-----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, QPr7//cEPYrD5WTtO9y/8QAJ5IORNCsvatqFmh5yQ/BSKuWU+3Ux7m41b+JhYIi0 w0gsgCLWQO5FHA0DccBoIw== 0000914317-02-000981.txt : 20020911 0000914317-02-000981.hdr.sgml : 20020911 20020911125724 ACCESSION NUMBER: 0000914317-02-000981 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020911 ITEM INFORMATION: Other events FILED AS OF DATE: 20020911 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ELEC COMMUNICATIONS CORP CENTRAL INDEX KEY: 0000090721 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 132511270 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04465 FILM NUMBER: 02761436 BUSINESS ADDRESS: STREET 1: 37 NORTH STREET CITY: NORWALK STATE: CT ZIP: 06851 BUSINESS PHONE: 2037501000 MAIL ADDRESS: STREET 1: 37 NORTH STREET CITY: NORWALK STATE: CT ZIP: 06851 FORMER COMPANY: FORMER CONFORMED NAME: SIRCO INTERNATIONAL CORP DATE OF NAME CHANGE: 19920703 8-K 1 form8k-46817_91102.txt 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: September 3, 2002 (Date of earliest event reported) eLEC Communications Corp. (Exact name of Registrant as specified in its charter) New York (State or other jurisdiction of incorporation) 0-4465 13-2511270 (Commission File No.) (I.R.S. Employer Identification No.) 543 Main Street New Rochelle, New York 10801 (Address of principal executive offices; zip code) (914) 632-8005 (Registrant's telephone number, including area code) Not Applicable (Former Name or Former Address, if changed Since Last Report) Item 5. Other Events. The Company entered into a definitive purchase agreement dated as of September 3, 2002 (the "Agreement") to sell substantially all of the assets of its wholly-owned subsidiary, Essex Communications, Inc. ("Essex"). The purchaser has agreed to manage the business of Essex pursuant to an interim consulting and funding agreement until the transaction closes. The Agreement provides for the assumption by the purchaser of certain liabilities, including all obligations due and payable to Essex's largest vendor, Verizon Services Corp. The closing of the transaction is subject to receipt of, among other things, applicable shareholder and regulatory approvals and must be completed by December 31, 2002. Although the Company has entered into the Agreement, there are no assurances that the transaction contemplated by the Agreement will occur. Essex has fully satisfied its obligations under the loan and security agreement between Essex and Textron Financial Corporation (formerly known as RFC Capital Corporation), dated October 23, 2000, and that agreement has been terminated and all pledged collateral released. The Company has previously reported a default under this obligation. EXHIBIT INDEX Exhibit Exhibit Title Number ------------- ------ 99.1 Press Release, dated September 3, 2002. 2 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. Dated: September 11, 2002 eLEC COMMUNICATIONS CORP. (Registrant) By: /s/ Paul H. Riss ----------------------------- Paul H. Riss Chief Executive Officer 3 EX-99 3 exhibit99-1.txt FOR IMMEDIATE RELEASE Contact: Paul H. Riss, CEO phriss@elec-corp.com 914-633-6500 eLEC Announces Signing of Definitive Purchase Agreement to Sell Assets of Essex Communications NEW ROCHELLE, NY...September 3, 2002--- eLEC Communications Corp. (OTCBB:ELEC) announced today that it has entered into a definitive purchase agreement to sell the assets of one of its wholly-owned subsidiaries, Essex Communications, Inc. ("Essex"), to Essex Acquisition Corp. ("EAC"), a wholly-owned subsidiary of BiznessOnline.com, Inc. (OTCBB:BIZZ). BiznessOnline.com is one of the Northeast's leading integrated communications providers, and offers customers co-location, e-commerce development, Web design and hosting services, high-speed Internet access and local/long distance telecom services. EAC will assume certain liabilities of Essex and manage Essex pursuant to an interim consulting and funding agreement until a closing occurs. The closing of the transaction is subject to receipt of, among other things, applicable shareholder and regulatory approvals and must be completed by December 31, 2002. Additional terms of the agreement were not disclosed. eLEC's CEO, Paul Riss stated, "We have been working on this transaction for the last several months. eLEC has been released from its guarantee of all Essex debt and this transaction allows eLEC to continue to compete as a competitive local exchange carrier (CLEC) through its other licensed telecommunications subsidiaries. In addition, EAC will become a significant customer of our wholesale billing and customer care services business." Mr. Riss added, "We will now be able to channel eLEC's remaining resources into the growth of our other subsidiaries. We have retained our core CLEC technologies and capabilities and will continue to focus on the integrated telecommunications business. Going forward, we plan to market local and long distance services primarily in New York, where UNE-P margins are high and the addressable market is substantial. We expect to slowly enter other states as we identify opportunities to earn significant profit margins under UNE-P. In addition, we expect to build upon our new wholesale services agreement with EAC by marketing our technologies to other communications providers." eLEC Communications Corp. is a competitive local exchange carrier that is taking advantage of the convergence of the current and future competitive technological and regulatory developments in the telecommunications industry. eLEC offers small businesses and residential customers an integrated set of telecommunications products and services, including local exchange, local access, domestic and international long distance telephone, and a full suite of features including items such as three-way calling, call waiting and voice mail. ********* This release contains forward-looking statements that involve risks and uncertainties. eLEC's actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, among others, certain risks and uncertainties over which the company may have no control. For further discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see the discussions contained in eLEC's Annual Report on Form 10-K for the year-ended November 30, 2001 and its Quarterly Reports on Form 10-QSB for the quarters ended February 28, 2002 and May 31, 2002 and any subsequent SEC filings. # # # -----END PRIVACY-ENHANCED MESSAGE-----