-----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, Itqu9PtMlgzxA28LY3oL3pqh4TZRFUiOiJ16oEtuMMTGqtKTxeotLcRGSG6CO80D byJy3DUAnH8BacAiS9R8LQ== 0000950123-98-000510.txt : 19980126 0000950123-98-000510.hdr.sgml : 19980126 ACCESSION NUMBER: 0000950123-98-000510 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980123 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOTAL TEL USA COMMUNICATIONS INC CENTRAL INDEX KEY: 0000034497 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 221656895 STATE OF INCORPORATION: NJ FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-11039 FILM NUMBER: 98512088 BUSINESS ADDRESS: STREET 1: 150 CLOVE RD CITY: LITTLE FALLS STATE: NJ ZIP: 07424-049 BUSINESS PHONE: 2018121100 MAIL ADDRESS: STREET 1: 150 CLOVE ROAD CITY: LITTLE FALLS STATE: NJ ZIP: 07424-0449 FORMER COMPANY: FORMER CONFORMED NAME: FARADYNE ELECTRONICS CORP DATE OF NAME CHANGE: 19920223 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ALWARD KEVIN A CENTRAL INDEX KEY: 0001053304 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 182 POWELL RD CITY: ALLENDALE STATE: NJ ZIP: 07401 BUSINESS PHONE: 201236111 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) TOTAL-TEL USA COMMUNICATIONS, INC. (Name of Issuer) COMMON STOCK, $.05 PAR VALUE PER SHARE (Title of Class of Securities) 89151T 10-6 (CUSIP Number) KEVIN A. ALWARD 182 POWELL ROAD ALLENDALE, NEW JERSEY 07401 (201) 236-1111 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JANUARY 12, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: [ ] Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages) 2 1 NAME(S) OF REPORTING PERSON(S) I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) KEVIN A. ALWARD - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ] (b)[ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or (e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES OF AMERICA - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER . . . . . . . . . . . 2,450* SHARES BENEFICIALLY (8) SHARED VOTING POWER . . . . . . . . . . . . 0 OWNED BY EACH (9) SOLE DISPOSITIVE POWER. . . . . . . . .71,450* REPORTING PERSON (10) SHARED DISPOSITIVE POWER. . . . . . . . . . 0 WITH - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,450* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- * THE REPORTING PERSON HAS EXECUTED AN AGREEMENT TO SELL 69,000 SHARES. THE AGREEMENT PROVIDES THE TRANSFEREE THE RIGHT TO VOTE SAID SHARES. SEE ITEM 3 HEREIN. ** BASED ON 3,316,402 SHARES OF COMMON STOCK OF THE ISSUER OUTSTANDING AS OF JANUARY 12, 1998. 3 Item 1. Security and Issuer The securities to which this statement relates are shares of common stock, par value $.05 per share (the "Common Stock"), of TOTAL-TEL USA COMMUNICATIONS, INC. (the "Issuer"). The principal executive offices of the Issuer are located at 150 Clove Road, Little Falls, New Jersey 07424. Item 2. Identity and Background (a) Kevin A. Alward (b) 182 Powell Road Allendale, New Jersey 07401 (c) Private investor (d) Not Applicable (e) Not Applicable (f) United States of America Item 3. Source and Amount of Funds or Other Consideration The Reporting Person has entered into a series of three (3) agreements, each entitled an Agreement to Purchase Stock (each, an "Agreement") and dated as of January 6, 1998, providing for the sale by the Reporting Person of an aggregate 290,000 shares of Common Stock to Gold & Appel Transfer S.A., a British Virgin Islands corporation ("G&A"). Under the first Agreement, the Reporting Person delivered 30,000 shares of Common Stock to G&A on January 12, 1998 for a total purchase price of $1,940,000. The Reporting Person used a portion of the proceeds from that sale to exercise stock options granted under the Issuer's 1986 Plan to purchase 181,000 shares of Common Stock for an aggregate $747,022.65 and stock options granted under the Issuer's 1996 Plan to purchase 10,000 shares of Common Stock for an aggregate $145,000 as follows:
Date of Grant # of Shares Price Per Share ------------- ----------- --------------- 4-02-92 6,500 $ 1.9909 11-03-92 12,500 $ 1.0228 11-03-92 22,000 $ 1.9909 5-14-93 77,000 $ 2.2727 2-17-94 33,000 $ 7.2727 1-12-95 30,000 $ 8.7500 4-15-97 10,000 $14.5000 ------- 191,000 =======
The Reporting Person agreed to the cancellation of stock options to purchase 30,000 shares of Common Stock granted to him by the Issuer on April 15, 1997. Under the second Agreement, the Reporting Person delivered 191,000 shares of Common Stock to G&A on January 22, 1998 for a total purchase price of $5,338,000. The sale reduced the Reporting Person's beneficial ownership of Common Stock to a total of 71,450 shares. Under the third Agreement, the Reporting Person is obligated to deliver 69,000 shares of Common Stock to G&A at the time G&A delivers the purchase price of $2,746,200 therefor on or before October 5, 1998. Under the third Agreement, the Reporting Person has agreed to grant to G&A a proxy to vote said 69,000 shares on any matters upon which said shares may be voted 1 4 until such time as the earlier of the delivery of the purchase price or the termination of the third Agreement. Item 4. Purpose of Transaction The shares of Common Stock of the Reporting Person reported herein were sold for the Reporting Person's personal account in exchange for cash consideration. The stock options were exercised by the Reporting Person in order for the Reporting Person to own the shares delivered pursuant to the second Agreement. Item 5. Interest in Securities of the Issuer (a) The Reporting Person is the beneficial owner of 71,450 shares of Common Stock, which represents approximately 2.2% of the Issuer's Common Stock outstanding as of January 12, 1998. The Reporting Person is obligated to sell 69,000 shares as detailed in Item 3 above. Of the remaining 2,450 shares, 2,212 shares are held by the Reporting Person as custodian for his minor children and 238 shares are held by the Reporting Person's spouse. (b) Number of shares of Common Stock as to which the Reporting Person has: (i) Sole power to vote or direct the vote: 2,450 (ii) Shared power to direct the vote: 0 (iii) Sole power to dispose or to direct the disposition: 71,450 (iv) Shared power to dispose or to direct the disposition: 0 (c) Except as described in this Statement on Schedule 13D, the Reporting Person had no transactions in Common Stock of the Issuer during the last 60 days. (d) Until the delivery of the shares to G&A pursuant to the third Agreement, the Reporting Person has the sole right to receive dividends paid on the 69,000 shares subject to the third Agreement. The Reporting Person has the sole right to receive the proceeds from the sale of said shares. The Reporting Person, as custodian for his minor children, has the right to receive dividends paid on, and proceeds from the sale of, the 2,212 shares held thereby. The Reporting Person's spouse has the right to receive the dividends paid on, and proceeds from the sale of, the 238 shares owned by her. (e) January 22, 1998 Item 6. Contracts, Arrangement, Understandings or Relationships With Respect to Securities of the Issuer The Reporting Person is obligated to sell 69,000 shares of Common Stock to G&A under the third Agreement as detailed in Item 3 above. Under the third Agreement, the Reporting Person has agreed to grant to G&A a proxy to vote said 69,000 shares on any matters upon which said shares may be voted until such time as the earlier of the delivery of the purchase price or the termination of the third Agreement. 2 5 Item 7. Material to be Filed as Exhibits Exhibit 1 Agreement to Purchase Stock (Agreement 1) dated as of January 6, 1998 by and between Kevin A. Alward and Gold & Appel Transfer S.A. Exhibit 2 Agreement to Purchase Stock (Agreement 2) dated as of January 6, 1998 by and between Kevin A. Alward and Gold & Appel Transfer S.A. Exhibit 3 Agreement to Purchase Stock (Agreement 3) dated as of January 6, 1998 by and between Kevin A. Alward and Gold & Appel Transfer S.A. SIGNATURE After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: January 22, 1998 /s/ Kevin A. Alward --------------------------------------- Kevin A. Alward The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for his purpose which is already on file with the Commission may be incorporated by reference. The name of any title of each person who signed this statement shall be typed or printed beneath his signature. Attention: Intentional misstatements or omissions of fact constitute federal criminal violations. (see 18 U.S.C. 1001). 3 6 INDEX TO EXHIBITS
Exhibit Number Description - -------------- ----------- 1 Agreement to Purchase Stock (Agreement 1) dated as of January 6, 1998 by and between Kevin A. Alward and Gold & Appel Transfer S.A. 2 Agreement to Purchase Stock (Agreement 2) dated as of January 6, 1998 by and between Kevin A. Alward and Gold & Appel Transfer S.A. 3 Agreement to Purchase Stock (Agreement 3) dated as of January 6, 1998 by and between Kevin A. Alward and Gold & Appel Transfer S.A.
EX-99.1 2 AGREEMENT TO PURCHASE STOCK (# 1) 1 AGREEMENT TO PURCHASE STOCK (AGREEMENT 1) THIS AGREEMENT is made as of January 6, 1998 by and between KEVIN A. ALWARD (KA), residing at 182 Powell Road, Allendale, New Jersey 07401, and GOLD & APPEL TRANSFER S.A. (G&A), a British Virgin Islands corporation, with an address at Omar Hodges Building, Wickhams Cay, Road Town, Tortula, British Virgin Islands. WHEREAS, KA owns certain shares and options of Total-Tel U.S.A. Communications, Inc., a New Jersey corporation listed on Nasdaq as TELU; and WHEREAS, G&A wishes to purchase some of the TELU shares owned by KA. NOW, THEREFORE, the parties agree as follows: 1. G&A agrees to purchase from KA, and KA agrees to sell to G&A, 30,000 shares of TELU (the "Shares") on January 10, 1998. 2. The purchase price will be $39.80 US Dollars per Share for a grand total of $1,194,000.00 US Dollars for the Shares (the "Purchase Price"). 3. Payment of the Purchase Price by G&A will be made by wire transfer of immediately available federal funds to KA per the following wire transfer instructions: Chase Manhattan Bank ABA 021 0000 21 For Benefit of Smith Barney Account # 066 198 038 For Credit to Alward Account # 641 02137 11-199 4. KA agrees to deliver to First Montawk Securities for the account of G&A stock certificate(s) representing the Shares duly endorsed for transfer to First Montawk Securities, DTC Participant No. 0270, Account Name G&A Transfer S.A., Account No. W631305570, as soon as immediately available funds representing the Purchase Price are transferred by G&A to the account specified by KA. 5. KA warrants that he is the sole owner of the Shares and the Shares may be sold by him without restrictions. 2 6. G&A represents that it is acquiring the Shares in a private transaction for its own account for investment and not with a view to the resale or distribution thereof. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. /s/ Kevin A. Alward ---------------------------------------- KEVIN A. ALWARD GOLD & APPEL TRANSFER S.A. By: /s/ Walt Anderson ----------------------------------- Name: Walt Anderson Title: Power of Attorney in G&A EX-99.2 3 AGREEMENT TO PURCHASE STOCK (#2) 1 AGREEMENT TO PURCHASE STOCK (AGREEMENT 2) THIS AGREEMENT is made as of January 6, 1998 by and between KEVIN A. ALWARD (KA), residing at 182 Powell Road, Allendale, New Jersey 07401, and GOLD & APPEL TRANSFER S.A. (G&A), a British Virgin Islands corporation, with an address at Omar Hodges Building, Wickhams Cay, Road Town, Tortula, British Virgin Islands. WHEREAS, KA owns certain shares and options of Total-Tel U.S.A. Communications, Inc., a New Jersey corporation listed on Nasdaq as TELU; and WHEREAS, G&A wishes to purchase some of the TELU shares owned by KA. NOW, THEREFORE, the parties agree as follows: 1. G&A agrees to purchase from KA, and KA agrees to sell to G&A, 191,000 shares of TELU (the "Shares") on February 16, 1998. 2. The purchase price will be $28.00 US Dollars per Share for a grand total of $5,338,000.00 US Dollars for the Shares (the "Purchase Price"). 3. Payment of the Purchase Price by G&A will be made by wire transfer of immediately available federal funds to KA per the following wire transfer instructions: Chase Manhattan Bank ABA 021 0000 21 For Benefit of Smith Barney Account # 066 198 038 For Credit to Alward Account # 641 02137 11-199 4. KA agrees to deliver to First Montawk Securities for the account of G&A stock certificate(s) representing the Shares duly endorsed for transfer to First Montawk Securities, DTC Participant No. 0270, Account Name G&A Transfer S.A., Account No. W631305570, as soon as immediately available funds representing the Purchase Price are transferred by G&A to the account specified by KA. 5. KA warrants that he is presently the holder of options which are currently exercisable to acquire the Shares and that on or prior to February 16, 1998 he will exercise such 2 options and become the sole owner of the Shares and the Shares then may be sold by him without restrictions. 6. G&A represents that it is acquiring the Shares in a private transaction for its own account for investment and not with a view to the resale or distribution thereof. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. /s/ Kevin A. Alward ---------------------------------------- KEVIN A. ALWARD GOLD & APPEL TRANSFER S.A. By: /s/ Walt Anderson ----------------------------------- Name: Walt Anderson Title: Power of Attorney in G&A EX-99.3 4 AGREEMENT TO PURCHASE STOCK (#3) 1 AGREEMENT TO PURCHASE STOCK (AGREEMENT 3) THIS AGREEMENT is made as of January 6, 1998 by and between KEVIN A. ALWARD (KA), residing at 182 Powell Road, Allendale, New Jersey 07401, and GOLD & APPEL TRANSFER S.A. (G&A), a British Virgin Islands corporation, with an address at Omar Hodges Building, Wickhams Cay, Road Town, Tortula, British Virgin Islands. WHEREAS, KA owns certain shares and options of Total-Tel U.S.A. Communications, Inc., a New Jersey corporation listed on Nasdaq as TELU; and WHEREAS, G&A wishes to purchase some of the TELU shares owned by KA. NOW, THEREFORE, the parties agree as follows: 1. G&A agrees to purchase from KA, and KA agrees to sell to G&A, 69,000 shares of TELU (the "Shares") on October 1, 1998. 2. The purchase price will be $39.80 US Dollars per Share for a grand total of $2,746,200.00 US Dollars for the Shares (the "Purchase Price"). 3. G&A agrees to pay to KA a deposit (the "Deposit") on account of the Purchase Price of $621,000.00 US Dollars within five (5) days after the date of this Agreement. In the event G&A for whatever reason does not complete the purchase of the Shares by paying the balance of the Purchase Price on or before October 5, 1998, then the Deposit will be forfeited and may be retained by KA and this Agreement shall be terminated and of no further force and effect. 4. Upon receipt of the Deposit, KA agrees to deliver to Shanley & Fisher, P.C., as escrow agent, the certificate(s) representing the Shares, together with blank undated stock power(s) duly executed by KA, covering the Shares, to be held in escrow. In the event that the full amount of the Purchase Price is paid by G&A to KA on or before October 5, 1998, then such stock certificate(s) and stock power(s) shall be delivered by the Escrow Agent to First Montawk Securities for the account of G&A, DTC Participant No. 0270, Account Name Gold & Appel Transfer S.A., Account No. W631305570. However, in the event that G&A does not pay the full Purchase Price on or before October 5, 1998, and this Agreement is terminated pursuant to 2 Section 3 hereof, the Escrow Agent shall return such stock certificate(s) and stock power(s) to KA. 5. KA also agrees that upon receipt of the Deposit he will grant to G&A a proxy to vote the Shares as to any matters which may arise while this Agreement is in effect. Such proxy shall automatically terminate when the full Purchase Price has been paid by G&A to KA or this Agreement is terminated pursuant to Section 3 hereof. 6. Payment of the Deposit and the Purchase Price by G&A will be made by wire transfer of immediately available federal funds to KA per the following wire transfer instructions: Chase Manhattan Bank ABA 021 0000 21 For Benefit of Smith Barney Account # 066 198 038 For Credit to Alward Account # 641 02137 11-199 7. KA warrants that he is the sole owner of the Shares and the Shares may be sold by him without restrictions. 8. G&A represents that it is acquiring the Shares in a private transaction for its own account for investment and not with a view to the resale or distribution thereof. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. /s/ Kevin A. Alward ---------------------------------------- KEVIN A. ALWARD GOLD & APPEL TRANSFER S.A. By: /s/ Walt Anderson ----------------------------------- Name: Walt Anderson Title: Power of Attorney in G&A -----END PRIVACY-ENHANCED MESSAGE-----