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): May 31, 1997
ELECTRONICS COMMUNICATIONS CORP.
(Exact name of Registrant as specified in its Charter)
Delaware 1-13764 11-2649088
(State of Incorporation) (Commission File (IRS Employer
Number) Identification No.)
10 Plog Road, Fairfield, New Jersey 07004
(Address of Principal Executive Office, including Zip Code)
Registrant's telephone number, including area code: (201) 808-8862
Former name or former address, if changed since last report: N/A
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On May 28, 1997, the Company's Board of Directors unanimously adopted
Resolutions authorizing and directing that the Company put into effect and
consummate a 12-to-1 reverse stock split of its $.05 par value Common Stock, in
exchange for its new $.60 par value Common Stock, and a 3-to-1 reverse stock
split of the Company's Series B Preferred Stock, each to be effective as of the
close of business on July 31, 1997.
On July 31, 1997, pursuant to filings and notifications with NASDAQ and
the Boston Stock Exchange, the 12-to-1 reverse stock split of the Company's
Common Stock was announced and put into effect. As a result, shareholders of
record at the close of business on July 31, 1997 will be entitled and will be
required to exchange twelve (12) shares of the Company's $.05 par value Common
Stock for each one (1) share of the Company's newly issued $.60 par value Common
Stock. Instructions and notices regarding such exchange are being issued to the
Company's shareholders by the transfer agent and registrar, American Stock
Transfer & Trust Company. For a period of approximately twenty (20) days from
today, the Company's Common Stock will trade under the symbol "ELCCD", to denote
a new issue. From and after August 28, 1997, the Company's symbol will return to
"ELCC."
As the same time, the Company's transfer agent shall advise and instruct
the holders of the Company's Class A Common Stock Purchase Warrants that as a
result of the 12-to-1 Common Stock reverse, such holders will now be required to
tender and exchange twelve (12) Class A Warrants for each one (1) share of new
$.60 par value Common Stock sought to be converted, together with a conversion
price of $27.00 (i.e., 12 x the prior conversion price of $2.25 for each share
to be converted and purchased).
Also on July 31, 1997, the Company effected a 3-to-1 reverse stock split
of its non- publicly traded Series B Preferred Stock.
On July 31, 1997, the Company issued a press release concerning these
circumstances. (See Exhibit "A".)
EXHIBIT TO FORM 8-K
July 31, 1997 press release regarding the 12-to-1 reverse stock split of
the Company's $.05 par value Common Stock, issuance of new $.60 par value Common
Stock, and requirement that twelve (12) Class A Warrants are now required to be
tendered to purchase one (1) share of the Company's new $.60 par value Common
Stock, together with a $27.00 conversion price.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: July 31, 1997
ELECTRONICS COMMUNICATIONS CORP.
By: /s/ William S. Taylor
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William S. Taylor, President
PRESS RELEASE: For Immediate Release
CONTACT: Les Winder
(201) 808-8862
ELECTRONICS COMMUNICATIONS CORP.
ANNOUNCES 12-1 REVERSE STOCK SPLIT
FAIRFIELD, N.J., July 31 -- Electronics Communications Corp (NASDAQ; ELCC) today
announced that its Board of Directors, in an effort to spur interest in the
Company's stock, and to enhance shareholder value, had authorized a 12-to-1
reverse stock split of its $.05 par value Common Stock. The new Common Stock
certificates will have a $.60 par value. Holders of the Company's Class A
Warrants (NASDAQ; ELCCW) may convert their Warrants into the $.60 par value
Common Stock by presenting twelve Class A Warrants and the payment of a $27.00
conversion price for each share of new $.60 par value Common Stock sought to be
purchased and issued.
For a period of approximately twenty (20) days from today, the Company's Common
Stock will trade under the symbol "ELCCD", to denote a new issue. From and after
August 28, 1997, the Company's symbol will return to "ELCC."
William S. Taylor, the Company's president noted: "Our ongoing efforts to build
out and operate our digital paging network and personal communications services
("PCS") infrastructure require a strong market for the Company's stock. I
believe this action by the Board of Directors will have a positive effect on
those efforts and the Company's future."
Electronics Communications Corp., located in Fairfield, New Jersey is a wireless
communications service provider which owns and operates a digital,
state-of-the-art Glenayre (NASDAQ; GEMS) FlexTM paging network and holds six
Federal Communications Commission PCS licenses for areas of Vermont, Maine, New
Hampshire, New York and Pennsylvania. These licenses cover approximately 1.6
million people and allow the Company to build and operate a PCS wireless
communications service. PCS is often referred to as the next generation of
wireless communications.
For more information, please contact Les Winder, Executive Vice President of
Electronics Communications Corp., at (201) 808-8862.
