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): January 2, 1998
INTERNATIONAL TELECOMMUNICATION DATA SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-21519 06-1295986
(Commission File Number) (IRS Employer Identification No.)
225 High Ridge Road, Stamford, CT 06905
(Address of Principal Executive Offices) (Zip Code)
(203) 329-3300
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 January 2, 1998, pursuant to the terms of a Stock Purchase Agreement
dated as of December 29, 1997 (the "Stock Purchase Agreement"), among
International Telecommunication Data Systems, Inc., a Delaware corporation (the
"Company"), CSC Intelicom, Inc. (now known as ITDS Intelicom Services, Inc.), a
Delaware corporation ("Intelicom") and CSC Domestic Enterprises, Inc., a Nevada
corporation and the sole stockholder of Intelicom (the "Stockholder"), the
Company acquired all the outstanding shares of capital stock of Intelicom. As
payment to the Stockholder of the purchase price, the Company issued 404,449
shares of Common Stock of the Company and made a cash payment of $75,826,777.42.
Prior to the acquisition, the nature of the business of Intelicom was the
provision of billing and customer care software and services, and the Company
intends to continue such business.
The terms of the Stock Purchase Agreement, including the amount of the
consideration paid by the Company, were determined by the Company, Intelicom and
the Stockholder in arms length negotiations. Prior to the closing of this
transaction, there was no material relationship between the Company and
Intelicom and the Stockholder.
The cash portion of the purchase price paid by the Company was obtained
pursuant to a Credit Agreement, dated January 2, 1998 among the Company,
Intelicom, the Lenders party thereto and Lehman Commercial Paper, Inc. as
Administrative Agent and Arranger and from the cash balance of the Company.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of Business Acquired.
It is impracticable to provide the required financial
statements of Intelicom at the time of the filing of this Report. Accordingly,
such financial statements will be filed as soon as practicable, but not later
than March 18, 1998.
(b) Pro Forma Financial Information.
It is impracticable to provide the required pro forma
financial information at the time of the filing of this Report. Accordingly,
such pro forma financial information will be filed as soon as practicable, but
not later than March 18, 1998.
(c) Exhibits
See Exhibit Index.
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.
Date: January 13, 1998 INTERNATIONAL TELECOMMUNICATION
DATA SYSTEMS, INC.
(Registrant)
By: /s/ Peter P. Bassermann
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Peter P. Bassermann, President
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
2.1* Stock Purchase Agreement, dated as of December 29, 1997 by and among
International Telecommunication Data Systems, Inc., CSC Intelicom,
Inc. and CSC Domestic Enterprises, Inc.
99.1 Press Release, as issued by International Telecommunication Data
Systems, Inc. on December 29, 1997.
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* Confidential treatment requested as to certain portions which have been
omitted and filed separately with the Securities and Exchange Commission. For
a list of omitted Exhibits and Schedules, see page (vi) of the Table of
Contents to the Stock Purchase Agreement. The Registrant will furnish a copy
of any omitted exhibit or schedule to the Securities and Exchange Commission
upon request.