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UNITED STATES
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 (date of earliest event reported): January 31, 2003
9278 COMMUNICATIONS, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 333-37654 98-0207906
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) dentification No.)
1942 Williamsbridge Road, Bronx, New York 10461
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (718) 887-9278
Not Applicable
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(Former name or former address if changed since last report)
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ITEM 5. OTHER EVENTS AND REULATION FD DISCLOSURE.
9278 Communications, Inc. entered into a Merger Agreement dated January 31, 2003
with NTSE Holding Corp. a corporation wholly owned by Sajid Kapadia, the
Chairman, Chief Executive Officer and Principal Stockholder of 9278
Communications, which will result in 9278 Communications becoming a privately
held corporation, owned by NTSE Holding Corp. Pursuant to this agreement, all of
the outstanding shares of 9278 Communications will be cancelled and existing
stockholders will receive a cash payment of $.10 per share. The transaction is
subject to numerous conditions, including the approval by the stockholders of
9278 Communications. It is expected that a stockholders meeting to approve the
transaction will be held in late April, and that the closing of the transaction
will occur immediately thereafter.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
10.1 Merger Agreement dated January 31, 2003 between NTSE
Holding Corp. and 9278 Communications, Inc.
SIGNATURES
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.
9278 COMMUNICATIONS, INC.
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(Registrant)
Date: February 7, 2003
By: /s/ Sajid Kapadia
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Sajid Kapadia
Chairman and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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10.1 Merger Agreement dated January 31, 2003 between NTSE
Holding Corp. and 9278 Communications, Inc.
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