SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
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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): September 3, 1999
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INCOMNET, INC.
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-12386 95-2871296
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2801 MAIN STREET, IRVINE, CALIFORNIA 92614
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 251-8000
(Former Name of former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
As previously disclosed on September 22, 1999 in a Form 8-K filed with the
Securities and Exchange Commission ("SEC"), Incomnet, Inc. (ICNTE) and its
wholly owned subsidiary Incomnet Communications Corporation (ICC) each filed for
voluntary petitions for protection under Chapter 11 of the Federal Bankruptcy
Code in the United States Bankruptcy Court for the Central District of
California, Santa Ana division.
In three separate press releases dated January 3, 2000, ICNTE and ICC
announced the following events.
De-listing of ICNTE's Common Stock from the Nasdaq
On September 3, 1999, ICNTE's shares of common stock, which traded under
the symbol ICNTE, were de-listed from the Nasdaq SmallCap Market. This action
was taken as a result of ICNTE's failure to meet the net tangible assets and
filing requirements as stated in Nasdaq's marketplace Rules 4310(c)(02) and
4310(c)(14). Management announced they do not anticipate that ICNTE's shares of
common stock will be re-listed.
Common Stockholders of Incomnet
Although a final determination has not yet been made, it is management's
opinion that after all secured and unsecured creditors have settled with ICNTE
in accordance with the Chapter 11 proceedings, no residual value will be left
for ICNTE's shareholders or class action members.
Certain Financial Results (Unaudited)
ICNTE announced their unaudited financial results for the second and third
quarters ended June 30, 1999 and September 30, 1999.
Foothill Capital Corporation Debtor-in-Possession Financing Assignment to
Ironwood Telecom LLP
On December 27, 1999 ICC received court approval for the assignment of
ICC's debtor-in-possession financing from Foothill Capital Corporation to
Ironwood Telecom, LLP, ICNTE's and ICC's largest secured creditor. ICC will be
obligated under substantially the same financing terms with Ironwood as it was
with Foothill. The assumption by Ironwood allows ICC more time to execute its
reorganization efforts in the coming months
Extension to File a Plan of Reorganization with the Bankruptcy Court
ICNTE and ICC each received court approval to extend to January 31, 2000
their respective deadlines for filing each company's plan of reorganization with
the bankruptcy court.
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Launch of New Network Marketing Program
ICC announced the launch of a new internet-based network marketing program.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number Description
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99.1 Press Release entitled "Incomnet Announces Events Important to
its Common Shareholders," dated January 3, 2000.
99.2 Press Release entitled "Incomnet Announces the Assignment of
Incomnet Communications Corporation's Debtor-in-Possession
Financing and a Court Extension to File a Plan of
Reorganization," dated January 3, 2000.
99.3 Press Release entitled "Incomnet Communications Corporation, a
Wholly Owned Subsidiary of Incomnet, Inc., Launches New
Network Marketing Program," dated January 3, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Current Report to be signed on its behalf by
the undersigned hereunto duly authorized.
INCOMNET, INC.
A CALIFORNIA CORPORATION
By: /s/ Stephen A. Garcia
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Stephen A. Garcia
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICE
Date: February 11, 2000
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