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UNITED STATES
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 20, 2002
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XeTel Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-27482 74-2310781
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2105 Gracy Farms Lane
Austin, TX 78758
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (512) 435-1000
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(Former name or former address, if changed since last report)
Item 5. Other Matters.
On November 20, 2002, XeTel Corporation (the "Company") announced in a Current
Report on Form 8-K that it would adopt modified reporting to the Securities and
Exchange Commission in light of (i) its intention to liquidate, (ii) its limited
capital and manpower resources, (iii) its inability to continue filing such
reports without unreasonable effort and expense, (iv) its belief that modified
reports will provide adequate information to interested parties and (v) other
factors. The Company announced that it intends to file, under cover of a Current
Report on Form 8-K, copies of the monthly operating reports required to be filed
with United States Trustee ("U.S. Trustee") and the United States Bankruptcy
Court for the Western District of Texas, Austin Division (the "Bankruptcy
Court") in lieu of continuing to file Annual Reports on Form 10-K and Quarterly
Reports on Form 10-Q under Section 13(a) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"). The Company will file these reports on
Form 8-K within 15 calendar days of the date the monthly operating report is
filed with the U.S. Trustee and the Bankruptcy Court.
On December 20, 2002, the Company submitted to the U. S. Trustee and the
Bankruptcy Court its Chapter 11 monthly operating report for fiscal month ended
November 23, 2002 (the "Monthly Report"). The Monthly Report is filed as Exhibit
99.1 to this report and incorporated herein by this reference.
As a result of the Company's filing for bankruptcy and its intention to
liquidate, the Company has adopted modified financial reporting principles and
no longer prepares its financial statements in accordance with generally
accepted accounting principles ("GAAP"). Further, the Company's financial
statements, and the schedules thereto, included in the Monthly Report have not
been prepared on a liquidation basis as required by GAAP. Preparation of the
financial statements and schedules on a liquidation basis of accounting would
result in material adjustments to the financial statements and schedules.
Consequently, no representation is made regarding the sufficiency of the
financial statements and schedules.
The Company cautions readers not to place undue reliance upon the information
contained in the Monthly Report. The Monthly Report contains information that
has not been audited or reviewed by independent accountants, and is in a format
prescribed by the applicable bankruptcy laws that does not correspond to GAAP.
The information contained in the Monthly Report may be subject to future
adjustment or reconciliation. The Monthly Report also contains information for
periods that are shorter or otherwise different from those contained in standard
reports filed pursuant to the Exchange Act. The information set forth in the
Monthly Report should not be viewed as representative of the Company's overall
financial condition or results of operations for the period presented, or the
Company's operating results for future periods.
In its Current Report on Form 8-K filed on November 1, 2002, the Company
announced that it is liquidating all of its assets and that holders of its
common stock will not receive, and will not be entitled to receive, any
distributions at the conclusion of the Company's bankruptcy proceedings by
virtue of their status as a common stockholder. Accordingly, the Company expects
that its outstanding common stock will be cancelled at the conclusion of its
bankruptcy proceedings. Furthermore, the Company expects that the proceeds of
its liquidation will not be sufficient to repay its unsecured creditors in full.
No assurance can be given as to what values, if any, these liabilities will be
given in the bankruptcy.
This Current Report on Form 8-K and the Monthly Report may include
forward-looking statements subject to various assumptions regarding the
Company's anticipated liquidation or anticipated distributions that may not be
realized and are subject to significant business, judicial, economic and
competitive uncertainties and potential contingencies, including those described
in this report, many of which are beyond the Company's control. Consequently,
such matters should not be regarded as a representation or warranty by the
Company that such matters will be realized. Actual results may differ materially
from the results contemplated in any forward-looking statement and the Company
undertakes no obligation to update or revise any such statement or Monthly
Report.
The results of the Company's planned liquidation and related distributions and
the Company's liquidity and capital resources are subject to a number of risks
and uncertainties including, but not limited to, the following: matters
affecting the timing and amounts of anticipated distributions to creditors; the
ability of the Company to maximize asset value and control expenses; and
potential adverse developments with respect to the Company's activities.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
The following financial statements and exhibits are filed as part of this
report, where indicated:
(a) Financial statements of the business acquired. Not applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits.
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Exhibit No. Description
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99.1 Chapter 11 Monthly Operating Report for the fiscal month
ending November 23, 2002.
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.
XeTel Corporation
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(Registrant)
December 23, 2002 /s/ Angelo DeCaro, Jr.
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Date Angelo DeCaro, Jr.
President and Chief Executive Officer