UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): June 8, 2001 (May 31, 2001)
IEXALT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
75-1667097
NEVADA 00-09322 (IRS EMPLOYER
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) IDENTIFICATION NO.)
12000 AEROSPACE AVENUE, SUITE 375
HOUSTON, TEXAS 77034
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
(281) 464-8400
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
iExalt, Inc., a Nevada corporation ("iExalt"), closed a transaction on May
31, 2001 to sell certain assets to 711.NET, Inc., a North Carolina corporation
("Buyer"). The assets sold are related to CleanWeb, Inc., a Texas corporation
("CleanWeb"), owned by iExalt, which among its business activities provides
Internet dial-up services, Internet Filter services for its consumer clients,
and other Internet services.
Assets sold include iExalt's right, title and interest in all of iExalt's
current subscribers, selected other assets used in, related to, and common and
necessary to the operations of the business and certain tangible/intangible
property.
CleanWeb will continue to market, resell, and produce additional business
and Internet subscriber sales and services to iExalt constituency, market
influences, and other organizations as a Reseller of such Internet services of
the Buyer's ISPBrand Internet access services through a Strategic Marketing and
Reseller Agreement with the Buyer. iExalt expects to produce additional
subscribers for Buyer and has committed to securing at least 10,000 new
subscribers to the Buyer within the initial twelve months following closing.
iExalt will receive royalty amounts on a monthly basis for all active fully
paying subscribers developed through the Marketing relationship. For subscribers
up to 10,000 a royalty of $5.00 per subscriber per month will be remitted. For
subscribers from 10,001 - 20,000 a royalty of $6.00 per subscriber per month
will be remitted. For subscribers over 20,000 a royalty of $7.00 per subscriber
per month will be remitted. Should iExalt not equal or exceed 10,000 subscribers
in the initial twelve months after closing then it will pay the Buyer $50,000
worth of common shares of iExalt not to exceed 100,000 shares.
As consideration for the sale, iExalt received a lump sum payment of
$150,000 cash at closing, an agreement to pay $648,000 such amount to be paid in
monthly payments of not less than $24,000 and payable in not more than 25 months
from the date of transition, and an agreement to issue 438,667 shares of Buyer's
common stock issued at a price of $1.50 per share for a value of $658,000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
b) Pro Forma Financial Information.
As of the date of this Form 8-K, it is impracticable for the
Company to file the required pro forma financial information
relating to the disposition. The Company intends to file such
information concurrently with the Securities and Exchange
Commission as soon as such pro forma financial information can
reasonably be prepared, but no later than seventy-five days after
the consummation of the disposition.
c) Exhibits.
2
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
-------------- ----------------
2.1 Asset Purchase Agreement, dated May 29, 2001,
between iExalt, Inc. and 711.NET, Inc.
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.
DATE: June 8, 2001. iExalt, Inc.
By: /s/ CHRIS L. SISK
---------------------------------
Chris L. Sisk
Executive Vice President and
Primary Financial Officer
INDEX TO EXHIBITS
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
-------------- ----------------
2.1 Asset Purchase Agreement, dated May 29, 2001,
between iExalt, Inc. and 711.NET, Inc.
3