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: June 8, 2007 | ||
(Date of earliest event reported) | ||
eLEC COMMUNICATIONS CORP. | ||
(Exact name of Registrant as specified in its charter) | ||
New York | ||
(State or other jurisdiction of incorporation) | ||
0-4465 | 13-2511270 | |
(Commission File No.) | (I.R.S. Employer | |
Identification No.) |
75 South Broadway, Suite 302 |
White Plains, New York 10601 |
(Address of principal executive offices; zip code) |
(914) 682-0214 |
(Registrant’s telephone number, including area code) |
N/A |
(Former Name or Former Address, if changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the | ||
filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. | ||
below): | ||
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
¨ | Pre-commencement communications pursuant to Rule 14-2(b) under the Exchange Act (17 | |
CFR 240.14d-2(b)) | ||
¨ | Pre-commencement communications pursuant to Rule 13-4(e) under the Exchange Act (17 | |
CFR 240.13e-4(c)) |
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS | ||
Item 1.01. | Entry into a Material Definitive Agreement. | |
On June 8, 2007 the Company entered into Amendment No. 4 to the definitive | ||
purchase agreements (“Agreements”) to sell two wholly-owned subsidiaries that are operating as | ||
competitive local exchange carriers, New Rochelle Telephone Corp. and Telecarrier Services, | ||
Inc., to two wholly-owned subsidiaries of Cyber Digital, Inc., CYBD Acquisition, Inc. and | ||
CYBD Acquisition II, Inc. The purpose of amending the Agreements was to extend the Outside | ||
Date (as defined in the Agreements) from May 31, 2007 to June 22, 2007. | ||
Item 5.02. | Departure of Directors or Principal Officers. | |
On June 8, 2007, the Company terminated the employment of a Named Executive, | ||
Michael H. Khalilian. | ||
Item 8.01. | Other Events. | |
The shareholders approved Proposals 2 through 6 at the annual shareholders’ | ||
meeting, and elected four of the five directors who were nominated for the director positions. | ||
Greg M Cooper, Gayle Greer, Paul H. Riss and S. Miller Williams were elected. | ||
SECTION 9 – FINANCIAL STATEMENT AND EXHIBITS | ||||||
Item 9.01 | Financial Statements and Exhibits. | |||||
(c) | Exhibits. | |||||
Number | Documents | |||||
10.1 | Amendment No. 4, dated June 8, 2007, to Stock Purchase Agreement | |||||
dated as of December 14, 2006 by and among eLEC Communications | ||||||
Corp., CYBD Acquisition, Inc. and Cyber Digital, Inc., with respect to the | ||||||
stock of New Rochelle Telephone Corp., as amended to date. | ||||||
10.2 | Amendment No. 4, dated June 8, 2007, to Stock Purchase Agreement | |||||
dated as of December 14, 2006 by and among eLEC Communications | ||||||
Corp., CYBD Acquisition II, Inc. and Cyber Digital, Inc., with respect to | ||||||
the stock of Telecarrier Services, Inc. as amended to date. |
SIGNATURES |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the |
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly |
authorized. |
eLEC COMMUNICATIONS CORP. | ||||||||||
Date: | June 12, 2007 | By: | /s/ Paul H. Riss | |||||||
Paul H. Riss | ||||||||||
Chief Executive Officer | ||||||||||
2 |