SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) February 21, 2002
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U.S. REALTEL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-30401 36-4360426
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
One Financial Plaza, Suite 1101, Fort Lauderdale, Florida 33394
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 462-0449
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N/A
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective February 21, 2002, U.S. RealTel, Inc. (the "Company")
completed the previously announced acquisition of Cypress Communications, Inc.
("Cypress"). Pursuant to Section 253 of the General Corporation Law of Delaware
and the merger agreement by and among the Company, Cypress and Cypress Merger
Sub, Inc. dated as of January 10, 2002, as amended on January 17, 2002 (the
"Merger Agreement"), and upon the terms and subject to the conditions thereof,
Merger Sub, a wholly owned subsidiary of the Company, commenced a cash tender
offer (the "Offer") for all of the issued and outstanding shares of common
stock, $.001 par value per share (the "Shares"), of Cypress at a purchase price
of $3.50 per share.
On February 20, 2002, the Company announced that it had acquired
approximately ninety-four percent (94%) of the outstanding common stock of
Cypress through a successful tender offer of $3.50 per share, in cash. The
acquisition of the remaining shares was completed through the short form merger
of Merger Sub with and into Cypress (the "Merger") with Cypress surviving as a
wholly owned subsidiary of the Company. The Company obtained financing to
purchase the Shares and complete the Merger through a loan from the Oliver
Estate, a private entity affiliated with a director of the Company. The
description of the terms of the Merger Agreement is qualified in its entirety by
reference to the Merger Agreement which is incorporated by reference to Schedule
TO.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired. At the present
time, it is impractical to provide the required financial
statements for Cypress Communications, Inc. as required by
this Item 7 of Form 8-K. The Company will file such required
financial statements under cover of Form 8-K/A as soon as
practicable, but not later than May 7, 2002 (60 days after
this Report is required to be filed).
(b) At the present time, it is impractical to provide the proforma
financial information relative to the Cypress Communications,
Inc. acquisition as required by Article 11 of Regulation S-X
and this Item 7 of Form 8-K. The Company will file such
proforma financial information under cover of Form 8-K/A as
soon as practicable, but not later than May 7, 2002 (60 days
after this Report is required to be filed).
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated January 10, 2002,
by and among Cypress Communications, Inc., U.S.
RealTel, Inc. and Cypress Merger Sub, Inc. (the
"Merger Agreement")(incorporated by reference to
Exhibit d(i) of the Company's Schedule TO filed on
January 22, 2002)
2.1.1 Amendment No. 1 to the Merger Agreement, dated
January 17, 2002. (incorporated by reference to
Exhibit d(ii) f the Company's Schedule TO filed on
January 22, 2002)
99.1 Press Release issued February 20, 2002 by U.S.
RealTel, Inc. and Cypress Communications, Inc.
(incorporated by reference to Exhibit (a)(5)(vi) of
Amendment No. 2 to the Company's Schedule TO filed on
February 21, 2002)
99.2 Press Release issued February 21, 2002 by U.S.
RealTel, Inc. and Cypress Communications, Inc.
(incorporated by reference to Exhibit (a)(5)(v) of
Amendment No. 2 to the Company's Schedule TO filed on
February 21, 2002)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report on Form 8-K to be signed on
its behalf by the undersigned hereunto duly authorized.
U.S. REALTEL, INC.
By: /s/ Perry H. Ruda
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Name: Perry H. Ruda
Title: Chairman and Chief Executive
Officer
Dated: February 28, 2002
EXHIBIT INDEX
2.1 Agreement and Plan of Merger, dated January 10, 2002, by and
among Cypress Communications, Inc., U.S. RealTel, Inc. and
Cypress Merger Sub, Inc. (the "Merger Agreement")(incorporated
by reference to Exhibit d(i) of the Company's Schedule TO
filed on January 22, 2002)
2.1.1 Amendment No. 1 to the Merger Agreement, dated January 17,
2002. (incorporated by reference to Exhibit d(ii) f the
Company's Schedule TO filed on January 22, 2002)
99.1 Press Release issued February 20, 2002 by U.S. RealTel, Inc.
and Cypress Communications, Inc. (incorporated by reference to
Exhibit (a)(5)(vi) of Amendment No. 2 to the Company's
Schedule TO filed on February 21, 2002)
99.2 Press Release issued February 21, 2002 by U.S. RealTel, Inc.
and Cypress Communications, Inc. (incorporated by reference to
Exhibit (a)(5)(v) of Amendment No. 2 to the Company's Schedule
TO filed on February 21, 2002)