-----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, WHXOpAnL+DoWD3WsSCgDYdLc9cikGXf0sXkPHIVYnJs/IrebOzBY6Ow2YDQdKoKG QGiXMj+FJAQc4BjlfMmBow== 0000893220-97-000712.txt : 19970407 0000893220-97-000712.hdr.sgml : 19970407 ACCESSION NUMBER: 0000893220-97-000712 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970326 ITEM INFORMATION: Changes in control of registrant ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970404 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROTEL INTERNATIONAL INC CENTRAL INDEX KEY: 0000854852 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 770226211 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10346 FILM NUMBER: 97575017 BUSINESS ADDRESS: STREET 1: 2040 FORTUNE DR STREET 2: STE 102 CITY: SAN JOSE STATE: CA ZIP: 95131 BUSINESS PHONE: 4084358520 MAIL ADDRESS: STREET 1: 2040 FORTUNE DRIVE STREET 2: STE 102 CITY: SAN JOSE STATE: CA ZIP: 95131 FORMER COMPANY: FORMER CONFORMED NAME: CXR CORP DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K MICROTEL INTERNATIONAL, INC. 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): March 26, 1997 MICROTEL INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter)
Delaware 1-10346 77-0226211 -------- ------- ---------- State or Other Commission File IRS Employer Jurisdiction of Number Identification No. Incorporation or Organization
4290 East Brickell Street Ontario, California 91761 ------------------- ----- Address of Principal Executive Offices Zip Code Registrant's telephone number, including area code: (909) 391-4321 -------------- 2040 Fortune Drive, Suite 102, San Jose, California 95131 ----------------------------------------------------------- Former name or former address, if changed since last report 2 Item 1. Changes in Control of Registrant Pursuant to a Merger (the "Merger") between a wholly owned subsidiary of MicroTel International, Inc. (the "Registrant") and XIT Corporation (see Item 2 below), a Change in Control of the Registrant has occurred. Upon completion of the Merger, the Registrant's current directors (with the exception of Jack E. Talan, who remains on the Board) resigned and were replaced by the four existing directors of XIT. The new Board of Directors consists of Mr. Talan, Carmine T. Oliva, David A. Barrett, Laurence P. Finnegan, Jr. and Robert Runyon. With the consummation of the Merger, there are 9,305,242 shares of the Registrant's Common Stock outstanding, each of which entitles the holder thereof to one vote on each matter which may come before a meeting of the shareholders, and the former XIT shareholders are the owners of approximately 6,119,215 of such shares. The Common Stock is the only issued and outstanding class of securities of the Registrant. Item 2. Acquisition or Disposition of Assets On March 26, 1997, XIT Acquisition Inc. ("XIT Acquisition"), a newly formed and wholly owned subsidiary of the Registrant, merged with and into XIT Corporation ("XIT") (the "Merger"). Pursuant to the Merger, the former shareholders of XIT were issued approximately 6,119,215 shares of Common Stock of the Registrant, or approximately 65.8% of the issued and outstanding Common Stock. In addition, holders of XIT stock options and warrants collectively have the right to acquire an additional 2,153,240 shares of the Registant's Common Stock. Collectively, the former XIT shareholders, option holders and warrant holders now own, or have the right to acquire, approximately 65% of the Registrant's Common Stock on a fully diluted basis. The Merger Agreement dated as of December 31, 1996 (the "Merger Agreement") was filed as Exhibit 1 to Item 2 of the Report on Form 8-K filed by the Registrant on January 21, 1997 which is incorporated herein by reference. Item 7. Financial Statements; Pro Forma Information and Exhibits (a) The Financial Statements of XIT Corporation will be filed by Amendment within sixty (60) days of the date hereof. (b) The Pro Forma financial information will be filed by amendment within sixty (60) days of the date hereof. (c) The Merger Agreement has been previously filed and is incorporated herein by reference. (See Item 2 above). 2 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MICROTEL INTERNATIONAL, INC. By: /s/ Carmine T. Oliva -------------------- Carmine T. Oliva President and Chief Executive Officer Date: April 4, 1997 3
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