company's report on Form 8-K filed with the SEC on August 27,
1996)(4)
10.42 Registration Rights Agreement, dated August 14, 1996 between the
Company and Noam Schwartz, David Schwartz, the RGB 1993 Family
Trust and the TAD 1993 Family Trust (exhibit 10.2 to the Company's
report on Form 8-K filed with the SEC on August 27, 1996)(4)
10.43+ Promissory Note, and ancillary agreement, between the Company and
Kamel B. Nacif, dated February 29, 1996
10.44+ Beverly Hills Switching Equipment Letter Agreement, among the
Company, Barry Epling individually and d/b/a TYC and TYC, Inc.,
dated June 5, 1996
10.45+ Form of Employment and Non-Disclosure Agreement between the
Company and Danny Knoller, dated September 1, 1996
10.46+ Consulting Agreement between the Company and Vanguard
Consultants, Inc., dated August 1, 1996
10.47+ Indemnification Agreement between the Company and Noam Schwartz,
dated August 2, 1996
10.48+ Letter Agreement between the Company and Consortium 2000, Inc.,
dated August 7, 1996
10.49+ Amendment Number One to Loan and Security Agreement, Secured
Promissory Note and Amended and Restated Secured Promissory
Note between the Company and Coast Business Credit, dated
September, 1996
10.50+ WilTel, Inc. Extension Documents:
(a) promissory note, dated September 10, 1996
(b) security agreement, dated September 19, 1996
(c) letter agreement, dated December 27, 1996
10.51+ Sublease between Consortium 2000, Inc., and Primedex Corporation,
dated September 25, 1993
10.52+ Sales Agency Agreement between Consortium 2000, Inc., and
WorldCom, Inc., d/b/a/ LDDS WorldCom, dated June 1, 1995
Confidential Redacted Version
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Exhibit
Number Exhibit
10.53+ Hertz Technologies, Inc., Marketing Agreement and Amendments No.
1 and 2 thereto, between Consortium 2000, Inc., and Hertz
Technologies, Inc., dated July 7, 1995 Confidential Redacted
Version
10.54+ Distributor Program Agreement and Amendment No. 1 and 2 thereto,
between Consortium 2000, Inc., and LCI International Telecom
Corp., dated November 3, 1994, January 31, 1996 and March 26,
1996, respectively, Confidential Redacted Versions
10.55+ Marketing Services Agreement between Consortium 2000, Inc. and
New Enterprise Wholesale Telephone Services, Limited Partnership,
dated August 15, 1994, Confidential Redacted Version
10.56+ Consortium 2000 and Call Points, Inc. Agreement between
Consortium 2000 and Call Points, Inc., dated September 7, 1995,
Confidential Redacted Version
10.57+ Client Contract among Consortium 2000, Inc., Verifications Plus
and Advanced Data Com, Inc., dated January 24, 1996, Confidential
Redacted Version
10.59+ Promissory Note, Commercial Security Agreement and Letter
Agreement between Consortium 2000, Inc., and City National Bank,
dated May 28, 1996, May 28, 1996 and May 30, 1996, respectively
10.60-a,b,c,d+(a) Letter Agreement between the Company and Jeflor, Inc.,
dated June 10, 1996
(b) Subordinated Convertible Debenture, dated June 19, 1996
(c) Warrant, dated June 21, 1996
(d) Guaranty of Loan by Noam Schwartz, Ronnie Schwartz and
Haskel Iny, dated June 17, 1996
10.61+ Form of Employment and Non-Disclosure Agreement between the
Company and Robert B. Diener, effective as of August 15, 1996
10.62+ Form of Employment and Non-Disclosure Agreement between the
Company and Jerry Dackerman, effective as of August 15, 1996
10.63+ Form of Employment and Non-Disclosure Agreement between the
Company and Wouter van Biene, effective as of August 15, 1996
10.64+ Form of Indemnification Agreement between the Company and Robert
B. Diener, effective as of August 15, 1996
10.65+ Form of Indemnification Agreement between the Company and Jerry
Dackerman, effective as of August 15, 1996
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Exhibit
Number Exhibit
10.66+ Form of Indemnification Agreement between the Company and Wouter
van Biene, effective as of August 15, 1996
10.67+ Form of Financial Consulting Agreement between the Company and
BC Capital Corp.
+ Previously filed as an exhibit and incorporated by reference to the
Company's Registration Statement and Amendments No. 1 through 3 on
Form SB-2 (Registration No. 333-12981) declared effective February
14, 1997.
(1) Incorporated by reference to the Company's Registration Statement and
Amendments No. 1 through No. 2 on Form SB-2 (Registration No.
33-75210-LA) declared effective June 21, 1994.
(2) Incorporated by reference to the Company's 10-KSB for the year ended
December 31, 1995, filed with the SEC on April 16, 1996 commission file
0-24098; same exhibit number.
(3) Incorporated by reference to the Company's Amendment No. 1 to 10-KSB
for the year ended December 31, 1995 filed with the SEC on August
27, 1996 commission file 0-24098.
(4) Incorporated by reference to the Company's report on Form 8-K, filed
with the SEC on August 27, 1996.
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SIGNATURES
In accordance with the requirements of Section 13 or 15(d) 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.
UStel, INC.
Date March 31, 1997 By: /s/ Robert L. B. Diener
----------------------------
Robert L. B. Diener
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons in the capacities and
on the dates indicated.
/s/ Robert L. B. Diener Dated March 31, 1997 Chairman of the Board
- ------------------------ Chief Executive Officer
Robert L. B. Diener and Director (Principal
Executive Officer)
/s/ Jerry Dackerman Dated March 31, 1997 President, Chief
- ------------------------ Operating Officer and
Jerry Dackerman Director
/s/ Wouter van Biene Dated March 31, 1997 Executive Vice President
- ------------------------ Chief Financial Officer
Wouter van Biene and Director (Principal
Financial Officer)
Dated Executive Vice President
- ------------------------ ----------------- Assistant Secretary and
Barry K. Epling Director
/s/ Royce Diener Dated March 31, 1997 Director
- ------------------------
Royce Diener
Dated Director
- ------------------------ -----------------
Noam Schwartz
Dated Director
- ------------------------ -----------------
Andrew J. Grey
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