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
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Date of report: October 22, 1997
(Date of earliest event reported)
SIRCO INTERNATIONAL CORP.
(Exact name of Registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
0-4465 13-2511270
(Commission File No.) (I.R.S. Employer
Identification No.)
24 Richmond Hill Avenue
Stamford, Connecticut 06901
(Address of principal executive offices; zip code)
(203) 359-4100
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
On October 22, 1997 (the "Transaction Date"), the Sirco International
Corp. (the "Company") acquired from CLEC Holding Corp., a New Jersey corporation
("CLEC"), 3,000,000 shares of common stock, par value $.001 per share (the "CLEC
Common Stock"), of CLEC in consideration of the issuance by the Company of
375,000 shares of common stock, par value $.10 per share ("SIRCO Common Stock"),
of the Company. In the event the closing bid price of a share of SIRCO Common
Stock, as reported by NASDAQ, is less than $6.00 per share for any three
consecutive trading days in the 30-day period following the Transaction Date,
the Company will issue to CLEC promptly following such 30-day period 25,000
shares of SIRCO Common Stock, and if the closing bid price of a share of SIRCO
Common Stock, as so reported, is less than $5.50 per share for any three
consecutive trading days during such 30-day period, the Company will issue to
CLEC promptly following such 30-day period an additional 25,000 shares of SIRCO
Common Stock. In connection with such transaction, CLEC granted to the Company
certain rights to register under the Securities Act of 1933, as amended, the
shares of CLEC Common Stock acquired by the Company.
CLEC was formed in 1991 and was inactive until September 1997, when
CLEC acquired 95% of the capital stock of The Other Phone Company, Inc. ("OPC"),
an integrated telecommunications provider based in Florida. OPC is a reseller of
Bell South services that currently provides local service exclusively in the
State of Florida. The Company has been advised that OPC currently provides
service to approximately 2,000 small business customers with approximately 5,000
local access lines in use, and that OPC currently has an additional 4,000 lines
under contract.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) None.
(b) None.
(c) Exhibits.
Exhibit
Number Exhibit Title
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10.1 Stock Purchase Agreement, dated October 22, 1997, between the Company
and CLEC (as amended).
10.2 Registration Rights Agreement, dated October 22, 1997, between the
Company and CLEC.
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.
Dated: November 4, 1997
SIRCO INTERNATIONAL CORP.
(Registrant)
By: /s/ Paul Riss
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Paul Riss
Chief Financial Officer