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): Commission File Number:
JUNE 24, 1998 1-10210
EXECUTIVE TELECARD, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 13-3486421
(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
1720 S. BELLAIRE STREET, 10TH FLOOR
DENVER, COLORADO 80222
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(303) 691-2115
(Former name or former address, if changed since last report)
NOT APPLICABLE
EXECUTIVE TELECARD, LTD.
ITEM 5 OTHER EVENTS
On June 17, 1998, Executive TeleCard, Ltd. (the "Company")
announced that it had entered into an Agreement and Plan of Merger (the "Merger
Agreement") between the Company, IDX International, Inc. ("IDX"), EXTEL Merger
Sub No. 1, Inc., a wholly owned subsidiary of the Company ("Merger Sub"), and
the stockholders of IDX, pursuant to which IDX will merge with and into Merger
Sub, with the result that Merger Sub will survive the merger as a wholly owned
subsidiary of the Company (the "Merger"). The Merger, which is subject to a
number of conditions, including approval by the Federal Communications
Commission, is expected to close in the third quarter of this year.
The Merger Agreement provides that all of the shares of common
stock, no par value, and all of the shares of preferred stock, no par value, of
IDX, issued and outstanding immediately prior to the effective time of the
Merger (excluding any treasury shares), shall be converted into and exchanged
for, in the aggregate, the right to receive (a) 500,000 shares of Series B
Convertible Preferred Stock, par value $.001 per share, of the Company ("Company
Convertible Preferred Stock"), the rights and preferences of which are set forth
in the form of Certificate of Designations, Rights and Preferences of the
Company Convertible Preferred Stock which is attached as Exhibit A to the Merger
Agreement, (b) warrants to purchase 2,500,000 shares of Common Stock, par value
$.001 per share, of the Company (subject to adjustments based upon IDX
performance and the Company's market price), the terms of which are set forth in
the form of Warrant which is attached as Exhibit B to the Merger Agreement, and
(c) $5,000,000 in cash, which amount is subject to decrease.
The foregoing description of the Merger Agreement does not
purport to be complete and is qualified in its entirety by the terms and
conditions of the Merger Agreement. The Merger Agreement (including the exhibits
thereto) is being filed herewith as Exhibit 2.1, and is incorporated herein by
reference. A copy of the press release announcing the execution of the Merger
Agreement is attached as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated June __, 1998, by and
among Executive TeleCard, Ltd., IDX International, Inc., EXTEL
Merger Sub No. 1, Inc. and the stockholders of IDX
International, Inc.
-2-
99.1 Press Release, dated June 17, 1998, regarding the Agreement
and Plan of Merger and the transactions contemplated thereby.
-3-
SIGNATURE
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.
EXECUTIVE TELECARD, LTD.
Date: June 22, 1998 By: /s/ W.P. Colin Smith, Jr.
-------------------------
W. P. Colin Smith, Jr.
Vice President of Legal
Affairs and General Counsel
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EXHIBIT INDEX
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Exhibit Description Page
- ------- ----------- ----
2.1 Agreement and Plan of Merger, dated June __, 1998, by and
among Executive TeleCard, Ltd., IDX International, Inc., EXTEL
Merger Sub No. 1, Inc. and the stockholders of IDX
International, Inc.
99.1 Press Release dated June 17, 1998 relating to the Agreement
and Plan of Merger and the transactions contemplated thereby