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): May 24, 1999 (May 7, 1999)
CLARITI TELECOMMUNICATIONS INTERNATIONAL LTD.
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(Exact name of Registrant as specified in charter)
Delaware 33-90344 23-2498715
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
1341 North Delaware Avenue, Philadelphia, Pennsylvania 19125
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(Address of principal executive offices) (Zip Code)
215-425-8682
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets.
On May 7, 1999, Clariti Telecommunications International, Ltd.
("Clariti") acquired all of the outstanding capital stock of MegaHertz-NKO,
Inc. ("M-NKO") from MegaHertz Communications Corporation and NKO, Inc. in
exchange for 5,500,000 shares of Clariti common stock, of which 1,020,000
shares are to be held in escrow until certain revenue and gross margin targets
are achieved by M-NKO over a 24-month period. The purchase price was based on
an arms-length negotiation between Clariti, M-NKO, MegaHertz Communications
Corporation and NKO, Inc.
M-NKO was formed in January 1999 to succeed to the operations of MegaHertz
Communications Corporation, an Internet Service Provider (ISP), and NKO, Inc.,
a provider of enhanced telecommunications and Internet Protocol ("IP")
telephony services (voice, data, fax and video). M-NKO offers products and
services that meet most aspects of telecommunications including dial up and
dedicated access, customized Web hosting, e-commerce, enhanced
telecommunications and IP Telephony. M-NKO's principal assets are the
electronic switching and traffic routing equipment comprising its managed IP
telephony network as well as the computer systems used in the ISP business.
Clariti acquired M-NKO pursuant to a Share Exchange Agreement dated April
27, 1999, which is filed as Exhibit 2.1 hereto. Clariti issued a press release
on April 29, 1999 regarding the acquisition of M-NKO, which is filed as Exhibit
99.3 hereto.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements
As of the date of filing this Current Report on Form 8-K, it is
impracticable for Clariti to provide the financial statements required by
this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K within the time
constraints stipulated by the Securities and Exchange Commission.
(b) Pro Forma Financial Information
As of the date of filing this Current Report on Form 8-K, it is
impracticable for Clariti to provide the pro forma financial information
required by Item 7(b)(2). In accordance with Item 7(b)(2) of Form 8-K, such
financial information shall be filed by amendment to this Form 8-K within the
time constraints stipulated by the Securities and Exchange Commission.
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(c) Exhibits
2.1 MegaHertz-NKO Share Exchange Agreement, dated April 27, 1999, between
Clariti Telecommunications International, Ltd., and MegaHertz-NKO, Inc.,
MegaHertz Communications Corporation and NKO, Inc.
*99.1 Financial Statements of MegaHertz-NKO, Inc.
*99.2 Pro forma financial information with respect to the registrant's
acquisition of MegaHertz-NKO, Inc.
99.3 Press release, dated April 29, 1999, announcing that Clariti
Telecommunications International, Ltd. had signed a definitive agreement
to acquire all of the outstanding stock of MegaHertz-NKO, Inc.
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* To be filed by amendment
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Signature
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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.
CLARITI TELECOMMUNICATIONS
INTERNATIONAL, LTD.
(Registrant)
May 24, 1999
By: s/James M. Boyd, Jr.
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James M. Boyd, Jr.
Vice President of Finance
and Chief Accounting
Officer
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