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) June 15, 1998
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TOUCH TONE AMERICA, INC.
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(Exact name of registrant as specified in its charter)
California 000-27834 33-0424087
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1771 E. Flamingo Road, Building B, Suite 200, Las Vegas, NV 89119
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(Address of principal executive offices)
Registrant's telephone number, including area code: (702) 792-2500
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
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On May 27, 1998, Touch Tone America, Inc. announced that the acquisition
agreement between Touch Tone America, Inc. and Orix Global Communications,
Inc. was terminated. Orix Global Communications, Inc. cited a number of
undisclosed liabilities as the reason to terminate the transaction,
including a $1.4 million WorldCom claim against Touch Tone. Despite
diligent efforts by Touch Tone, a settlement with WorldCom was not
achieved.
The Board of Directors have voted unanimously to proceed with the unwinding
of the transaction between Touch Tone America, Inc. and Orix Global
Communications, Inc. in a manner which will insure a smooth transition for
the new management team. Paul R. Schmidt has agreed to act as President
of Touch Tone America, Inc.
ITEM 6. RESIGNATION OF DIRECTORS
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As a result of the termination of the acquisition agreement, all seven
board members of the Registrant have resigned. Kerry Rogers, President, CEO
and Director of Touch Tone America, Inc. tendered his resignation along
with Robert A. Michel, Executive Vice President, Secretary and Director, W.
Bruce Voss, Vice President and Director; Eckley M.Keach, Director; Edward
D. Wirth, Jr., Director; Larry C. Cornwell, Director; and N. Bruce Walko,
Director.
ITEM 7. EXHIBITS
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99.1 Press Release dated May 27, 1998.
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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.
Dated: June 15, 1998 TOUCH TONE AMERICA, INC.
By: /s/ Paul R. Schmidt
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Paul R. Schmidt, Acting President
EXHIBIT 99.1
PRESS RELEASE
TOUCH TONE ANNOUNCES THE
TERMINATION OF THE MERGER AGREEMENT
WITH ORIX GLOBAL COMMUNICATIONS, INC.
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Las Vegas, Nevada, May 27, 1998 - (Nasdaq: TONE and TONEW) ("Touch Tone")
Touch Tone America, Inc. announced today that the acquisition agreement
between Touch Tone America, Inc. and Orix Global Communications, Inc. has
been terminated.
Orix Global Communications, Inc. cites a number of undisclosed liabilities
as the reason to terminate the transaction, including a $1.4 million
WorldCom claim against Touch Tone. Despite diligent efforts by Touch Tone,
a settlement with WorldCom was not achieved.
Touch Tone America, Inc. is a provider of telecommunications service. ORIX
Global Communications, Inc. operates as a reseller of communication network
equipment and circuits, and provides voice, Internet, data, video and
wireless services in the U.S. and international markets.
This news release may contain forward-looking statements which are subject
to risks and uncertainties. These statements may differ materially from
actual future events or results. Additional information concerning
potential risk factors that could affect the company's business and
financial results are included in the company's filings with the Securities
and Exchange Commission under the Securities Exchange Act of 1934.
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