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 12, 1999 (August 3,
1999)
LOG ON AMERICA, INC.
(Exact name of Registrant as specified in charter)
Delaware 0-25761 05-0496586
(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
3 Regency Plaza, Providence, Rhode Island 02903
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (401) 459-6298
Item 2. Acquisition and Disposition of Assets
On July 2, 1999, Log On America, Inc. ("Registrant") entered into a Stock
Purchase Agreement ("Agreement") among the Registrant and three persons
("Sellers") owning 100% of the issued and outstanding capital stock of
cyberTours, Inc., a Massachusetts corporation ("Cybertours"), whereby the
Registrant purchased 100% of the issued and outstanding shares of Cybertours in
exchange for 506,667 shares ("Shares") of the Registrant's common stock, valued
at $15.00 per share ("Common Stock"). The value of the Shares is equal to
$7,600,000 (or approximately 1.65 annualized revenue), subject to certain
adjustments ("Purchase Price"). The transaction closed on August 3, 1999
("Closing Date").
The Registrant delivered the Shares of Common Stock to Sellers in payment
of the Purchase Price. Certain of these Shares are subject to registration
rights. 26,666 of the Shares will be held in escrow pending certain adjustments
to the Purchase Price to be completed within 180 days of the Closing Date.
Pursuant to the Agreement, the Registrant entered into non-compete
agreements with the Sellers whereby the Sellers will not compete with the
Registrant for a period of two years from the Closing Date. The Registrant also
entered into an employment agreement with Stephen J. Gilbert, one of the
Sellers.
Cybertours is a large regional Internet service provide that offers a wide
variety of dial-up Internet access and web hosting services ranging from
personal and business accounts to ISP turnkey solutions and consulting. The
Registrant did not possess any interest in Cybertours prior to the execution and
closing of the Agreement.
Item 7. Financial Statements and Exhibits
Attached hereto as Exhibit 99.1 are Cybertour's required financial
statements in connection with the acquisition described in Item 2 of this
Current Report on Form 8-K.
Attached hereto as Exhibit 99.2, the Registrant has filed the required
pro-forma condensed balance sheet,
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statement of income and explanatory notes, giving effect to the combined
accounts of the Registrant and Cybertours as required by the instructions to
Form 8-K.
Attached hereto as Exhibit 2.1 is a copy of the Stock Purchase Agreement
among the Company and the Sellers.
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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.
LOG ON AMERICA, INC.
August 10, 1999 By:/s/David R. Paolo
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David R. Paolo, President