SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 6, 1997
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MICROTEL INTERNATIONAL, INC.
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Exact name of registrant as specified in charter
Delaware 1-10346 77-0226211
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(State or other jurisdiction (Commission (IRS Employer)
of incorporation) File Number) Identification No.)
2040 Fortune Drive, San Jose, California 95131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code (408) 435-8520
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On January 6, 1997, MicroTel International, Inc. (the "Company"),
entered into an Agreement and Plan of Merger (the "Merger Agreement"), with XIT
Acquisition, Inc. ("Sub"), and XIT Corporation (formerly XCEL
Corporation)("XIT"). The transaction, which has been approved by the respective
Board of Directors of both companies, will be a tax-free exchange of securities
in which XIT will merge into Sub, a newly formed, wholly-owned subsidiary of the
Company. XIT shareholders, optionholders, and warrantholders will obtain shares
or the right to acquire shares of the common stock of the Company equal to 65%
of the fully-diluted ownership of the Company after the merger. Total common
shares outstanding after the merger will approximate 8.5 million. Upon
consummation of the merger, Carmine T. Oliva, Chairman and Chief Executive
Officer of XIT will become Chairman and Chief Executive Officer of the Company
and Jack Talan, the Company's current Chairman and Chief Executive Officer and
XIT's Board of Directors will comprise the new Board of Directors of the
Company. The merger is subject to and will become effective after the approval
of the shareholders of XIT, which process is expected to be completed within 60
days.
XIT, a private, closely-held company with vertically integrated
operations in the U.S., England and Japan, designs, manufactures and markets
information display and input products and printed circuit boards for the
international telecommunications, medical, industrial and military/aerospace
markets. For its fiscal year ended September 30, 1996, XIT earned $1,142,000 on
revenues of $31,249,000 (unaudited).
EXHIBITS
Exhibit 1 Agreement and Plan of Merger by and Among MicroTel
International, Inc., XIT Acquisition, Inc. and XIT Corporation,
dated as of December 31, 1996
Exhibit 2 Financial Statements (to be filed by amendment)
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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 thereunto duly authorized.
MICROTEL INTERNATIONAL, INC.
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(registrant)
Dated: January 21, 1997 By: /s/JACK TALAN
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Jack Talan,
Chairman
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