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
FEBRUARY 20, 1998
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Date of Report (Date of earliest event reported)
USN COMMUNICATIONS, INC.
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(Exact name of Registrant as specified in its charter)
DELAWARE 333-16265 36-3947804
______________ _____________________ __________________
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
10 SOUTH RIVERSIDE PLAZA, SUITE 401, CHICAGO, ILLINOIS 60606
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(Address of principal executive offices, including zip code)
(312) 906-3600
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On February 20, 1998, pursuant to a Stock Purchase Agreement (the
"Stock Purchase Agreement") dated January 7, 1998, among Mr. Mark Hatten,
Triumph Connecticut Limited Partnership, FSC Corp., Solomon Schechter Day
School of Greater Hartford, Inc. (collectively, "Sellers"), Hatten
Communications Holding Company, Inc. ("HCHC") and the Registrant, the
Registrant acquired all of the issued and outstanding capital stock of HCHC
in exchange for an aggregate cash payment to Sellers of approximately $45.7
million and the repayment of approximately $14.1 million of outstanding
indebtedness of HCHC. The amount of such consideration was determined by
negotiations among the parties and, from the standpoint of the Registrant,
involved consideration of a number of factors, including the financial
condition, earnings and prospects of HCHC and the nature of HCHC's
business. The funds used to finance the transaction were part of the
proceeds from the Registrant's initial public offering of its common stock,
which was consummated on February 9, 1998.
Prior to the transaction, there were no material relationships between
the Sellers and the Registrant or any of the Registrant's affiliates,
directors or officers or any associates of such directors and officers.
Upon the closing of the transactions contemplated by the Stock
Purchase Agreement, HCHC became a wholly-owned subsidiary of the
Registrant. HCHC resells cellular, paging, long distance, local and
Internet services in Connecticut and has been expanding throughout the
Northeast.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Financial Statements of Business Acquired
The audited consolidated financial statements of HCHC for
each of the years ended April 30, 1996 and 1997 are incorporated herein by
reference to the Registrant's Registration Statement on Form S-1 (File No.
333-38381) dated February 3, 1998.
As of this filing, it is impracticable for the Registrant to
provide the unaudited consolidated financial statements of HCHC for the
period ending December 31, 1997. In accordance with the requirements of
Item 7(a) of Form 8-K, the requisite financial statements will be filed
within 60 days of the effective time of the acquisition as a part of a
subsequent filing on Form 8-K.
(b) Pro Forma Financial Information
As of this filing, it is impracticable for the Registrant to
provide the pro forma financial information required by Item 7(b) of Form
8-K. In accordance with the requirements of Item 7(b) of Form 8-K, the
requisite pro forma financial information will be filed within 60 days of
the effective time of the acquisition as a part of a subsequent filing on
Form 8-K.
Exhibits
Exhibit 10.41 Stock Purchase Agreement, dated January 7, 1998, among
Mr. Mark Hatten, Triumph-Capital Limited Partnership,
FSC Corp., Solomon Schechter Day School of Greater
Hartford, Inc., Hatten Communications Holding Company,
Inc. and the Registrant (incorporated herein by
reference to the Registrant's Registration Statement on
Form S-1 (File No. 333-38381) dated February 3, 1998).
SIGNATURES
Pursuant to the requirement 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.
USN COMMUNICATIONS, INC.
March 6, 1998 By: /s/ Thomas A. Monson
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Thomas A. Monson
Vice President, General Counsel
and Secretary
