================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 20, 2000 Date of Report (Date of earliest event reported) eVentures Group, Inc. (Exact name of Registrant as Specified in Charter) Delaware 0-28579 75-2233445 - --------------- ----------- ------------------- (State or Other (Commission (IRS Employer Jurisdiction of File Number) Identification No.) Incorporation) 300 Crescent Court, Suite 800 Dallas, Texas 75201 ----------------------------- (Address of Principal Executive Offices) 214-777-4100 -------------- (Registrant's telephone number including area code) (Not Applicable) (Former Name or Former Address, if Changed Since Last Report) ================================================================================ Item 5. Other Events On June 20, 2000 we entered into (i) an Amended and Restated IRU Agreement with Qwest Communications Corporation ("Qwest"), (ii) a Payment Letter with Qwest and (iii) a Common Stock Subscription Agreement and related Registration Rights Agreement with an affiliate of Qwest. The cumulative effect of these agreements was a resolution of our previously disclosed dispute with Qwest regarding an IRU purchased by us from Qwest on September 30, 1999. We paid Qwest $7,500,000 of cash and issued to Qwest 421,462 shares of our common stock valued at $7,500,000. We also issued 95,871 shares of our common stock to Qwest as a prepayment of certain ongoing charges under the IRU agreement. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (a) Financial Statements None. (b) Pro Forma Financial Information None. (c) Exhibits 99.1 Press Release dated June 26, 2000. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: June 26, 2000 eVentures Group, Inc. By:/s/Stuart Chasanoff ---------------------------------------- Name: Stuart Chasanoff Title: Senior Vice President, Corporate Development and Legal Affairs Index to Exhibits 99.1 Press Release, dated June 26, 2000.