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: November 27, 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)) |
Item 7.01. Regulation FD Disclosure |
On November 27, 2007, we posted on our website a presentation of our strategy and |
financial guidance for the upcoming fiscal years, including the timing of our proposed name |
change of the Company to Pervasip Corp., which was approved at our last shareholders’ meeting. |
The presentation is available on our website, www.pervasip.com. |
The information contained herein and in the accompanying exhibit is being furnished |
pursuant to "Item 7.01 Regulation FD." The information contained herein and in the |
accompanying exhibit shall not be incorporated by reference into any of our filings with the |
Securities and Exchange Commission (“SEC”), whether made before or after the date hereof, |
regardless of any general incorporation language in such filing, unless expressly incorporated by |
specific reference to such filing. The information in this report, including the exhibit hereto, shall |
not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as |
amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the |
Securities Act of 1933, as amended. |
SAFE HARBOR STATEMENT |
The information contained in this Current Report on Form 8-K (including the exhibit |
hereto) should be read in conjunction with our filings made with the Securities and Exchange |
Commission. This Current Report on Form 8-K (including the exhibit hereto) contains “forward- |
looking statements” within the meaning of the federal securities laws. These forward-looking |
statements are intended to qualify for the safe harbor from liability established by the Private |
Securities Litigation Reform Act of 1995. Forward-looking statements are those that do not relate |
solely to historical fact. They include, but are not limited to, any statement that may predict, |
forecast, indicate or imply future results, performance, achievements or events. Words such as, |
but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” |
“projects,” “likely,” “will,” “would,” “could” and similar expressions or phrases identify |
forward-looking statements. |
All forward-looking statements involve risk and uncertainties. The occurrence of the |
events described, and the achievement of the expected results, depend on many events, some or |
all of which are not predictable or within our control. Actual results may differ materially from |
expected results. |
In light of these risks and uncertainties, expected results or other anticipated events or |
circumstances discussed in this Current Report on Form 8-K might not occur. We undertake no |
obligation, and specifically decline any obligation, to publicly update or revise any forward- |
looking statements, whether as a result of new information, future events or otherwise. |
See the section entitled “Risk Factors” in our Annual Report on Form 10-K for the fiscal |
year ended November 30, 2006 as filed with the SEC for a more complete discussion of these |
risks and uncertainties and for other risks and uncertainties. Those factors and the other risk |
factors described therein are not necessarily all of the important factors that could cause actual |
results or developments to differ materially from those expressed in any of our forward-looking |
statements. Other unknown or unpredictable factors also could harm our results. Consequently, |
there can be no assurance that actual results or developments anticipated by us will be realized | ||
or, even if substantially realized, that they will have the expected consequences to, or effects on, | ||
us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on | ||
such forward-looking statements. | ||
NON-GAAP FINANCIAL MEASURES | ||
Item 7.01 of this Current Report on Form 8-K includes the financial measure operating | ||
cash flow, which is a non-GAAP financial measure. Operating cash flow, as it is used in this | ||
document, is meant to be net income plus net interest expense, income taxes, depreciation and | ||
amortization. Operating cash flow is not a recognized term under GAAP and does not purport to | ||
be an alternative to operating income as a measure of operating performance as it does not | ||
consider certain cash requirements, such as dividend payments and debt service requirements. | ||
Because all companies do not use identical calculations, the presentation of operating cash flow | ||
may not be comparable to other similarly titled measures of other companies. | ||
Item 9.01 Financial Statements and Exhibits. | ||
(d) | Exhibits. | |
99.1 Financial Guidance Presentation | ||
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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: November 27, 2007 | By: | /s/ Paul H. Riss | ||
Paul H. Riss | ||||
Chief Executive Officer | ||||
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