SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of report: October 8, 2003
(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.)
75 South Broadway
White Plains, New York 10601
(Address of principal executive offices; zip code)
(914) 682-0214
(Registrant's telephone number, including area code)
543 Main Street
New Rochelle, New York 10801
(Former Name or Former Address, if changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
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On October 8, 2003, eLEC Communications Corp., a New York corporation
("eLEC"), sold the land and building of its corporate headquarters at 543 Main
Street New Rochelle, New York to Bluegill Realty, LLC ("Bluegill"), pursuant to
the terms of an Agreement of Purchase and Sale dated as of June 2, 2003, and
amended as of August 14, 2003 (the "Purchase Agreement"). In connection with
such sale, eLEC has paid off a mortgage loan on the building of $1.1 million.
In consideration for the land and building transferred to Bluegill,
Bluegill paid eLEC a cash amount of $2.2 million, $100,000 of which has been
designated for an escrow account to fund the removal of an oil tank located on
the property. The escrow amount represents the maximum cost to eLEC for such
tank removal activities, and any unused escrow funds will be returned to eLEC
upon the satisfying of certain environmental tests and certifications.
Item 9. Regulation FD Disclosure.
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eLEC sold its wholly-owned subsidiary, Essex Communications, Inc. ("Essex")
to Glad Holdings LLC on September 11, 2003. At the time of the sale, Essex had
no significant assets on its books, except for certain past due trade accounts
receivable that were fully reserved. Essex had discontinued its operations on
December 31, 2002 when certain of its assets were sold and various of its
liabilities were assumed by Essex Acquisition Corp. ("EAC"). EAC had guaranteed
payment of the assumed liabilities, but those liabilities that had not been paid
or settled by EAC remained recorded on the books of Essex. The sale of Essex
adds approximately $7,000,000 in net book value to the consolidated financial
statements of eLEC. In consideration for all the outstanding shares of Essex,
eLEC received a cash amount of $100. Attached as Exhibit 99.2 is a Press Release
dated October 14, 2003 announcing the transaction.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(b) Pro Forma Financial Information.
Pro forma financial information, if any, required by this item will
be filed by amendment within sixty (60) days from the date
hereof.
(c) The Company hereby furnishes the following exhibits:
10.1 Agreement of Purchase and Sale dated as of June 2, 2003, between
the Company and Bluegill.
10.2 First Amendment of Purchase and Sale Agreement dated as of August
14, 2002, between the Company and Bluegill.
99.1 Press Release dated October 9, 2003 issued by the Company.
99.2 Press Release dated October 14, 2003 issued by the Company.
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: October 17, 2003
eLEC COMMUNICATIONS CORP.
(Registrant)
By: /s/Paul H. Riss
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Name: Paul H. Riss
Title: Chief Executive Officer
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