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) February 28, 2000 (February 23, 2000)
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LOG ON AMERICA, INC.
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(Exact name of Registrant as specified in charter)
Delaware 0-25761 05-0496586
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
3 Regency Plaza, Providence, Rhode Island 02903
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (401) 459-6298
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Item 5. Other Events.
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Private Placement.
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On February 23, 2000, Log On America, Inc. (the "Company")
entered into a Securities Purchase Agreement (the "Agreement"), by and among the
Company and the buyers named therein (the "Buyers"). Pursuant to the Agreement,
the Buyers purchased 15,000 shares of the Company's Series A Convertible
Preferred Stock (the "Preferred Shares") and 594,204 common stock purchase
warrants (the "Warrants") for an aggregate consideration of $15 million.
Subject to the terms and conditions set forth in the
Agreement, the Buyers also are required to buy, and the Company will be required
to sell, 10,000 additional Preferred Shares and related Warrants for an
additional consideration of $10 million. The Buyers also have the option to
purchase up to an aggregate of 10,000 additional Preferred Shares and related
Warrants for consideration of $1,000 per Preferred Share.
The offer and sale of the above-mentioned securities is made
pursuant to the exemption from securities registration afforded by Rule 506 of
Regulation D as promulgated by the United States Securities and Exchange
Commission thereunder. The rights, preferences and privileges of the Preferred
Shares are as described in the Company's Certificate of Designations,
Preferences and Rights of Series A Convertible Preferred Stock filed with the
Delaware Secretary of State on February 23, 2000 (the "Certificate of
Designations").
The Company and the Buyers also entered into a Registration Rights
Agreement, dated February 23, 2000, pursuant to which the Company agreed to
prepare and file a registration statement on Form S-3 covering the resale of the
common stock to be issued upon the conversion of the Preferred Shares and the
exercise of the Warrants.
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Nortel Credit Agreement.
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On February 23, 2000, the Company entered into a Credit
Agreement with Nortel Networks Inc., a Delaware corporation ("Nortel"), as
administrative agent and lender, and other lending entities which may become a
party to the Credit Agreement (together with Nortel, the "Lenders").
Under the terms of the Credit Agreement, the Lenders have
committed to an initial advance to the Company of up to $30 million and a second
advance of up to an additional $15 million to finance the Company's commitment
to purchase, by December 31, 2001, up to $47 million of equipment and services
from Nortel. The second advance is subject to the completion of an equity
capital contribution of $10 million in excess of the $15 million sale of
Preferred Shares referenced above.
As collateral for the Company's obligations under the Credit Agreement,
the Company has agreed to grant Nortel, as administrative agent, a security
interest in substantially all of the Company's assets.
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Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits.
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(c) Exhibits.
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Exhibit No. Description.
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3.1 Certificate of Designations, Preferences and Rights of Series A Convertible
Preferred Stock of the Company, as filed with the Delaware Secretary of State
on February 23, 2000.
4.1 Securities Purchase Agreement, dated as of February 23, 2000, by and among
the Company and certain Buyers.
4.2 Registration Rights Agreement, dated as of February 23, 2000, by and among
the Company and certain Buyers.
4.3 Form of Warrant to purchase shares of Common Stock.
99.1 Credit Agreement, dated as of January 31, 2000, by and between the Company
and Nortel Networks Inc. (Portions omitted pursuant to a confidential treatment
request.)
99.2 Press release of the Company, dated February 23, 2000.
Signatures
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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.
LOG ON AMERICA, INC.
February 28, 2000 By: /s/ David R. Paolo
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David R. Paolo, President
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
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3.1 Certificate of Designations, Preferences and Rights of Series A Convertible
Preferred Stock of Log On America, Inc., as filed with the Delaware
Secretary of State on February 23, 2000.
4.1 Securities Purchase Agreement, dated as of February 23, 2000, by and among
Log On America, Inc. and certain Buyers.
4.2 Registration Rights Agreement, dated as of February 23, 2000, by and among
Log On America, Inc., and certain Buyers.
4.3 Form of Warrant to purchase shares of common stock issued pursuant to the
Securities Purchase Agreement.
99.1 Credit Agreement, dated as of January 31, 2000, by and between the Log On
America and Nortel Networks Inc. (Portions omitted pursuant to a confidential
treatment request.)
99.2 Press release of Log On America, Inc., dated February 23, 2000.
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