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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): June 24, 1997
MIDCOM Communications Inc.
(Exact name of registrant as specified in its charter)
Washington
(State or other jurisdiction of incorporation or organization)
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000-26118 91-1438806
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(Commission File Number) (I.R.S Employer Identification No.)
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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 3 pages.
Exhibit Index at page 3.
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Item 5. Other Events
On June 24, 1997 MIDCOM Communications Inc. (the "Company") issued a
press release disclosing that it has received notification from NASDAQ that a
hearing has been scheduled to determine whether the Company's common stock will
continue to be listed on the NASDAQ National Market. 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 June 24, 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: June 24, 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
99.1 Press release dated June 24, 1997.
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FOR IMMEDIATE RELEASE
Contact: Steven P. Goldman
Vice President and General Counsel
206/628-8070
MIDCOM REPORTS PENDING NASDAQ REVIEW
SOUTHFIELD, MI (June 24, 1997) -- MIDCOM Communications Inc. (NASDAQ: MCCI)
today reported that it has received notification from NASDAQ that a hearing has
been scheduled to determine whether MIDCOM's common stock will continue to be
listed on the NASDAQ National Market. The basis for the hearing is the
Company's current failure to meet NASDAQ's net tangible asset requirement for
listed companies. The hearing will be held at NASDAQ headquarters in
Washington, D.C. on July 17. It is likely that a decision will be issued
shortly after that date. In the interim, MIDCOM's common stock will continue
to be listed on the NASDAQ National Market.
"It's not unusual for fast-growing companies in industries such as
telecommunications to fail to meet the net tangible asset requirement," said
William H. Oberlin, president and chief executive officer of MIDCOM. "MIDCOM's
performance has continued to improve since the arrival of new management one
year ago, highlighted by our success in reversing downward trends in revenue,
gross margin and EPS in the first quarter of 1997. We expect continued
improvement going forward, and we're eager to demonstrate those prospects to
NASDAQ," he added.
No assurance can be given that MIDCOM's common stock will continue to
be listed on NASDAQ. Should NASDAQ elect to delist MIDCOM's common stock, such
action may have an adverse effect on the liquidity, trading price and ability
to obtain quotations on a timely basis for the common stock. In such
circumstances, it is unlikely that MIDCOM would be able to provide advance
notice to holders of common stock before the delisting occurs.
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Forward-Looking Statements
Statements expressed or implied in this news release concerning future
results or expectations, including statements concerning the NASDAQ hearing or
expected improvements in MIDCOM's performance, are forward-looking statements.
Actual results could differ materially from those expressed or implied by such
forward looking statements as a result of known or unknown risks, uncertainties
and other factors, including MIDCOM's ability to generate sufficient working
capital and increase sales and other risks identified in MIDCOM's Annual Report
on Form 10-K for the year ended December 31, 1996 as well as risks described
from time to time in MIDCOM's other filings with the Securities and Exchange
Commission, news releases and other communications.
Founded in 1989, MIDCOM 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.
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