SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 8, 1999
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INTERNET CABLE CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA 000-26011 87-0540291
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Second Floor, 263 King Street, Charleston, South Carolina 29401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (843) 722-8007
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Not applicable
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(Former name or former address, if changed since last report.)
This Form 8-K/A1 amends the Form 8-k filed by the Registrant on July 23, 1999
(File No. 0-26011) with regards to disclosures required in Item 4.
Item 2. Acquisition or Disposition of Assets.
On July 8, 1999, the Registrant entered into a Share Purchase Agreement with all
of the eight stockholders of Cable Systems Technical Services, Inc., an Ontario,
Canada corporation, ("CSTSI"). Pursuant to the Share Purchase Agreement, the
Registrant will acquire all of the issued and outstanding common shares of CSTSI
in consideration of $3,900,000 (US) and 75,000 options to purchase shares of the
Registrant's common stock at an exercise price of $2.50 (US) per share for a
period of two years. In addition, the Registrant is obligated to cause CSTSI to
repay approximately $396,785 (US) in loans outstanding to a CSTSI stockholder,
to cause CSTSI to redeem and retract, by the closing date, all of the issued and
outstanding Class A Preferred Stock of CSTSI (50 shares) and to effect the
discharge of all personal guarantees of debts and other obligations of CSTSI and
its subsidiaries made to CSTSI's vendors.
Upon the consummation of the transactions contemplated by the Share Purchase
Agreement, CSTSI will become a wholly-owned subsidiary of the Registrant. The
Registrant has deposited $100,000 (US) against the purchase price. The
transactions contemplated by the Share Purchase Agreement are scheduled to close
on September 19, 1999, subject to up to three extensions, in the sole discretion
of the Registrant, for thirty calendar days each. In the event the Registrant
elects to extend the closing date, the Registrant is obligated to increase the
deposit in the amount of $40,000 (US) for each thirty-day extension.
The price to be paid by the Registrant for CSTSI has been determined at two
times the forecasted 1999earnings of CSTSI. There is no assurance the forecasted
earnings will be achieved.
Prior to the date of the Share Purchase Agreement, there was no material
relationship between the Registrant, CSTSI or the CSTSI shareholders.
The Registrant plans to fund the purchase price by the sale of its securities to
strategic partners and certain institutional investors. Although the Registrant
is currently in discussions regarding the funding, the Registrant does not have
any written commitments for funding at the date of this report.
CSTSI provides sophisticated engineering, testing, maintenance and other
services to the cable television industry in the United States and Canada. CSTSI
maintains offices in Chicago, Illinois, Jacksonville, Florida and Richmond,
Virginia in the United States and in Toronto, London and Cambridge in Canada.
CSTSI has approximately one hundred twenty employees. CSTSI generated revenues
of approximately $4 million (US) and earned net income of approximately $200,000
(US) (unaudited) during the year ended December 31, 1998. CSTSI has been in
business since 1995.
Item 4. Change in Registrant's Certifying Accountant.
Durland & Company, CPAs, P.A., of Palm Beach, Florida ("Durland") audited the
Registrant's financial statements at and for the years ended June 30, 1998 and
1997. Upon the mutual decision of the Registrant and Durland, Durland, Durland
has not been engaged to audit the Registrant's financial statements at and for
the year ended June 30, 1999. Such mutual decision was made in the last week of
May 1999. The Registrant's decision not to engage Durland was recommended by its
Board of Directors at a meeting held on July 6, 1999. Durland's report on the
Registrant's financial statements at and for the years ended June 30, 1998 and
1997 did not contain an adverse opinion or a disclaimer of opinion, or was not
qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Registrant's two most recent fiscal years audited at and for June 30,
1998 and 1997, there were no disagreements between the Registrant and Durland on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure. In addition, there were no
disagreements between the Registrant and Durland on any matter of accounting
principles or practices, or financial statement disclosures for the March 31,
1999 interim financial statements.
The Registrant has engaged Freedman Alpren & Green, Certified Public Accountants
of New York City, to audit its financial statements at and for the year ended
June 30, 1999. Neither the Registrant nor anyone on its behalf at any time has
consulted the newly engaged accountant regarding: (i) the application of
accounting principles to a specified transaction, either completed or proposed;
or (ii) the type of audit opinion that might be rendered on the Registrant's
financial statements, or (iii) any matter that was either the subject of a
disagreement (there being none) or a reportable event (there being none).
Durland's letter addressed to the Commission stating whether it agrees with the
foregoing statements made by the Registrant is filed herewith.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired:
To be filed by amendment within sixty days, subject to completion of the
acquisition.
(b) Pro forma financial Information:
To be filed by amendment within sixty days subject to completion of the
acquisition.
(c) Exhibits:
10. Share Purchase Agreement by and between Internet Cable Corporation,
1291973 Ontario Limited, Eugene Harbin, Joseph Melanson, Ontario Cable
and Contracting Incorporated, Rupel Holdings Inc., Ryvon Future Inc.,
Vonda Thompson, Joseph Melanson, In Trust and Cable Systems Technical
Services Inc., dated July 8, 1999 (filed herwith).
16. Letter of Durland & Company (filed herwith).
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.
Internet Cable Corporation
By: /s/ Timothy R. Karnes
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Timothy R. Karnes, Chief Executive Officer
Date: August 4, 1999