SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
AMENDMENT NO. 3 TO CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report: February 13, 1997.
Tel-Com Wireless Cable TV Corporation
(Exact Name of Registrant as specified in its charter)
Florida 0-25896 59-317814
(State of Incorporation) (Commission file No.) (IRS Employer ID No.)
501 Grandview Avenue, Suite 201, Daytona Beach, FL 32118
(Address of Principal Offices)
Registrant's telephone number: (904) 226-9977
This Report amends the Current Report dated February 12,
1996 as amended by Amendment to Current Report on Form 8-K/A
dated February 23, 1996, as further amended by Amendment No.
2 to Current Report on Form 8-K/A dated May 20, 1996.
Item 2. Acquisition or Disposition of Assets
On February 12, 1997, Tel-Com Wireless Cable TV
Corporation (the "Company") and Melvin Rosen entered in an
agreement ("Agreement") providing for the restructuring of
that certain Promissory Note (the "Note") dated February 23,
1996, in the original principal amount of $2,000,000, given
by the Company to Mr. Rosen. A copy of the Agreement is
attached hereto as Exhibit 2.
Under the terms of the Agreement, the Company will make
payment of $675,000 toward reduction of the principal
balance of the Note on or before February 23, 1997. The
remaining principal balance, plus accrued interest thereon,
will be paid on or before February 28, 1998, provided that,
with an additional payment of $100,000, the Company may
extend such maturity date for an additional period of six
(6) months.
As consideration for the restructuring of the Note, the
Company agreed to issue to Mr. Rosen 100,000 shares of its
common stock, par value $.001 per share.
Item 7. Financial Statements and Exhibits.
Schedule of Exhibits.
Exhibit 2. Letter Agreement dated February 12,
1997, between the Company and Melvin Rosen.
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.
Tel-Com Wireless Cable TV
Corporation
Date: February 13, 1997 By: /s/ Fernand L.
Duquette
Fernand L. Duquette,President
Exhibit 2.
Tel-Com Wireless Cable TV Corporation "TCC"
a NASDAQ listed company
501 N. Grandview Avenue, Suite 201, Daytona Beach, Florida
32118
February 12, 1997
VIA FACSIMILE
Mr. Melvin Rosen
1931 NE 163rd Street
Miami, FL 33162
Re: Tel-Com Wireless Cable TV Corporation (the
"Company")
Dear Mel:
This letter sets forth the proposal of the Company for
the restructuring of the payment of the Promissory Note (the
"Note") dated February 23, 1996, given by the Company and
payable to your order. The terms for this restructuring are
as follows:
1. The Company will make a payment of $675,000 toward
reduction of the principal balance of the Note on or before
February 23, 1997.
2. The remaining principal balance of $1.325 million, plus
accrued interest at the applicable federal rate, short-term,
will be paid on February 23, 1998; provided that, for a
payment of $100,000, the maturity date will be extended an
addition six (6) months. During such additional extension
period, interest will accrue at the prime rate published by
the Wall Street Journal plus 2%, and be payable monthly.
3. As consideration for deferring the remaining principal
balance of the Note, the Company will issue you 100,000
shares of its common stock and will grant piggy-back
registration rights. In addition, the 121,212 shares of
common stock issued to you and held in escrow will be
released from escrow.
4. In the event that the Company completes a secondary
public offering of its common stock for a gross amount of at
least $5,000,000 prior to the maturity date of the Note, the
Company will deposit an amount sufficient to satisfy the
Note in an escrow account with a mutually acceptable escrow
agent providing for the release of these funds at the
scheduled maturity date.
5. The Tel-Com - Rosen Trust will be modified
appropriately to reflect the terms set forth in this
proposal. Such modification will be subject to approval by
Rosen's counsel. The Company agrees to pay the Trustee's
fee until the Note is paid.
6. The Company will provide a complete release of all
claims it might have against you with respect to the Costa
Rica transaction. Such release will be subject to approval
of Rosen's counsel.
7. In the event the Company defaults in the payment of the
remaining balance of the Note as set forth in paragraph 2,
the Company will transfer back to you the assets of the Tel-
Com - Rosen Trust; However, any equipment owned or used by
the Company or its subsidiaries shall not be included in the
assets of the Tel-Com - Rosen Trust and shall be retained by
the Company or its designee.
If these terms are acceptable, please confirm your
acceptance by signing where indicated below and returning
your signature to me via fax. Upon receipt of your signed
agreement to these terms, we will undertake to modify the
appropriate agreements. Until such time as the agreements
have been modified, terms of this letter shall constitute
binding agreements of the parties.
Sincerely,
TEL-COM WIRELESS CABLE TV
CORP.
By: /s/ Fernand L. Duquette
Fernand L. Duquette,
President
THE FOREGOING TERMS ARE ACCEPTED AND AGREED TO THIS 12th DAY
OF FEBRUARY, 1997.
By: /s/ Melvin Rosen
Melvin Rosen
FLD/Ims
Approved by Tel-Com Wireless Cable TV Corporation Board of
Directors
/s/ Dennis J. Devlin Date: February
13, 1997
Dennis J. Devlin
/s/ Richard Crowley Date: February 13,
1997
Richard Crowley
/s/ Richard Vega Date: February 13,
1997
Richard Vega
