SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
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) February 21, 1997
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AvTel Communications, Inc.
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(Exact name of registrant as specified in its charter)
Commission File No. 0-27580
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Utah 87-0378021
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
130 Cremona Drive, Santa Barbara, California 93117
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 805-685-0355
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(Former Name or Former Address, if changed since last report)
Information to be Included in the Report
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
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On February 21, 1997, the Registrant, through its wholly owned
subsidiary, Hi, Tiger, Inc., a Utah corporation ("HTI"), completed a transaction
in which it acquired 100% of the issued and outstanding capital stock of
WestNet Communications, Inc., a California corporation ("WNC"), for
consideration consisting of $100,000 in cash, HTI's secured promissory notes in
the aggregate original principal amount of $157,000 and 35,000 shares of the
Registrant's $.001 par value common stock.
The acquisition was consummated in accordance with the terms of an
Agreement dated February 1, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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A. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
It is impracticable, as of the date this report is required to have
been filed, for the Registrant to provide, for the business acquired, the
required Financial Statements for the year ended September 30, 1996, the three
month period commencing October 1, 1996, for the period commencing May 1, 1995,
the date the business acquired commenced operations and ending September 30,
1995. The Registrant intends to file the required Financial Statements under
cover of Form 8-K/A as soon as practicable; but not later than 60 days after the
date this report must have been filed.
B. PRO FORMA FINANCIAL INFORMATION.
The Registrant hereby incorporates by reference the Consolidated Pro Forma
Balance Sheets and Consolidated Pro Forma Statements of Operations set forth in
the Consolidated Financial Statements under Item 1, "Financial Statements" of
the Registrant's report on Form 10-QSB for the quarter ended December 31, 1996,
as filed with the Commission on February 19, 1997.
C. EXHIBITS.
2.1 Stock Purchase Agreement, dated as of February 1, 1997, by and
among Hi, Tiger, Inc., a Utah corporation (the "Company" or "HTI"), AvTel
Communications, inc., a Utah corporation and the holder of all the issued and
outstanding capital stock of the Company ("AvTel"), WestNet Communications,
Inc., a California corporation ("WNC"), Theodore E. Padova, Howard M. Tamaroff
and Christiana G. Bryson, Hallas Color Photo Lab, Inc., dba Image Source, Inc.,
a California corporation, Joseph P. and Lisa Gerardin, James D. Hennigan,
Kathleen Sweeney Jonsson and Alan J. Noelle (collectively, "Shareholders").
20. Press Release dated February 25, 1997, announcing acquisition of
WestNet Communications, Inc., a California corporation.
27. Financial Data Schedule./(none)/
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.
AV TEL COMMUNICATIONS, INC.
By: /s/ Anthony E. Papa Date: March 5, 1997
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Anthony E. Papa
President and Chief Executive Officer
By: /s/ James P. Pisani Date: March 5, 1997
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James P. Pisani
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officers)