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): Oct. 27, 1999 (Oct. 12, 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)
1735 Market Street, Mellon Bank Center, Suite 1300
Philadelphia, Pennsylvania 19125
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(Address of principal executive offices) (Zip Code)
215-979-3600
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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 October 12, 1999, Clariti Telecommunications International, Ltd.
("Clariti") acquired all of the outstanding capital stock of NKA Communications
Pty. Ltd. ("NKA") from Peter Cook and Yankel Koncepolski, the founders and
former owners of NKA. Consideration paid for NKA consisted of 1,500,000 shares
of Clariti common stock, of which 350,000 shares are being held in escrow until
certain revenue and gross margin targets are achieved by NKA over a 24-month
period. The purchase price was based on an arms-length negotiation between
Clariti and Peter Cook and Yankel Koncepolski.
NKA is an Australian based provider of Internet Protocol ("IP") telephony
to corporate clients. NKA utilizes the same IP telephony technology used by
Clariti IP Services (formerly MegaHertz-NKO), which Clariti acquired in May
1999. NKA is currently connected to the IP Network managed by Clariti IP
Services. NKA's principal assets are the electronic switching and traffic
routing equipment comprising its managed IP telephony network.
Clariti acquired NKA pursuant to a Share Exchange Agreement dated August
10, 1999, which is filed as Exhibit 2.1 hereto. Clariti issued a press release
on September 30, 1999 regarding the acquisition of NKA, 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 Share Exchange Agreement, dated August 10, 1999, between Clariti
Telecommunications International, Ltd., and NKA Communications Pty.
Ltd., Peter Cook, Yankel Koncepolski, et.al.
*99.1 Financial Statements of NKA Communications Pty. Ltd.
*99.2 Pro forma financial information with respect to the registrant's
acquisition of NKA Communications Pty. Ltd.
99.3 Press release, dated September 30, 1999, announcing that Clariti
Telecommunications International, Ltd. had signed a definitive agreement
to acquire all of the outstanding stock of NKA Communications Pty. Ltd.
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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)
October 27, 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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