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 26, 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 2.01. | Completion of Acquisition or Disposition of Assets. | |
As previously reported on December 14, 2006, the Company entered into | ||
definitive purchase agreements (“Agreements”) to sell two wholly-owned subsidiaries that are | ||
operating as Competitive Local Exchange Carriers (“CLECs”), New Rochelle Telephone Corp. | ||
and Telecarrier Services, Inc., to CYBD Acquisition, Inc. and CYBD Acquisition II, Inc., two | ||
wholly-owned subsidiaries of Cyber Digital, Inc. (“Purchaser”), a publicly traded company. The | ||
Company completed the sale of the CLECs on June 26, 2007, effective June 1, 2007. | ||
Item 3.02. | Unregistered Sales of Equity Securities. | |
In conjunction with the disposition of assets set forth above under Item 2.01, the | ||
Company sold 808,000 shares of its common stock, par value $0.10 per share, (“Common | ||
Stock”) to Cyber Digital, Inc. for $275,000. The proceeds of the sale were used to retire the | ||
unpaid balance of a February 2005 note due to Laurus Master Fund, Ltd. The shares were not | ||
registered under the Securities Act of 1933, as amended, or any state securities laws due to | ||
exemptions from registration under the Securities Act pursuant to Section 4(2). No underwriting | ||
fees or commissions were paid by the Company in connection with such sale. | ||
SECTION 8 – OTHER EVENTS | ||
Item 8.01 | Other Events. | |
On June 26, 2007, the Company issued a press release announcing the sale of two of its | ||
wholly owned subsidiaries, New Rochelle Telephones Corp. and Telecarrier Services, Inc. A | ||
copy of the press release is attached hereto as Exhibit 99.1. |
SECTION 9 – FINANCIAL STATEMENT AND EXHIBITS | ||||||
Item 9.01 | Financial Statements and Exhibits. | |||||
(b) | Pro Forma Financial Information | |||||
Pro forma financial information, if any, required by this item will be filed by amendment | ||||||
within the required time period from the date hereof. | ||||||
(c) | Exhibits. | |||||
Number | Documents | |||||
99.1 | Press release of eLEC Communications Corp. dated June 26, 2007. |
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: | July 2, 2007 | By: | /s/ Paul H. Riss | |||||||
Paul H. Riss | ||||||||||
Chief Executive Officer | ||||||||||
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Exhibit 99.1 |
For Immediate Release |
eLEC Sells Legacy CLEC Businesses to Focus on |
Opportunities with its Proprietary VoIP Solution |
WHITE PLAINS, NY, June 26, 2007– eLEC Communications Corp. (OTCBB: ELEC) today |
announced that it has closed on the sale of its two CLEC subsidiaries, New Rochelle Telephone Corp. |
and Telecarrier Services, Inc., to subsidiaries of Cyber Digital, Inc. By divesting itself of its legacy |
public switched telephone network (PSTN) based assets, eLEC has transitioned itself to a pure Internet- |
based calling provider via its wholly-owned subsidiary, VoX Communications Corp., which is located in |
Celebration, Florida. |
Paul Riss, CEO of eLEC, stated, “This divestiture transaction is significant to us in several ways. By |
selling our CLEC subsidiaries, we are now only a facilities-based IP carrier, instead of a landline reseller, |
and we now use exclusively our own IP technology, instead of renting someone else’s technology. We |
are pleased that we will be able to record a gain on the sale of the subsidiaries of approximately $1.5 |
million. In addition, as part of the transaction we sold 808,000 shares of our restricted stock at a price of |
$0.34 per share to Cyber Digital in exchange for its assumption of an additional $275,000 in debt that we |
were obligated to pay in full on February 8, 2008. By selling the subsidiaries and fully retiring a note |
due in 2008, we have increased the equity section of our balance sheet by approximately $1.8 million.” |
VoX’s President and CIO, Mark Richards, added, “We are very pleased to announce this sale, which has |
taken a long time to bring to fruition. This sale was always a significant step in our long-term strategic |
plan, as we eagerly transition out of the legacy PSTN businesses into the new age of facilities-based Web |
calling and IP services. We continue to be extremely confident in our strategic direction as VoX |
continues to emerge as a viable technology solution that our wholesale customers can rely on. We also |
are continuing to execute upon our strategic goal as a wholly-IP-based company by selling our own |
products on our own technology, which furnish a global reach for our services. In addition, we are |
continuing to attract large opportunities and have high expectations that we will be able to meet or |
exceed our goals. We believe VoX will emerge as a leader and not a follower in the wholesale VoIP and |
IP services market and we remain very confident in our mission.” |
About VoX Communications Corp. |
VoX is a wholly-owned subsidiary of eLECCommunications Corp. (OTCBB:ELEC), which has |
received approval to change its name to Pervasip Corp. VoX provides an integrated suite of IP- |
based communications services and offers wholesale broadband voice, origination and |
termination services for cable operators, carriers, ISPs, CLECs, resellers and other wireless and |
wireline operators, as well as enhanced VoIP telephone service to the small business and |
residential marketplace. For more information, visit www.voxcorp.net and www.pervasip.com. |
This press release contains statements (such as projections regarding future performance) that are |
forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. |
Actual results may differ materially from those projected as a result of certain risks and |
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uncertainties, including but not limited to those detailed from time to time in the Company's |
filings with the Securities and Exchange Commission. |
# # # |
For more information, please contact: |
Paul Riss |
eLEC Communications |
914-682-0214 |
phriss@elec.net |
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