FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.
Date of Report (Date of earliest event reported) December 3, 1998.
DCI Telecommunications, Inc.
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(Exact name of registrant as specified in its charter)
Colorado 2-96976-D 84-1155041
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
611 Access Road, Stratford, CT 06615
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(Address of principal executive offices)
Registrant's telephone number, including area code:(203) 380-0910
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(Former name or former address, if changed since last report.)
Item 5. Other Events
On December 3, 1998, DCI announced the signing of a Master
Service Agreement with IXC Communications, Inc. A copy of the
first two pages of the agreement, including signature page is
enclosed. The remainder of the agreement contains confidential
rate information which cannot be publicly disclosed.
MASTER SERVICE AGREEMENT
This Agreement for telecommunications services is made as of
the date of last execution below (the "Effective Date") and
entered into by and between IXC Communications Services, Inc.,
a Delaware corporation with its principal place of business at
1122 Capital of Texas Hwy. South, Austin, Texas 78746
("Supplier"), and DCI Telecommunications, Inc., a Colorado
corporation with its principal place of business at 611 Access
Road South, Stratford, Connecticut 06615 ("Customer").
WHEREAS, Customer desires to obtain telecommunications services
as described below (the "Service") from Supplier, and Supplier
is willing to provide the Service for the rates attached
hereto.
NOW, THEREFORE, Customer and Supplier hereby mutually agree as
follows:
CREDIT REQUIREMENTS:
Dedicated Supplier Account. On December 1, 1998, Customer
provided a payment to Supplier in the amount of $2,000,000.00
to be applied towards Usage Charges to Customer under a prior
agreement beginning November 24, 1998 and under this Agreement
commencing upon execution. Commencing on the Effective Date of
this Agreement, Customer shall deposit any monies owed to
Customer from Customers prepaid and debit card agents and
resellers into a Dedicated Supplier Account at CitiBank,
Maryland (the "Bank") owned by the Customer, and authorize the
Supplier to make automatic clearing house fund transfers from
such account to the account of Supplier according to the terms
and conditions set forth herein. The Bank shall provide both
Customer and Supplier with all records and statements with
respect to the Dedicated Supplier Account each month. Supplier
shall be entitled to receive from the account up to one-hundred
percent (100%) of the amount then being due Supplier (the
"Supplier Dedicated Account Payment") as payment for the
Services. Once a month (the "Comparison Date") Supplier shall
compare the Supplier Dedicated Account Payment with the amount
then owed for the Services provided hereunder and shall provide
a copy of such comparison to Customer within seven (7) days of
the Comparison Date. In the event that the Supplier Dedicated
Account Payment exceeds the amount owed to Supplier during any
month for the Services provided hereunder, Supplier shall
credit Customer the excess within ten (10) days of the
Comparison Date. In the event that the Supplier Dedicated
Account Payment is insufficient to cover the amount owed to
Supplier for the Services provided hereunder, (the aggregate
amount by which the payments have been insufficient is referred
to as the "Shortfall"), Customer shall continue to owe Supplier
any additional amount remaining due. Supplier shall have the
right upon forty-eight (48) hours notice to audit Customers
books and records, including, without limitation, Customers
invoicing records, to assure Customers compliance hereunder.
Customer shall be responsible for all fees and expenses
associated with said Dedicated Supplier Account.
SERVICE, TERM AND RATES: Supplier agrees to provide and
Customer agrees to purchase Service(s) indicated below. This
agreement, including any terms and conditions, addenda,
schedules, supplements or exhibits which are attached hereto
and incorporated herein, constitutes the entire agreement (the
"Agreement") by Supplier and Customer pertaining to the subject
matter(s) hereof and supersedes all prior and contemporaneous
agreements and understandings in connection herewith. -
Service Type:
Switched Service: Broadband Service:
________ Xclusive ____________ ATM
____X___ Xnet LATA ____________ Frame Relay
________ Xnet LEx ____________ Network Management
Services Private
Line Service: ____________ Training ___X____ Digital
Customer Interface:
________ Optical ____________ Rack Space & Power
____________ Shelf Space
_____X______ Collocation*
*To be provided under a separate Rack Space Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement as
of the date last written below.
IXC Communications DCI Telecommunications, Inc.
Services, Inc.
BY: Leo Welsh By: Larry Shatsoff
Name: Leo Welsh Name: Larry Shatsoff
Title: Pres - Wholesale Title: V.P. - COO
Date: 12/3/98 Date: 12/3/98
Full Business Address: Full Business Address:
1122 Capital of Texas Hwy. South 611 Access Road
Austin, Texas 78746-1050 Stratford, Connecticut 06615
Telephone: 512-427-3700 Telephone: 203-380-0910
Facsimile: 512-328-7902 Facsimile: 203-380-0915
Billing Contact:
Telephone:
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
DCI Telecommunications, Inc.
Joseph J. Murphy
__________________________
Joseph J. Murphy
President
Date: January 14, 1998