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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): April 7, 1998
Total-Tel USA Communications, Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 22-1656895
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
Overlook at Great Notch
150 Clove Road
Little Falls, New Jersey 07424
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 812-1100
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Item 5. Other Events
On April 7, 1998, the Board of Directors of Total-Tel USA
Communications, Inc. (the "Corporation") adopted amendments to the By-Laws of
the Corporation that addressed the following issues:
(i) the procedures for the calling of special meetings of the
stockholders,
(ii) the procedures for amending the By-Laws of the Corporation by the
Board of Directors,
(iii) advance notice by stockholders to the Corporation of nominations
for directors or proposals to be made at annual meetings of the
stockholders,
(iv) setting the date for the annual meeting of the stockholders,
(v) the procedures for establishing a record date to determine the
stockholders entitled to consent to corporate action in writing
without a meeting of the stockholders, and
(vi) the updating of corporate information and other clerical
corrections.
The Board of Directors of the Corporation also adopted an Amended and
Restated By-Laws of the Corporation incorporating all of the amendments
discussed above and filed as Exhibit 1 herein.
Item 7. Exhibits.
1. Amended and Restated By-Laws of Total-Tel USA Communications, Inc.
SIGNATURE
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 hereto duly authorized.
TOTAL-TEL USA COMMUNICATIONS, INC.
DATED: April 7, 1998 By: /s/ Warren H. Feldman
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Name: Warren H. Feldman
Title: Chairman and Chief
Executive Officer
EXHIBIT INDEX
Exhibit No. Description
1. Amended and Restated By-Laws of Total-Tel USA
Communications, Inc.