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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): December 14, 1998
POWERTEL USA, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-14873 84-0897771
(State of incorporation) (Commission (I.R.S. Employer
File Number) Identification No.)
Address of principal executive offices: 321 W. Lake Lansing Road
Asher Court, Suite 100
E. Lansing, MI 48823
Registrant's telephone number: (517) 333-5277
Former name and addresses: Nevada Energy Company, Inc.
510 Castillo Street
Santa Barbara, CA 93101
Phone (805) 884-8350; Fax (805) 884-9221
77-564 B Country Club Drive,
Suite 340
Palm Desert, CA 92260
Phone (619) 772-3100; Fax (619) 772-3132
1000 Bible Way, Suite 40
Reno, Nevada 89502
Phone (702) 324-0922 and (702) 324-5064
321 West Lake Lansing Road
Asher Court, Suite 100
East Lansing, MI 48823
Phone (517) 333-5277; Fax (517) 333-9869
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Item 5. Other Events
On December, 1997, a shareholder's derivative action was commenced in
Chancery Court of Delaware naming PowerTel USA, Inc. as a nominal defendant.
Other defendants included, Charles Cain, Peter Cannell, John Gould and Stefan
Tevis, all former members of the Board of Directors of PowerTel. Litigation in
this proceeding was stayed due to the commencement of involuntary reorganization
pursuant to the United States Bankruptcy Code.
On or about September 15, 1998, the United States Bankruptcy Court, the
District of Nevada confirmed the Plan of Reorganization as submitted by the
Company. Thereafter, the Company entered into a Settlement and Release Agreement
with Messrs. Charles Cain and Peter Cannell, the terms of which are confidential
by Agreement of the parties. As part of this settlement, they have agreed to
cooperate fully with current management in its investigation of entities and
persons who may have damaged the Company. The litigation remains pending with
respect to claims against Defendants Tevis and Gould.
The Company announced today that it has requested that the NASD halt
trading in the Company's Class A Common Shares order that the Company can
implement certain components of its Plan of Reorganization as approved by the
United States Bankruptcy Court for the District of Nevada. The Plan provides for
various action to be taken to restructure the Company's balance sheet,
especially pertaining to its equity capitalization.
In summary, the Plan provides:
1. All Class A Common Shares issued subsequent to May 3, 1996 are
rescinded in order that share ownership is vested in
shareholders of record as of that date, except for certain
shareholders who purchased Shares after May 3, 1996 and filed
a Proof of Interest with the Bankruptcy Court and who followed
certain procedures established by that Court.
2. The 1:6 reverse stock split name change and Share
capitalization effected in January, 1997 is rescinded.
3. The Company's Articles of Incorporation are to be amended.
Through this amendment, among other things, the Series B
Preferred Shares will be canceled and a new class of stock,
"Special Shares" will be established. Five shares of the
"Special Shares" will be issued pursuant to the Plan.
4. The Series B Common Shares, held of record as of August 16,
1996 by Nevada Energy Partners, I, a Nevada Limited
Partnership, are to be converted into Class A Common Shares,
and the 16 Bahamian corporations will be the shareholders of
record on a pro rata basis of such Shares pursuant to a
settlement agreement approved by the Court. As a rewrite of
this
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settlement, the 16 Bahamian corporations will own not more
than 50.0% of the issued and controlling Class A Common
Shares.
5. Up to 35.0% of the issued and outstanding Class A Common
Shares as of the effective date are reserved for issuance to
Mr. David Wallace, revenue produced within a 30 month period
as set forth in the Plan.
6. Creditors holding certain allowed claims may exchange their
claims for Class A Common Shares.
7. Prior to the issuance of the Class A Common Shares to
creditors, the Plan provides that the Company's Board of
Directors will effect a reverse stock split at a ratio to be
determined by the Board of Directors.
In order to effect the foregoing events, and other actions called for
in the Plan of Reorganization, the Company has requested a halt in the trading
of its Class A Common Shares.
The Company predicts that trading will be resumed within 2-4 weeks.
The Company has filed a Restated Certificate of Incorporation changing
its name to WorldCall Corporation pursuant to the Plan.
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EXHIBITS
(1) Letter Dated December 14, 1998 to National Association of Securities
Dealers
(99) Press Release
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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 thereunto duly authorized.
POWERTEL USA, INC.
Date: December 15, 1998 /s/ Michael R. Kassouff
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Michael R. Kassouff, Director
Date: December 15, 1998 /s/ Richard A. Cascarilla
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Richard A. Cascarilla, Director
Date: December 15, 1998 /s/ Jeffrey L. Hartman
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Jeffrey L. Hartman, Director
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