koct42007v2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
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: October 4, 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 October 4, 2007, eLEC Communications Corp. (the “Company”) consummated a 
private placement pursuant to which the Company issued to Calliope Capital Corporation,
a subsidiary of Laurus Master Fund, Ltd ("Laurus") and Valens Offshore SPV II, Corp.  
(the “Investors”), secured term notes in the aggregate principal amount of $4,000,000 (the 
“Notes”). In connection with the private placement, the Company also amended and restated two 
existing secured term notes issued to Laurus in the principal amounts of $1,966,667 (“Amended 
Note 1”) and $1,428,000 (“Amended Note 2”), and issued common stock purchase warrants (the 
“Warrants”) that entitle the Investors to purchase in the aggregate up to 126,296,096 shares of the 
Company’s common stock, par value $.10 per share (the “Common Stock”). The Notes and the 
Warrants were sold to the Investors, each of which is an “accredited investor” (as such term is 
defined in the rules promulgated under the Securities Act of 1933, as amended (the “Act”)), for a 
total purchase price of $4,000,000. 
 
          The following describes certain of the material terms of the financing transaction with the 
Investors and Laurus. The description below is not a complete description of the material terms 
of the transaction and is qualified in its entirety by reference to the agreements entered into in 
connection with the transaction, copies of which are included as exhibits to this Current Report 
on Form 8-K: 
 
          Notes Maturity Date and Interest Rate. Absent earlier redemption with no redemption
premium by the Company as described below, the Notes mature on September 30, 2010 (the
“Maturity Date”). Interest will accrue on the unpaid principal and interest on the Notes at a rate
per annum equal to the “prime rate” published in The Wall Street Journal from time to time, plus  
two percent (2%), subject to a minimum per annum rate of nine and three-quarters percent (9.75%). 
 
          Payment of Interest and Principal. Interest on the Notes is payable monthly on the first 
day of each month during the term of the Notes, commencing November 1, 2007. Payments for 
the first twelve months of interest have been deposited into an escrow account that is to be used 
solely for interest payments on the Notes. Principal payments on the Notes in the aggregate 
amount of $100,000 per month shall be made by the Company commencing on October 1, 2009 
and on the first business day of each succeeding month thereafter through and including the 
Maturity Date. Any principal amount that remains outstanding on September 30, 2010 shall be 
due and payable at that time. 
 
          Amended Note 1. Amended Note 1 amends and restates in its entirety (and is given in 
substitution for and not in satisfaction of) that certain $2,000,000 Secured Term Note made by 
the Company in favor of Laurus on November 30, 2005. The principal changes effected in 
Amended Note 1 were the elimination of monthly principal payments prior to maturity and the 
change in the maturity date from November 30, 2008 to September 30, 2010. Interest payments 
must still be paid monthly at a rate per annum equal to the “prime rate” published in The Wall 
Street Journal from time to time, plus two percent (2%). 


          Amended Note 2. Amended Note 2 amends and restates in its entirety (and is given in 
substitution for and not in satisfaction of) that certain $1,700,000 Secured Term Note made by 
the Company in favor of Laurus on May 31, 2006. The principal changes effected in Amended 
Note 2 were the elimination of monthly principal payments prior to maturity and the change in 
the maturity date from May 31, 2009 to September 30, 2010. Interest payments must still be paid 
monthly at a rate per annum equal to the “prime rate” published in The Wall Street Journal from 
time to time, plus two percent (2%).   
 
          Security for Notes. The Notes, Amended Note 1 and Amended Note 2 are secured by a 
blanket lien on substantially all of the Company’s assets pursuant to the terms of security 
agreements executed by the Company and its subsidiaries in favor of Laurus and a collateral 
agent for the Investors. In addition, the Company has pledged its ownership interests in its 
subsidiaries pursuant to stock pledge agreements executed by the Company in favor of Laurus 
and a collateral agent for the Investors securing their obligations under the Notes. If an event of 
default occurs under the security agreement, the stock pledge agreement or the promissory notes 
issued to Laurus or the Investors, the secured parties have the right to accelerate payments 
under such promissory notes and, in addition to any other remedies available to them, to 
foreclose upon the assets securing such promissory notes. 
 
          Warrant Terms. Three sets of warrants that contain no registration requirements have been  
issued to the Investors (the “A Warrants,” “B Warrants” and “C Warrants”). The A Warrants grant to
the Investors the right to purchase for cash up to 94,722,072 shares of Common Stock at an exercise
price of $0.10 per share. The B Warrants grant the Investors the right to purchase for cash up to
7,893,506 shares of Common Stock at an exercise price of $0.10 per share. The C Warrants grant the
Investors the right to purchase for cash up to 23,680,518 shares of Common Stock at an exercise price
of $0.10 per share. All of such warrants expire on September 30, 2017. If the Company repays the 
Notes, Amended Note 1 and Amended Note 2 in full prior to September 30, 2009, then the C Warrants 
shall be cancelled and terminated. If the Company’s operating cash flow for any two consecutive 
months during the thirteen (13) month period ending October 31, 2008 is greater than $0, then 
the B Warrants shall be cancelled and terminated. The Warrants do not contain registration 
rights and require the Investors to limit the selling of any Common Stock of the Company issued 
upon the exercise of the Warrants to a maximum of twenty-five percent (25%) of the aggregate 
number of shares of the Common Stock traded on such trading day. 
 
          Restrictions on Exercise of Warrant. Neither Investor is entitled to receive shares of 
Common Stock upon exercise of the Warrants if such receipt would cause such Investor to 
beneficially own in excess of 9.99% of the outstanding shares of Common Stock on the date of 
exercise of such warrants. Such provision may be waived by the Investors upon 61 days prior 
written notice to the Company.   
 
          Restricted Cash Agreement. In conjunction with the funding, the Company, North Fork 
Bank (the “Bank”) and LV Administrative Services, Inc., as agent (the “Agent”) for the 
Investors, have executed an agreement under which $2,664,468 from the proceeds of the Notes 
has been deposited into an interest-bearing account (the “Account”) at the Bank. No funds may 
be released from the Account except upon the written direction of the Agent. Following the 
receipt of a release notice from the Agent, the Bank has agreed to promptly disburse the amount 
of cash specified in such release notice to such account as the Agent shall determine in its sole 
 
2


discretion. It is expected that the Agent will release such funds on a regular basis to provide cash 
to the Company for sales and marketing expenditures to grow its business, to cover its net 
operating losses and for working capital. Interest earned on funds deposited in the Account is for
the benefit of the Company.   
 
SECTION 2 – FINANCIAL INFORMATION
 
Item 2.03.    Creation of a Direct Financial Obligation or an Obligation under an Off- 
    Balance Sheet Arrangement of a Registrant. 
 
          Please see Item 1.01 of this Current Report on Form 8-K, which Item is incorporated 
herein by reference, for a description of the terms of the sale of the Notes to the Investors. 
 
SECTION 3 – SECURITIES AND TRADING MARKETS
 
Item 3.02.    Unregistered Sales of Equity Securities. 
 
          Please see Item 1.01 of this Current Report on Form 8-K, which Item is incorporated 
herein by reference, for a description of the terms of the issuance the Warrants and the associated 
excersisability features. The Notes and the Warrants were issued in reliance on the exemption 
from registration provided by Section 4(2) of the Act, on the basis that their issuance did not 
involve a public offering, no underwriting fees or commissions were paid by us in connection 
with such sale and the Investors represented to us that each was an “accredited investor,” as 
defined in the Act. 

SECTION 8 – OTHER EVENTS
Item 8.01    Other Events. 
 
          On October 10, 2007, the Company issued a press release announcing the sale of the 
Notes and the Warrants to the Investors. A copy of the press release is attached hereto as Exhibit 
99.1.   
 
SECTION 9 – FINANCIAL STATEMENT AND EXHIBITS
 
Item 9.01 Financial Statements and Exhibits. 

(c)    Exhibits.    
    Number   Documents 
 
    10.1    Securities Purchase Agreement dated as of September 28, 2007, among 
            eLEC Communications Corp., LV Administrative Services, Inc., 
            Calliope Capital Corporation and Valens Offshore SPV II, Corp. 
 
3


  10.2   Secured Term Note, dated as of September 28, 2007, of eLEC 
    Communications Corp. to Calliope Capital Corporation. 
 
10.3   Secured Term Note, dated as of September 28, 2007, of eLEC 
    Communications Corp. to Valens Offshore SPV II, Corp. 
 
10.4   Funds Escrow Agreement, dated as of September 28, 2007, among eLEC 
    Communications Corp., Loeb & Loeb LLP and LV Administrative 
    Services, Inc., as agent. 
 
10.5   Form of Common Stock Purchase Warrant, dated as of September 28, 
    2007 of eLEC Communications Corp. 
 
10.6   Third Amended and Restated Secured Term Note, dated as of September 
    28, 2007 of eLEC Communications Corp. to Laurus Master Fund, Ltd. 
 
10.7   Amended and Restated Secured Term Note, dated as of September 28, 
    2007 of eLEC Communications Corp. to Laurus Master Fund, Ltd. 
 
10.8   Reaffirmation and Ratification Agreement, dated as of September 28, 
    2007, executed eLEC Communications Corp., Vox Communications 
    Corp., Line One, Inc. AVI Holding Corp. and TelcoSoftware.com Corp. 
 
10.9   Subsidiary Guarantee dated as of September 28, 2007 by Vox 
    Communications Corp., AVI Holding Corp., Telcosoftware.com Corp. and 
    Line One, Inc. 
 
10.10   Restricted Account Agreement, dated as of September 28, 2007 by and 
    among North Fork Bank, eLEC Communications Corp. and LV 
    Administrative Services, Inc., as agent. 
 
10.11   Master Security Agreement dated as of September 28, 2007 among eLEC 
    Communications Corp., Vox Communications Corp., Line One, Inc., AVI 
    Holding Corp., TelcoSoftware.com Corp. and LV Administrative Services 
    Inc., as agent. 
 
10.12   Stock Pledge Agreement dated as of September 28, 2007 among LV 
    Administrative Services Inc., as agent, eLEC Communications Corp., Vox 
    Communications Corp., Line One, Inc., AVI Holding Corp. and 
    TelcoSoftware.com Corp. 
 
99.1   Press release of eLEC Communications Corp. dated October 10, 2007. 
 
4


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: October 10, 2007                                               By:     /s/ Paul H. Riss 
     Paul H. Riss
     Chief Executive Officer
 
5