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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): SEPTEMBER 9, 1996
MIDCOM COMMUNICATIONS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
WASHINGTON
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
000-26118 91-1438806
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
1111 THIRD AVENUE, SUITE 1600, SEATTLE, WASHINGTON 98101
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(206) 628-8000
(REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE)
PAGE 1 OF 5 PAGES.
EXHIBIT INDEX AT PAGE 4.
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Item 5. Other Events
NOTICE OF ANNOUNCEMENT OF TERMS OF UNREGISTERED OFFERING
On September 6, 1996, MIDCOM Communications Inc. (the "Company") issued
a press release under Securities and Exchange Commission Rule 135c giving notice
of the terms of an unregistered private offering of an additional $12,743,000 of
convertible subordinated notes due in 2003. The additional notes were issued as
a result of the exercise by certain initial purchasers of an overallotment
option in connection with the Company's previously announced private offering of
$85,000,000 of convertible subordinated notes on August 22, 1996. The text of
that press release is included with this report as Exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press release dated September 6, 1996, issued under
Securities and Exchange Commission Rule 135c giving
notice of the terms of an unregistered offering of
convertible subordinated notes.
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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 hereunto duly authorized.
MIDCOM COMMUNICATIONS INC.
Dated: September 9, 1996 By: /S/ Paul P. Senio
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Paul P. Senio
Vice President and General Counsel
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MIDCOM COMMUNICATIONS INC.
EXHIBIT INDEX
to Interim Report on Form 8-K
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99.1 Press release dated September 6, 1996, issued under Securities 5
and Exchange Commission Rule 135c, giving notice of the terms
of an unregistered offering of convertible subordinated notes.
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MIDCOM NEWS EXHIBIT 99.1
CONTACT: Robert J. Chamberlain Paul P. Senio
Chief Financial Officer General Counsel
(206) 628-5174 (206) 628-4900
MIDCOM COMMUNICATIONS INC.
ANNOUNCES CLOSING OF ADDITIONAL $12,743,000 PRIVATE PLACEMENT
SEATTLE, WA (SEPTEMBER 6, 1996) -- MIDCOM Communications Inc. (NASDAQ: MCCI)
today announced the closing of a private placement of an additional $12,743,000
of convertible subordinated notes. The additional notes were issued as a result
of the exercise by certain initial purchasers of an over-allotment option
granted in connection with the company's previously announced private placement
of $85 million of convertible subordinated notes which closed on August 22,
1996.
The notes bear interest at the rate of 8-1/4 percent and the principal
amount of the notes, due August 15, 2003, may be converted, at the option of the
holders, into shares of MIDCOM common stock at a conversion price of $14.0875
per share subject to certain adjustments. The notes are redeemable, in whole or
in part, at the option of MIDCOM at any time after August 15, 2001.
The notes were offered on behalf of MIDCOM to qualified institutional
buyers under SEC Rule 144A, in private transactions to certain accredited
investors and under Regulation S in offshore transactions to certain non-U.S.
persons. The notes have not been registered under the Securities Act of 1933 and
may not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
Founded in 1989, MIDCOM provides a broad range of telecommunications
services to small and medium-sized businesses nationwide. The company is
headquartered in Seattle, Washington and has regional offices throughout the
nation. MIDCOM currently invoices approximately 125,000 customer locations per
month.
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