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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): May 1, 1997
MIDCOM Communications Inc.
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(Exact name of registrant as specified in its charter)
Washington
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(State or other jurisdiction of incorporation or organization)
000-26118 91-1438806
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(Commission File Number) (I.R.S Employer Identification No.)
1111 Third Avenue Seattle, Washington 98101
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(Address of principal executive offices)
(206) 628-8000
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(Registrant's telephone number, including area code)
Page 1 of 4 pages.
Exhibit Index at page 3.
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Item 5. Other Events
On May 1, 1997 MIDCOM Communications Inc. (the "Company") issued a
press release disclosing an agreement in principal to settle a class action
lawsuit and an arbitration decision related to the repurchase of shares of the
Company's common stock from the Company's former President. 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 May 1, 1997.
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: May 1, 1997 By:/s/ Steven P. Goldman
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Steven P. Goldman
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 May 1, 1997.
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Contact: Steven P. Goldman Teresa C. Stackpole
Vice President/General Counsel Director, Corporate Communications
206/628-8070 206/628-6115
MIDCOM ANNOUNCES SETTLEMENT OF CLASS ACTION SUIT;
REPORT RESULTS OF ARBITRATION
SEATTLE, WA (May 1, 1997)--MIDCOM Communications Inc. (NASDAQ: MCCI) today
announced that its board of directors has unanimously approved the terms of a
proposed settlement of the securities class action lawsuit pending against the
company, the vice chairman of the board and two of its former officers. The
settlement would resolve the claims, asserted on behalf of the class, relating
to MIDCOM's initial public offering in July 1995 and the company's restatement
of third quarter 1995 earnings. The settlement is subject to court approval,
which is expected to occur in the second half of 1997.
Commenting on the settlement, MIDCOM's vice president and general
counsel, Steven P. Goldman, said, "We have vigorously defended the case, but
the proposed settlement, which admits no liability or fault, enables MIDCOM
management to fully focus on its on-going turn-around strategy without the
inevitable expense and distraction associated with this kind of litigation."
Under the settlement agreement, MIDCOM's insurer will provide a $1.0
million payment and MIDCOM will issue approximately 420,000 shares of common
stock, subject to possible adjustments.
The company also announced the successful conclusion of arbitration
which established the price for the redemption of 885,360 shares of the
company's common stock held by its former president and chief executive officer
at $6.80 per share, representing a discount from the value of the shares as of
the date of his resignation. The payments will be made over a period of 36
months, commencing May 15, 1997.
Founded in 1989, MIDCOM Communications Inc. provides a broad range of
telecommunications services to small and medium-sized businesses nationwide.
The company has regional offices throughout the nation and currently invoices
approximately 100,000 customer locations per month.
