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) April 30, 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)
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Information to be Included in the Report
ITEM 5. OTHER EVENTS
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On April 29, 1997, the Registrant entered into a Stock Exchange
Agreement (the "Exchange Agreement") with Matrix Telecom, Inc., a Texas
corporation ("Matrix") subject to the conditions described below. Pursuant to
the Exchange Agreement, persons or entities who collectively own 100% of the
issued and outstanding common stock of Matrix ("Matrix Stockholders") will
transfer to the Registrant all of their Matrix stock and, in exchange, the
Registrant will issue to the Matrix Stockholders an aggregate of 34,590,049 of
the Registrant's $.001 par value common stock. As a result of the transaction,
the Matrix Stockholders will, after giving effect to the exchange, acquire and
hold approximately 79% of the issued and outstanding common stock of the
Registrant on a fully diluted basis.
The consummation of the transactions under the Stock Exchange
Agreement is subject to the satisfaction of a number of conditions, including
approval of the Registrant's shareholders of the terms and conditions of the
Stock Exchange Agreement and reincorporating the Registrant in the state of
Delaware pursuant to a merger with and into a newly formed Delaware corporation.
The reincorporation merger is also subject to approval of the Registrant's share
holders. The Stock Exchange Agreement also provides for the Registrant to
effect either a reverse stock split prior to the reincorporation merger or
reduce the number of the Registrant's common stock (or other securities
convertible into such common stock) that will be issued to the Registrant's
shareholders in the reincorporation merger to such lesser number of common stock
(or such other securities) as the Registrant and Matrix shall agree.
The Stock Purchase Agreement provides, among other things, for Matrix
to provide to the Registrant an unsecured loan in the maximum aggregate amount
of $500,000, that the transaction is to be treated as a pooling of interest for
financial reporting purposes and that it is intended to be a tax free
reorganization.
Matrix, a domestic and international long distance telephone company
with operations in Dallas, Texas, will continue under the management direction
of its President, Raymond Waters. Anthony E. Papa, President and Chief Executive
Officer of AvTel, and James P. Pisani, AvTel's Executive Vice President and
Chief Operating Officer, will continue in these positions as executive
management of the combined companies.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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C. EXHIBITS. Page Number
In Sequential
Numbering
System
Item 2. Stock Exchange Agreement, dated as of April 29, 4-20
1997, by and between AvTel Communications, ---------
Inc. and Matrix Telecom, Inc.
Item 20 - Press Release dated April 30, 1997 20-21
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Item 27 - Financial Data Schedules. 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.
AVTEL COMMUNICATIONS, INC.
By: /s/ Anthony E. Papa Date: May 19 1997
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Anthony E. Papa
President and Chief Executive Officer
By: /s/ James P. Pisani Date: May 19 1997
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James P. Pisani
Executive Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officers)
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