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.
September 11, 2001
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Date of Report (Date of earliest event reported)
CCC GLOBALCOM CORPORATION
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(Name of Small Business Issuer as specified in its charter)
Nevada 36-36939936
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(State or other jurisdiction of(I.R.S. employer
incorporation or organization identification No.)
SEC File Number 33-30365-C
1250 Wood Branch Park Drive, 6th Floor, Houston, TX 77079
(Address of principal executive offices)
Registrant's telephone no., including area code: (281) 529-4600
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(Former name or former address, if changed since last report)
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Item 2. Acquisitions or Disposition of Assets
CCC GlobalCom Corporation ("CCC Globalcom") (OTCBB: CCGC), is a
telecommunications holding company headquartered in Houston, Texas. CCC
Globalcom is a facilities-based integrated communications provider offering a
full range of communications services to commercial and residential customers,
while providing for a single point of contact through bundled billing services.
On September 11, 2001, CCC GlobalCom, through its wholly-owned subsidiary,
Ciera Network Systems, Inc., acquired substantially all of the assets of
Omniplex Communications Group, LLC ("Omniplex"). Omniplex is authorized as a
Competitive Local Exchange Carrier (CLEC) to provide local telephone service in
21 states and to provide long distance service as an Inter-Exchange Carrier
(IXC) in 17 states. In addition to local and long distance telephone service,
Omniplex offers sales and service of telephone and advanced communications
equipment, high-speed Internet access and web hosting, Virtual Private Networks,
Frame Relay/ATM, Internet based unified messaging, ISDN and xDSL services,
advanced unified voice mail/e-mail/fax services, and enhanced wireless services,
all billed on a consolidated monthly statement.
Omniplex provides approximately 15,000 business lines and 900 residential
lines to approximately 4,550 customer locations in Arkansas, California,
Florida, Illinois, Kansas, Kentucky, Louisiana, Missouri, Nebraska, New Jersey,
New York, Ohio, Oklahoma, Pennsylvania, Tennessee, Texas and Wisconsin.
Approximately 90% percent of the Omniplex customer base is comprised of small
and medium- sized business customers. The most significant concentrations of
Omniplex"s telephony customers are in the St. Louis, Kansas City and
southeastern Missouri markets.
At the times of acquisition of the Omniplex assets, Omniplex was a debtor
in possession under Chapter 11 of the United States Bankruptcy Code under the
jurisdiction of the United States Bankruptcy Court for the Eastern District of
Missouri, Easter Division. On August 27, 2001, the Bankruptcy Court approved the
asset purchase agreement entered into by and between CCC Globalcom and Omniplex
and the Bankruptcy Court entered an order approving the sale of the Omniplex
Assets to CCC Globalcom.
The assets acquired included, but were not limited to:
1. All of the fixed assets (including all machinery, equipment, furniture,
fixtures, supplies and materials) owned by Omniplex;
2. All work in process and unbilled receivables of Omniplex;
3. All accounts receivable, security deposits with landlords or other
parties to Assumed Contracts, all rights to pre-paid carrier payments
(including, without limitation, the right to receive any refunds for security
deposits or other advance payments with the Omniplex's carriers), notes
receivables and other obligations owing to Omniplex;
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4. Omniplex's Long Distance ("LD" Business and the Certified Local Exchange
Carrier ("CLEC") Business;
5. All customers lists and contract rights of Omniplex, including, without
limitation, all written or oral letters of agency of all local and long distance
customers of Omniplex;
6. All rights possessed or utilized by Omniplex with respect to all
computer hardware and computer software owned, leased, licensed or otherwise
utilized by Omniplex;
7. All rights possessed or utilized by Omniplex with respect to all
existing or pending trade names, trade marks, service marks, copyrights, patents
and other intellectual property and all marketing literature and other materials
owned, licensed or otherwise utilized by Omniplex;
8. All existing books and records of Omniplex, including, without
limitation, all of the books and records relating to the Omniplex's customer
lists;
9. All licenses, permits and certifications owned and/or held by Omniplex;
10. All goodwill of Omniplex;
11. Omniplex's name, "Omniplex," and any derivative thereof, its logo,
assumed name or names of Omniplex, along with any common law, state or federal
trademark rights to said names(s), logos or marks;
12. Omniplex's interest in various assumed contracts;
13. All web sites, URL's and domain names of Omniplex; and
14. All cash, any rights of Omniplex to receive refunds of cash from any
party, bank accounts, deposit accounts, negotiable instruments, or any kind,
wherever located. and property of Omniplex, wherever located.
The purchase price for the acquired assets was approximately $ 8,125,000,
payable as follows:
Proceeds from a revolving line of credit from RFC Captial $ 8,125,000.
The acquisition was funded by a $10,000,000 revolving line of credit
provided by RFC Capital.
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Item 7. Financial Statements and Exhibits
A. Financial Statements. As of the date of the filing of this Form 8-K
filing relating to the acquisition described in Item 2, it is impractical for
CCC Globalcom to provide the financial statements required by this Item 7(a). In
accordance with Item 7(a)(4) of Form 8-K, such financial statements shall be
filed by amendment to this Form 8-K no later than 60 days after September the
date this Form 8-K was filed.
B. Exhibits.
10.1 Asset Purchase Agreement
10.2 First Amendment to Asset Purchase Agreement
10.3 Amended and Restated Loan and Security Agreement
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: September 24, 2001 CCC GLOBALCOM CORPORATION
By /s/ Ziad A. Hakim
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Ziad A. Hakim, CEO
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