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
March 13, 2000
Date of Report (Date of earliest event reported):
VOYAGER.NET, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 000-26661 38-3431501
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification No.)
4660 S. HAGADORN ROAD, SUITE 320
EAST LANSING, MI 48823
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code:
(517) 324-8940
ITEM 5. OTHER EVENTS.
On March 13, 2000, Voyager.net, Inc. (the "Company"), CoreComm Limited
("CoreComm") and CoreComm Group Sub I, Inc., a wholly owned subsidiary of
CoreComm ("Sub") announced that they had entered into an Agreement and Plan of
Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, Sub will
merge with and into the Company, with the Company surviving the merger as a
wholly owned subsidiary of CoreComm (the "Merger"). Under the terms of the
Merger Agreement, each outstanding share of Company common stock (except for
shares held by the Company, CoreComm or Sub or any of their respective
subsidiaries, and those dissenting stockholders who exercise and perfect their
appraisal rights) will be converted into the right to receive a cash payment of
$3.00 and .292 shares of CoreComm common stock. Under the Merger Agreement's
collar provisions, the shares of CoreComm common stock that will be issued by
CoreComm in the Merger will be adjusted based on CoreComm's stock price at
closing.
The Company's Board of Directors has approved the Merger Agreement and
the transactions contemplated thereby, including the Merger. Consummation of the
transactions, including the Merger, is subject to the approval of the Company's
stockholders, certain regulatory approvals and other conditions. Holders of over
a majority of the voting shares of the Company have entered into an agreement
(the "Voting Agreement") with CoreComm to vote in favor of the Merger, the
Merger Agreement and the transactions contemplated by the Merger Agreement.
The foregoing summary of the Merger Agreement and the Voting Agreement
and the transactions contemplated thereby is qualified in its entirety by
reference to the Merger Agreement which is attached hereto as Exhibit 2.1 and
is incorporated herein by reference, the Voting Agreement, which is attached
hereto as Exhibit 10.1 and is incorporated herein by reference and the press
release issued in connection with the execution of the Merger Agreement and the
Voting Agreement which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits. The following exhibits are provided in accordance with the
provisions of Item 601 of Regulation S-K and are filed herewith unless otherwise
noted.
*Exhibit 2.1 - Agreement and Plan of Merger dated as of March 12, 2000
among CoreComm Limited, CoreComm Group Sub I, Inc. and
Voyager.net, Inc.
*Exhibit 10.1 - Voting Agreement dated as of March 12, 2000 among CoreComm
Limited and the Shareholders identified therein.
Exhibit 99.1 - Press Release, issued March 13, 2000.
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* The exhibits and schedules thereto have been omitted but copies thereof will
be furnished supplementally to the Commission upon request.
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.
VOYAGER.NET, INC.
Date: March 17, 2000 By: /s/ Christopher Torto
---------------------------------
Christopher Torto
Chief Executive Officer
Exhibit Index
Exhibit
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*2.1 - Agreement and Plan of Merger dated as of March 12, 2000
among CoreComm Limited, CoreComm Group Sub I, Inc. and
Voyager.net, Inc.
*10.1 - Voting Agreement dated as of March 12, 2000 among CoreComm
Limited and the Shareholders identified therein.
99.1 - Press Release, issued March 13, 2000.
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* The exhibits and schedules thereto have been omitted but copies thereof will
be furnished supplementally to the Commission upon request.