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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
November 14, 2000
Date of Report (Date of earliest event reported)
SHARED TECHNOLOGIES CELLULAR, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-13732 06-1386411
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
100 Great Meadow Road, Suite 104, Wethersfield, Connecticut 06109
(Address of principal executive offices)
(860) 258-2500
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On November 14, 2000, Shared Technologies Cellular, Inc. executed a
definitive agreement and plan of merger with SATX, Inc. pursuant to which SATX,
Inc. will merge into Shared Technologies Cellular, Inc. and shareholders of
SATX, Inc. will receive 17 million shares of the surviving company. Consummation
of the transaction is subject to satisfaction of specified conditions including
the approval of the shareholders of both companies, receipt of $30 million of
working capital financing for the surviving corporation and obtaining fairness
opinions and regulatory approvals. There can be no assurance that the proposed
transaction will be consummated.
The Agreement and Plan of Merger is attached as Exhibit 10 and incorporated
by reference herein. Shared Technologies Cellular, Inc. issued the press release
attached as Exhibit 99 and incorporated by reference herein.
Item 7. Exhibits.
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
(10) Agreement and Plan of Merger By and Between Shared
Technologies Cellular, Inc. and SATX, Inc. dated as
of November 14, 2000
(99) Press Release dated November 15, 2000
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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.
Dated: November 16, 2000
SHARED TECHNOLOGIES CELLULAR, INC.
By: /s/ Anthony D. Autorino
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Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
(10) Agreement and Plan of Merger By and Between Shared Technologies
Cellular, Inc. and SATX, Inc. dated as of November 14, 2000
(99) Press Release dated November 15, 2000
