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 9, 1998
TOTAL-TEL USA COMMUNICATIONS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-2180 22-1656895
(Commission (I.R.S. Employer
File Number) Identification Number)
Overlook at Great Notch
150 Clove Road
Box 449
Little Falls, New Jersey 07054
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 812-1100
None
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On December 9, 1998, Total-Tel USA Communications, Inc. announced that it
was postponing its Annual Meeting of Shareholders scheduled for December 10,
1998, for the reasons set forth in a press release released on December 9, 1998,
and attached as an Exhibit to this Form 8-K.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired
Not applicable
(b) Pro forma financial information
Not applicable
(c) Exhibits
20(a). Press Release dated December 9, 1998.
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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 hereunto duly authorized.
TOTAL-TEL USA COMMUNICATIONS, INC.
Dated: December 9, 1998 By: /s/ Warren H. Feldman
----------------------------------
Warren H. Feldman, President
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EXHIBIT INDEX
Exhibit Description Page No.
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20(a) Press Release dated December 9, 1998. 5
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EXIBIT 20(a)
CONTACT: Warren Feldman
Total-Tel USA Communications, Inc.
150 Clove Road
Little Falls, NJ 07424
(973) 812-1100
FOR IMMEDIATE RELEASE TOTAL-TEL USA COMMUNICATIONS, INC. ANNOUNCES SETTLEMENT
TALKS WITH GOLD & APPEL TRANSFER, S.A., REVISION, LLC, AND WALTER ANDERSON
Little Falls, New Jersey, December 9, 1998, Total-Tel USA Communications,
Inc. (NASDAQ: TELU) announced today that it is postponing its Annual
Shareholders Meeting originally scheduled for December 10, 1998. The Company
stated that it is currently negotiating to settle litigation brought against the
Company in April by Gold & Appel Transfer, S.A., Revision, LLC, and Walter
Anderson. The negotiations also encompass possible resolution of a proxy contest
led by Mr. Anderson that seeks to replace certain members of the Company's Board
of Directors.
Warren Feldman, Chairman and CEO of Total-Tel, explained that the Company
remains confident of its position in the litigation and in the proxy contest,
but believes the proposed settlement under discussion, if entered, would provide
significant benefits to the Company, including an end to the disruption and
expense caused by litigation and the proxy solicitation.
The shareholders meeting will be rescheduled as soon as practicable to a
date in the near future. Notice of the new date will be furnished to the
shareholders.