-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J5c90/LNsn6rmXnD8Q1p30D8coKbiuUEBHr/L4W0u8G+/cO9s0/tFOq1JJTzxe0C KFJzt8MATR4R3cwYt+dcLA== 0000950152-98-007218.txt : 19980902 0000950152-98-007218.hdr.sgml : 19980902 ACCESSION NUMBER: 0000950152-98-007218 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980825 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980901 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: POWERTEL USA INC CENTRAL INDEX KEY: 0000712803 STANDARD INDUSTRIAL CLASSIFICATION: STEAM & AIR CONDITIONING SUPPLY [4961] IRS NUMBER: 840897771 STATE OF INCORPORATION: DE FISCAL YEAR END: 0228 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-14873 FILM NUMBER: 98702135 BUSINESS ADDRESS: STREET 1: 1000 BIBLE WAY STREET 2: SUITE 40 CITY: RENO STATE: NV ZIP: 89502 BUSINESS PHONE: 7023240922 MAIL ADDRESS: STREET 1: 1000 BIBLE EAY STREET 2: SUITE 40 CITY: RENO STATE: NV ZIP: 89502 FORMER COMPANY: FORMER CONFORMED NAME: NEVADA ENERGY COMPANY INC DATE OF NAME CHANGE: 19960515 8-K 1 POWERTEL USA, INC. 8-K 1 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) August 25, 1998 ---------------- POWERTEL USA, INC. ------------------ (Exact name of registrant as specified in its charter) Delaware 0-14873 84-0897771 - ----------------------------- ------------- -------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 321 W. Lake Lansing Road, Asher Court, Suite 100, E. Lansing, MI 48823 - ------------------------------------------------------------------------------- (Address of principal executive offices -- Zip Code) Registrant's telephone number, including area code (517) 333-5277 ------------------ (Former name or former address, if changed since last report) 1 2 POWERTEL, USA, INC. INDEX Item Number and Caption Page Number - ----------------------------------- Item 5. Other Events. Item 6. Resignation of Registrant's Directors. On August 24, 1998, the Court approved PowerTel's Amended Motion for Leave to File Application for Show Cause Order. The approval of this Motion will allow PowerTel USA, Inc. (PowerTel) to file a Motion for Order to Show Cause and for Judgment of Contempt against Mr. Pattinson Hayton and others in the United States District Court for the District of Columbia, Case No. 88-305-NHJ, in which Mr. Hayton and his agents, assigns, employees and other persons acting in concert or participating with him were permanently enjoined from violating various provisions of the Securities Exchange Act of 1934. After a majority of PowerTel's creditors and shareholders voted in favor of its Plan of Reorganization (Plan), the District Court of Nevada, Reno Division, held a hearing on August 25, 1998 for the purpose of confirming the Plan. An order confirming the Plan is expected on or about September 1, 1998. Upon confirmation of the Plan, the following Agreements will be ratified by the Court: 1. Two stock acquisition agreements, the DiegoTel Stock Acquisition Agreement and the VivaTel Stock Acquisition Agreement; 2. The Ownership/Settlement Agreement that PowerTel had entered into relating to the VivaTel Stock Acquisition Agreement; and 3. The Employment Contracts entered into by PowerTel USA, Inc. Pursuant to the terms of the Plan, the following actions are also to be approved upon confirmation: 1. The election of Jeffrey Hartman as a director of PowerTel, following Larry Herth's resignation from that position; 2. The nullification of the January 1997 amendments to the Articles of Incorporation; 3. The rescission of all Class A common stock issued after May 3, 1996, except as to shareholders who (i) are bona fide purchasers for value, and who (ii) filed a Proof of Interest on or before November 10, 1997, which proof of interest was not disputed by PowerTel; 4. The nullification of the reverse stock split of January 1997; and 5. The nullification of the Brady Geothermal Park Power Partners Security Interest. 2 3 Pursuant to the terms of the Plan, Amended Articles will be filed with the Secretary of State for the State of Delaware to effect the following: 1. Extinguish Series A, B, and C Preferred Shares of Stock; 2. Extinguish Class B Common Stock; 3. Create a Class of Special Stock; 4. Require a 65% vote to amend the Articles of Incorporation; 5. Change the name of the company to WorldCall, Inc.; and 6. Adopt new by-laws. - -------------------------------------------------- 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: 8/31/98 /s/ Michael R. Kassouff, Director ------------------------------- ----------------------------------- Michael R. Kassouff, Director Date: 8/31/98 /s/ Richard A. Cascarilla, Director ------------------------------- ----------------------------------- Richard A. Cascarilla, Director Date: 8/31/98 /s/ Lawrence Herth, Director ------------------------------- ----------------------------------- Lawrence Herth, Director 3 -----END PRIVACY-ENHANCED MESSAGE-----