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) April 17, 2000
-------------------------------
Wolfpack Corporation
--------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 56-2086188
- ------------------------------------ -----------------------------
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
17 Glenwood Avenue, Raleigh, North Carolina 27603
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (919) 831-1351
-------------------------------
Not Applicable
----------------------------------------------------------------------
(Former Name or Former Address, If Changed since Last Report.)
Item 1. Changes in Control of Registrant.
(a) Not Applicable.
(b) Wolfpack Corporation ("Wolfpack") has entered into three agreements to
acquire JetCo Communications Corporation, a Texas corporation, ("JetCo"). Under
the agreements, Wolfpack will acquire a majority of the issued and outstanding
capital stock of JetCo, including its subsidiaries, which do business under the
names E-Z Fon Services, Inc. ("E-Z Fon") and E-Z Wireless, Inc. ("E-Z
Wireless"). JetCo shareholders will receive 10,001,850 shares of newly issued
common stock of Wolfpack. Under the terms of the agreements, JetCo shareholders
will own approximately 57% of the capital stock of Wolfpack on a fully diluted
basis. The acquisition is subject to several conditions, including JetCo
acquiring businesses with revenues of an aggregate of at least $1,000,000.
E-Z Fon provides prepaid local telephone service to just over 1,100 customers in
Texas. Revenues for the first quarter were approximately $206,000 and net
profits were approximately $33,000. Revenues for last year were approximately
$211,000 with a net loss of approximately $9,000.
E-Z Wireless is a prepaid cellular phone service provider operating in Texas and
has service agreements in seven other states. Revenues were approximately
$115,000 for the first quarter and $122,000 from inception (July 1999) through
December 1999. E-Z Wireless broke even during those periods.
JetCo plans to acquire several customer bases and distribution channels in Texas
and throughout the United States with the goal of obtaining 50,000 customers by
the end of 2000.
JetCo has also developed proprietary Integrated Communications Provider
software, which JetCo anticipates will be completed during the second quarter.
The software, along with the anticipated new service agreements will enable E-Z
Fon to provide local phone service, long distance, wireless, paging, Internet
and satellite television services to both prepaid and conventional invoiced
residential customers.
Wolfpack has also acquired 7,000,000 shares of JetCo common stock at an
effective price of $.10 per share for the purpose of financing the JetCo
acquisitions, including the acquisition of the E-Z Fon business operations. The
7,000,000 shares of JetCo acquired by Wolfpack is approximately 43% of JetCo's
outstanding common stock. Wolfpack was granted an option to purchase up to
5,500,000 shares of the common stock of JetCo at $0.10 per share until June 30,
2001, or the option may terminate earlier if JetCo closes the acquisitions by
June 30, 2000. Wolfpack has exercised a portion of the option. Of the 7,000,000
shares of JetCo common stock owned by Wolfpack, 3,000,000 shares were acquired
by exercising a portion of the Option. Under the Option, there are remaining
2,500,000 shares of JetCom common stock which Wolfpack may purchase at $0.10 per
share prior to the termination of the Option.
1
Item 2. Acquisition or Disposition of Assets.
See response to Item 1(b) above.
Item 7. Financial Statements and Exhibits
(a) Financial Statements - The financial statements required to be filed
under Item 7 of Form 8-K shall be filed within 60 days of the date this
Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information - The pro forma financial information
required to be filed under Item 7 of Form 8-K shall be filed within 60
days of the date this Current Report on Form 8-K is required to be
filed.
(c) Exhibits
10.1 Common Stock Purchase Agreement by and between Wolfpack Corporation and
Jetco Communications Corporation dated as of January 13, 2000
10.2 Addendum to the Common Stock Purchase Agreement by and between Wolfpack
Corporation and Jetco Communications Corporation dated as of March 15,
2000
10.3 Common Stock Purchase Agreement by and between Wolfpack Corporation and
Jetco Communications Corporation dated as of March 31, 2000
10.4 Common Stock Purchase Agreement by and among William W. Evans, Ira A.
Hunt, Jr., John Patrick Wellington, Michelle Maidenberg and Wolfpack
Corporation dated as of March 31, 2000
10.5 Press Release dated April 20, 2000
2
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.
WOLFPACK CORPORATION
Date: April 21, 2000 By: /s/ PETER L. COKER
------------------------------
Peter L. Coker
President
3
Exhibit Index
10.1 Common Stock Purchase Agreement by and between Wolfpack Corporation and
Jetco Communications Corporation dated as of January 13, 2000
10.2 Addendum to the Common Stock Purchase Agreement by and between Wolfpack
Corporation and Jetco Communications Corporation dated as of March 15,
2000
10.3 Common Stock Purchase Agreement by and between Wolfpack Corporation and
Jetco Communications Corporation dated as of March 31, 2000
10.4 Common Stock Purchase Agreement by and among William W. Evans, Ira A.
Hunt, Jr., John Patrick Wellington, Michelle Maidenberg and Wolfpack
Corporation dated as of March 31, 2000
10.5 Press Release dated April 20, 2000