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, December 10, 1999)
December 16, 1999
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LOG ON AMERICA, INC.
(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 2. Acquisition and Disposition of Assets
On December 10, 1999, Log On America, Inc. ("Registrant") completed the
sale of $5,000,000 in common stock to Nortel Networks Inc. ("Nortel") at a price
of $19.50 per share ("Shares"). The sale was made in accordance with the terms
of a commitment from Nortel to purchase the Shares and in addition to provide
the Registrant with a $45 million multiple advance term loan facility. The
Shares are subject to certain registration rights.
Item 7. Financial Statements and Exhibits
Attached hereto as Exhibit 99.1 is the Investment Agreement by and between
Log On America, Inc. and Nortel Networks Inc., dated as of December 10, 1999, in
connection with the transaction described in Item 2 of this Form 8-K.
Attached hereto as Exhibit 99.2 is the Registration Rights Agreement,
dated as of December 10, 1999, by and between Log On America, Inc.and Nortel
Networks Inc., in connection with the transaction described in Item 2 of this
Form 8-K.
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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.
December 15, 1999 By:s/David R. Paolo
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David R. Paolo, President
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT TITLE
99.1 - Investment Agreement by and between Log On America, Inc. and Nortel
Networks Inc., dated as of December 10, 1999.
99.2 - Registration Rights Agreement, dated as of December 10, 1999, by and
between Log On America, Inc. and Nortel Networks Inc.
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