1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 1997 MICROTEL INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-10346 77-0226211 -------- ------- ---------- State or Other Commission File IRS Employer Jurisdiction of Number Identification No. Incorporation or Organization 4290 East Brickell Street Ontario, California 91761 -------------------------------------- -------- Address of Principal Executive Offices Zip Code Registrant's telephone number, including area code: (909) 391-4321 -------------- 2 Item 7. Financial Statements; Pro Forma Information and Exhibits (a) and (b) This Form 8-K/A amends the Form 8-K filed on April 4, 1997 reporting on the Merger between a wholly owned subsidiary of the Registrant and XIT Corporation. The financial statements and pro forma financial information set forth on the attached Index are incorporated herein by reference to MicroTel International, Inc.'s Registration Statement on Form S-1 No. 333-29925. (c) Exhibit 1. Amended Financial Data Schedule. The original Restated Financial Data Schedule, which this Exhibit amends, was filed as Exhibit 27 to Microtel International, Inc.'s Registration Statement on Form S-1 No. 333-29925. 2 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MICROTEL INTERNATIONAL, INC. By: /s/ Carmine T. Oliva Carmine T. Oliva President and Chief Executive Officer Date: June 25, 1997 3 4 Index to Item 7. Financial Statements; Pro Forma Information and Exhibits a) Financial Statements of businesses acquired: Consolidated Financial Statements of MicroTel International, Inc. Independent Auditors' Report (KPMG Peat Marwick LLP) Consolidated Balance Sheets at September 30, 1996 and 1995 Consolidated Statements of Operations for the Years ended September 30, 1996, 1995 and 1994 Consolidated Statements of Stockholders' Equity for the Years Ended September 30, 1996, 1995 and 1994 Consolidated Statements of Cash Flows for the Years Ended September 30, 1996, 1995 and 1994 Notes to Consolidated Financial Statements for the Years Ended September 30, 1996, 1995 and 1994 Consolidated Financial Statement Schedule II- Valuation and Qualifying Accounts for the Years Ended September 30, 1996, 1995 and 1994 Consolidated Condensed Balance Sheets at March 31, 1997 And December 31, 1996 (Unaudited) Consolidated Condensed Statements of Operations for the Three Months Ended March 31, 1997 and 1996 (Unaudited) Consolidated Condensed Statements of Cash Flows for the Three Months Ended March 31, 1997 and 1996 (Unaudited) Notes to Consolidated Condensed Financial Statements (Unaudited) b) Pro forma financial information: Unaudited Pro Forma Combined Condensed Financial Statements Explanatory Description Unaudited Pro Forma Combined Condensed Statement of Operations For the Year Ended September 30, 1996 Unaudited Pro Forma Combined Condensed Statement of Operations For the Three Months Ended March 31, 1997 Notes to Unaudited Pro Forma Combined Condensed Financial Statements c) Exhibits: Exhibit 1. Amended Financial Data Schedule.