Filed pursuant to Rule 424(b)(3)
Registration No. 333-82402
PROSPECTUS SUPPLEMENT NO. 5
(TO PROSPECTUS DATED JULY 1, 2002)
ATX COMMUNICATIONS, INC.
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SHARES OF COMMON STOCK
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This Prospectus Supplement No. 5 supplements and amends the Prospectus
dated July 1, 2002, and amended on July 2, 2002, July 16, 2002 and
August 2, 2002, relating to the shares of common stock, par value $ 0.01 per
share, of ATX Communications, Inc., including the associated rights to purchase
Series A Junior Participating Preferred Stock of ATX Communications, Inc.
The purpose of this Prospectus Supplement is to provide supplemental
information that was contained in a current report on Form 8-K, dated August 14,
2002.
The Prospectus, together with all of the supplements filed to date
(including this supplement), constitutes the prospectus required to be delivered
by Section 5(b) of the Securities Act of 1933, with respect to offers and sales
of the Common Stock.
Prospective investors should carefully consider matters discussed
under the caption "RISK FACTORS" beginning on page 9 of the prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus Supplement No. 5 is August 16, 2002.
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
Date of report (Date of earliest event reported) AUGUST 15, 2002
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ATX COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-49899 13-4078506
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
110 East 59th Street, 26th Floor, New York, New York 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (212) 906-8485
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CORECOMM HOLDCO, INC.
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 9
On August 16, 2002, ATX Communications, Inc. issued a press release announcing
that it has received notification from the Nasdaq Listing Qualifications Panel
that it has denied ATX's request for continued listing on the Nasdaq National
Market and that its common stock will be delisted at the opening of business on
August 16, 2002. ATX's common stock is eligible to trade on the OTC Bulletin
Board (OTCBB), and it is anticipated that it will begin trading on the OTCBB on
August 16, 2002 under the symbol COMM.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
99.1 Press release, issued August 15, 2002
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.
ATX COMMUNICATIONS, INC.
(Registrant)
By: /s/ Michael A. Peterson
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Name: Michael A. Peterson
Title: Executive Vice President -
Chief Operating Officer and
Chief Financial Officer
Dated: August 16, 2002
EXHIBIT INDEX
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Exhibit
99.1 Press release, issued August 15, 2002
Exhibit 99.1
[ATX LOGO]
ATX Communications, Inc. RECEIVES NOTICE OF NASDAQ DELISTING
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Common Stock Anticipated to trade on OTCBB
New York, NY (August 15, 2002) - ATX Communications, Inc. ("ATX" or the
"Company") a leading integrated communications provider, today announced that it
has received notification from the Nasdaq Listing Qualifications Panel that it
has denied ATX's request for continued listing on the Nasdaq National Market and
that its common stock will be delisted at the opening of business on August 16,
2002. ATX's common stock is eligible to trade on the OTC Bulletin Board (OTCBB),
and it is anticipated that it will begin trading on the OTCBB on August 16, 2002
under the symbol COMM.
"This decision will not affect any aspect of the day-to-day operations of our
Company and does not change our strategic focus," stated Thomas Gravina,
President and Chief Executive Officer of the Company. "We continue to execute
aggressively against our plan to take market share away from the incumbent
operators by offering our customers a compelling integrated communications
solution while also delivering superior customer service. We look forward to
executing our business plan, and, eventually perhaps, to a market environment
that will have greater appreciation for the successful companies in the
telecommunications sector."
CoreComm Limited (the predecessor of the Company) had previously announced that
it had received notice of a Nasdaq Staff Determination on May 16, 2002,
indicating that its common stock was subject to delisting from the Nasdaq
National Market because CoreComm Limited did not comply with the minimum bid
price and the minimum market value of publicly held shares requirements for
continued listing (Marketplace Rule 4450(b)(4) and Rule 4450(b)(3),
respectively). In connection with the second and final phase of the Company's
recapitalization, Nasdaq agreed to treat ATX as a successor to CoreComm Limited
and as a result, on July 2, 2002 Nasdaq transferred CoreComm Limited's listing
on the Nasdaq National Market to ATX. The Company's listing status was addressed
at a hearing before the Nasdaq Listing Qualifications Panel on June 28, 2002 and
on August 15, 2002, the Panel issued its decision to delist ATX's common stock.
The Company is considering requesting a review of this decision by the Nasdaq
Listing and Hearing Review Council.
The OTCBB is a regulated quotation service that displays real-time quotes, last
sale prices and volume information in over-the-counter equity securities. OTCBB
securities are traded by a community of registered market makers that enter
quotes and trade reports through a computer network. Information regarding the
OTCBB, including stock quotes, can be found at http://www.otcbb.com. Investors
should contact their broker for further information about executing trades in
ATX's common stock on the OTCBB.
About ATX
Founded in 1985, ATX Communications, Inc. is a facilities-based integrated
communications provider offering local exchange carrier and inter-exchange
carrier telephone, Internet, e-business, high-speed data, and wireless services
to business and residential customers in targeted markets throughout the
Mid-Atlantic and Midwest regions of the United States. ATX currently serves
approximately 400,000 business and residential customers. For more information
about ATX, please visit www.atx.com.
Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995: Certain statements contained herein constitute "forward-looking
statements" as that term is defined under the Private Securities Litigation
Reform Act of 1995. When used herein, the words, "believe," "anticipate,"
"plan," "will," "expects," "estimates," "projects," "positioned," "strategy,"
and similar expressions identify such forward-looking statements. All references
in this Safe Harbor legend to the Company shall be deemed to include ATX
Communications and its subsidiaries and affiliates. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company, or
industry results, to be materially different from those contemplated, projected,
forecasted, estimated or budgeted, whether expressed or implied, by such
forward-looking statements. Such risks include the following: those detailed in
the section entitled "Risk Factors" in the Company's amended Form S-1
registration statement and those detailed in the Company's 10-Q for the quarter
ended June 30, 2002 filed with the Securities and Exchange Commission on August
14, 2002; order imbalances or selling pressure may result from the announcement
of Nasdaq delisting and trading of ATX common stock on the OTCBB; the
establishment and maintenance of an active trading market in ATX common stock on
the OTCBB; our requesting a review of the delisting decision by the Nasdaq
Listing and Hearing Review Council and if requested, the outcome of such review;
the Company's ability to fund and execute its business plan; the Company's
ability to obtain trade credit on favorable terms from vendors and service
providers; and the Company's ability to maintain contracts that are critical to
its operations. You should not place undue reliance on the forward-looking
statements, which are not a guarantee of performance or results and are subject
to a number of risks and uncertainties, which are outside of ATX's control. The
cautionary statements contained or referred to in this press release should be
considered in connection with any subsequent written or oral forward-looking
statements and accompanying cautionary language that ATX or authorized persons
acting on its behalf may disseminate. ATX disclaims any intent or obligation to
update any forward-looking statements, whether as a result of changes in its
assumptions, plans, intentions or expectations, new information, future events
or otherwise, unless required by applicable law.
The Company disclaims any liability for any information displayed on
http://www.otcbb.com.
For further information, please contact Winston Black, Director - Corporate
Development at (212) 891-0939.
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