SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) :
June 19, 1995
SHARED TECHNOLOGIES INC.
DELAWARE 0-17366 87-0424558.
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number Identification No.)
Incorporation)
100 Great Meadow Road, Suite 104
Wethersfield, CT. 06109.
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 258-2400
Total number of sequentially numbered paged in this filing,
including exhibits hereto: 1 of 3
Item 2. Acquisition or Disposition of Assets
On June 19, 1995, Shared Technologies Inc.'s majority-owned
subsidiary Shared Technologies Cellular, Inc., ("STC" or the
"Company"), completed its acquisition of the outstanding capital
stock of Cellular Hotline, Inc. ("Hotline") for $617,000. The
$617,000 was comprised of $367,000 in cash, paid at closing, and
the issuance of 50,000 shares of the Companys' Common Stock, $.01
par value ("Shares"). The Company used a portion of the proceeds
from its April 21, 1995 Public Offering for the cash portion of the
purchase. At the discretion of the former Hotline stockholders,
STC is required to repurchase all or a portion of the Shares for
$5.00 per share, at any time during the period commencing three
months and ending six months after June 19, 1995. STC has the
right to repurchase all or a part of the Shares for $6.00 per share
during the same period. Additional at closing, STC issued Options
to purchase 50,000 additional shares of the Companys' Common Stock,
$.01 par value, exercisable at $7.50 per share for three years. The
agreement provides for additional payments based upon attaining
certain levels of activation revenues, as defined, over a one year
period.
The former stockholders of Hotline are as follows:
1. S. Robert Pye
2. James Green
3. Triad Capital Partners, Inc.
4. The North Fork Group
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired
(i)The required audited financial statements for the period
December 31, 1994 and 1993 will be filed as soon as practicable
and, in any case, within 60 days of the date of the filing of this
Current Report on Form 8-K.
(ii)Unaudited balance sheet of Cellular Hotline, Inc. as of May 31,
the related unaudited statement of income, and cash flow for the
periods ended May 31, 1995 will be filed as soon as practicable
and, in any case, within 60 days of the date of the filing of this
Current Report on Form 8-K
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(b) Pro Forma financial information
The required pro forma financial information will be filed as soon
as practicable and, in any event, within 60 days of the date of the
filing of the Current Report on Form 8-K.
(c) Exhibits
Exhibit No. Description
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10.1 Stock Purchase Agreement
dated June 19, 1995.
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.
Shared Technologies Inc.
By: /s/Vincent DiVincenzo
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Vincent DiVincenzo
Chief Financial Officer
Date: June 30, 1995
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