-----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, MMW6XKNsJtXDHw1nRHOZY+vBrIE72QDod6tq5R1fwN4R/gtHCAZrUE+HNftIqba6 MX1AMT60NY319J9msW91LQ== 0000914317-02-001483.txt : 20021129 0000914317-02-001483.hdr.sgml : 20021128 20021129140418 ACCESSION NUMBER: 0000914317-02-001483 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021126 ITEM INFORMATION: FILED AS OF DATE: 20021129 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: 02844880 BUSINESS ADDRESS: STREET 1: 543 MAIN STREET CITY: NEW ROCHELLE STATE: NY ZIP: 10801 BUSINESS PHONE: 9146336500 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-48089_1102.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: November 26, 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 9. Regulation FD Disclosure The Company held its annual meeting on November 26, 2002 and announced that each director nominee was elected to serve another term on the Board of Directors. The Company also announced that no action was taken with regard to the proposal to sell substantially all of the assets of Essex Communications, Inc. ("Essex"), a wholly-owned subsidiary of the corporation, pursuant to the Asset Purchase Agreement ("Agreement") dated as of September 3, 2002, by and among the Company, Essex and Essex Acquisition Corp., a wholly-owned subsidiary of BiznessOnline.com, Inc. The meeting was adjourned until December 12, 2002. Lastly, the Company announced that it has begun discussions with Essex Acquisition Corp. to amend the Agreement to, among other things, delete Essex Acquisition Corp.'s requirement that eLEC obtain shareholder approval. For additional information, see the press release filed as an exhibit. EXHIBIT INDEX Exhibit Exhibit Title Number ------------- ------ 99.1 Press Release, dated November 26, 2002. 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: November 29, 2002 eLEC COMMUNICATIONS CORP. (Registrant) By: /s/ Paul H. Riss -------------------------- Paul H. Riss Chief Executive Officer EX-99.1 3 exhibit99-1.txt [LETTERHEAD-eLEC COMMUNICATIONS] FOR IMMEDIATE RELEASE Contact: Paul H. Riss, CEO phriss@elec-corp.com 914-633-6500 eLEC Announces Reelection of Board and Adjournment of Shareholder Meeting NEW ROCHELLE, NY...November 26, 2002--- eLEC Communications Corp. (OTCBB:ELEC) announced today that each nominee, Joel Dupre, Eric M. Hellige and Paul H. Riss, was elected to serve another term on the Board of Directors. No action was taken with regard to the proposal to sell substantially all of the assets of Essex Communications, Inc. ("Essex"), a wholly-owned subsidiary of the corporation, pursuant to the Asset Purchase Agreement ("Agreement") dated as of September 3, 2002, by and among eLEC, Essex and Essex Acquisition Corp., a wholly-owned subsidiary of BiznessOnline.com, Inc. It was determined at the shareholder meeting that it would be in the best interest of shareholders to adjourn the meeting until December 12, 2002. As a result of the adjournment, shareholders who have not voted on the asset sale are encouraged to continue submitting their proxies. eLEC has also begun discussions with Essex Acquisition Corp. to amend certain provisions of the Agreement. Among other items, the parties to the Agreement are in discussions for an amendment to delete Essex Acquisition Corp.'s requirement that eLEC obtain shareholder approval. eLEC 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. ********* Please Note: Certain of the statements contained herein may be considered forward-looking statements. 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, May 31, 2002 and August 31, 2002 and any other SEC filings. -----END PRIVACY-ENHANCED MESSAGE-----