MIDCOM COMMUNICATIONS INC
10-C, 1996-05-31
TELEPHONE COMMUNICATIONS (NO RADIOTELEPHONE)
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   Form 10-C

                Report by Issuer of Securities Quoted on NASDAQ

                          Interdealer Quotation System

                  Filed pursuant to Section 13 or 15(d) of the
                Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder

                           MICOM COMMUNICATIONS INC.
                               1600 MIDCOM Tower
                               1111 Third Avenue
                               Seattle, WA 98101

                   Issuer's telephone number: (206) 628-8000

                   I.  CHANGE IN NUMBER OF SHARES OUTSTANDING
Indicate any change (increase or decrease) of 5% or more in the number of
shares outstanding:

    1.  Title of security: MCCI, Common Stock par value $0.0001
    2.  Number of shares outstanding before the change:      14,816,530
    3.  Number of shares outstanding after the change:       15,501,062
    4.  Effective date of change: May 23, 1996
    5.  Method of change: Shares issued in connection with exercises of employee
        stock options, the employee stock purchase plan, and acquisitions of
        businesses.

        Give brief description of transaction:

        Issuer has issued a total of 550,958 shares of common stock in
        connection with two acquisitions, and made a true-up adjustment in the
        number of shares utilized in two other prior acquisitions.  The most
        recent acquisition was completed on December 30, 1995.


                         II.  CHANGE IN NAME OF ISSUER

    1.  Name prior to change:                                     N/A
    2.  Name after change:                                        N/A
    3.  Effective date of charger amendment changing name:        N/A
    4.  Date of shareholder approval of change, if required:      N/A

    Date: May 24, 1996




                                        PAUL P. SENIO
                                        --------------------------------------
                                        Paul P. Senio
                                        Vice President & General Counsel


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