| 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: May 22, 2007 | ||
| (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, Suite 302 |
| White Plains, New York 10601 |
| (Address of principal executive offices; zip code) |
| (914) 682-0214 |
| (Registrant’s telephone number, including area code) |
| N/A |
| (Former Name or Former Address, if changed Since Last Report) |
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the | ||
| filing obligation of the registrant under any of the following provisions (see General Instruction A.2. | ||
| below): | ||
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| ¨ | Pre-commencement communications pursuant to Rule 14-2(b) under the Exchange Act (17 | |
| CFR 240.14d-2(b)) | ||
| ¨ | Pre-commencement communications pursuant to Rule 13-4(e) under the Exchange Act (17 | |
| CFR 240.13e-4(c)) | ||
| SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS |
| Item 1.01. Entry into a Material Definitive Agreement. |
| On May 22, 2007 the Company entered into Amendment No. 3 to the definitive |
| purchase agreements (“Agreements”) to sell two wholly-owned subsidiaries that are operating as |
| Competitive Local Exchange Carriers, New Rochelle Telephone Corp. and Telecarrier Services, |
| Inc., to two wholly-owned subsidiaries of Cyber Digital, Inc., a publicly traded |
| company. The purpose of amending the Agreements was to extend the Outside Date (as defined |
| in each such amendment) from May 12, 2007 to May 31, 2007. |
| SECTION 9 – FINANCIAL STATEMENT AND EXHIBITS | ||||||
| Item 9.01 Financial Statements and Exhibits. | ||||||
| (c) | Exhibits. | |||||
| Number | Documents | |||||
| 10.1 | Amendment No. 3, dated May 22, 2007, to Stock Purchase Agreement | |||||
| dated as of December 14, 2006 by and among eLEC Communications | ||||||
| Corp., CYBD Acquisition, Inc. and Cyber Digital, Inc., with respect to the | ||||||
| stock of New Rochelle Telephone Corp., as amended by Amendment No. | ||||||
| 2 and Amendment No. 1 to Stock Purchase Agreement, dated as of April | ||||||
| 13, 2007 and February 27, 2007, respectively. | ||||||
| 10.2 | Amendment No. 3, dated May 22, 2007, to Stock Purchase Agreement | |||||
| dated as of December 14, 2006 by and among eLEC Communications | ||||||
| Corp., CYBD Acquisition II, Inc. and Cyber Digital, Inc., with respect to | ||||||
| the stock of Telecarrier Services, Inc. as amended by Amendment No. 2 | ||||||
| and Amendment No. 1 to Stock Purchase Agreement, dated as of April 13, | ||||||
| 2007 and February 27, 2007, respectively. | ||||||
| SIGNATURES |
| Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the |
| registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly |
| authorized. |
| eLEC COMMUNICATIONS CORP. | ||||||||
| Date: | May 23, 2007 | By: | /s/ Paul H. Riss | |||||
| Paul H. Riss | ||||||||
| Chief Executive Officer | ||||||||
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