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
Date of Report (Date of earliest event reported) October 1, 1996
ROSEVILLE COMMUNICATIONS COMPANY
(Successor to Roseville Telephone Company)
(Exact Name of Registrant as Specified in Its Charter)
California 4813 68-0365195
(State or Other (Primary Standard (I.R.S. Employer
Jurisdiction of Industrial Classification Identification No.)
Incorporation or Code Number)
Organization)
211 Lincoln Street, Roseville, California 95678
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (916) 786-6141
Roseville Telephone Company
(Former name or former address, if changed since last report.)
Item 5. Other Events
On June 16, 1995, at the Annual Meeting of Shareholders of Roseville
Telephone Company, Securities and Exchange Commission File Number 0-556
("Roseville"), Roseville's shareholders approved an Agreement and Plan of
Reorganization dated March 30, 1995 (the "Reorganization") among Roseville,
Roseville Communications Company, formerly known as Roseville ComTech (the
"Company"), and a wholly-owned subsidiary of the Company ("Reorganization
Sub"). The Reorganization was subject to certain conditions precedent and
approvals including the approval of the California Public Utilities
Commission. The California Public Utilities Commission issued its Order
authorizing the Reorganization on July 17, 1996. The Reorganization was
effected on October 1, 1996.
Prior to the effectiveness of the Reorganization, the Common Stock of
Roseville was registered pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (the "1934 Act"). By virtue of the Reorganization,
(i) each share of Roseville Common Stock which was issued and outstanding
or held in treasury of Roseville immediately prior to the Reorganization
was automatically converted into one share of the Company's Common Stock,
(ii) each share of the Company's Common Stock issued and outstanding
immediately prior to the Reorganization was automatically cancelled and
retired, and (iii) each share of Reorganization Sub Common Stock issued and
outstanding immediately prior to the Reorganization was automatically
converted into one share of Roseville Common Stock. As a result of the
Reorganization, the Company in effect replaced Roseville as the publicly-
held corporation, and each shareholder of Roseville immediately before the
Reorganization owned, immediately after the Reorganization, the same number
of shares of Common Stock of the Company as such shareholder owned of
Roseville Common Stock immediately before the Reorganization, and Roseville
became a wholly-owned subsidiary of the Company. The Directors of
Roseville also currently serve as Directors of the Company.
Pursuant to Rule 12g-3(a) promulgated under the 1934 Act, where, in
connection with a succession by merger, equity securities of an issuer not
previously registered pursuant to Section 12 of the 1934 Act are issued to
the holders of any class of equity securities of another issuer which is
registered pursuant to Section 12 of the 1934 Act, the class of securities
so issued is deemed to be registered under Section 12 of the 1934 Act. As
a result of the Reorganization, the Company succeeded Roseville as a
publicly-held corporation with its Common Stock being deemed registered
under Section 12 of the 1934 Act.
Prior to the Reorganization, the Company had no operations and had assets
consisting solely of an immaterial cash balance required for its minimum
capitalization. Accordingly, no financial statements of the Company are
presented in this Current Report. In addition, no pro forma consolidated
financial statements of the Company are included herein because such
statements would reflect no differences from the consolidated financial
statements of Roseville filed previously with the Securities and Exchange
Commission pursuant to Section 13 or 15 (d) of the 1934 Act.
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 hereunto duly authorized, in the City of Roseville, County of
Placer and State of California, on October 1, 1996.
ROSEVILLE COMMUNICATIONS COMPANY,
formerly known as Roseville ComTech,
as successor to Roseville Telephone Company
By: /s/ ROBERT L. DOYLE
Robert L. Doyle
Chairman of the Board
By: /s/ BRIAN H. STROM
Brian H. Strom
President and
Chief Executive Officer
