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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 17, 1999 1-10210
eGLOBE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-3486421
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(State or other jurisdiction (IRS Employer
of incorporation) Identification Number)
2000 PENNSYLVANIA AVENUE, N.W., SUITE 4800
WASHINGTON, D.C. 20006
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(303) 691-2115
EXECUTIVE TELECARD, LTD.
(Former name or former address, if changed since last report)
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EGLOBE, INC.
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
On June 17, 1999 (the "Closing Date"), eGlobe, Inc., formerly known as
Executive TeleCard, Ltd., ("eGlobe"), through its new subsidiary Vogo Networks,
LLC ("Vogo"), acquired substantially all of the assets of Connectsoft
Communications Corporation ("CCC") and Connectsoft Holding Corp.
("Connectsoft"), wholly owned subsidiaries of American United Global, Inc.
("AUGI").
In the transaction, eGlobe acquired software and related technology and
intellectual property, as well as a talented and dedicated development team and
a half million dollars in cash.
The purchase price consisted of preferred stock of eGlobe and the
assumption of debt by eGlobe and Vogo totalling approximately $8 million: (1)
Vogo has assumed approximately $5 million in liabilities of CCC and Connectsoft,
consisting primarily of long-term lease obligations; (2) eGlobe has issued to
AUGI its 6% Series G Cumulative Convertible Redeemable Preferred Stock (the
"Series G Preferred Stock"), having a liquidation value of $3 million (the
"Liquidation Preference"); and (3) eGlobe has issued a note (the "eGlobe Note")
to AUGI in the amount of $500,000.
The terms of the Series G Preferred Stock are set forth in the
Certificate of Designations, Rights and Preferences of the Series G Preferred
Stock, which is attached hereto as Exhibit 4.1. The Series G Preferred Stock
must be redeemed by eGlobe for cash in an amount equal to the Liquidation
Preference on the earlier to occur of five years from the Closing Date or the
first date that eGlobe receives in any transaction or series of transactions any
equity financing of at least $25 million. The Series G Preferred Stock is
convertible from and after October 1, 1999 at the option of the holder, with a
conversion price equal to 75% of the market price of eGlobe stock at the time of
conversion (but not less than $3.00 per share). The holders of the Series G
Preferred Stock are entitled to receive cumulative annual dividends of 6.0% of
the Liquidation Preference payable, at the option of eGlobe, in cash, in shares
of eGlobe common stock, or a combination of cash and eGlobe common stock.
The acquisition was effected under an Asset Purchase Agreement, dated
as of July 10, 1998, as amended, most recently by an amendment dated June 17,
1999 (the "Purchase Agreement") and related documents.
The foregoing description of the Acquisition does not purport to be
complete and is qualified in its entirety by reference to the transaction
documents
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attached hereto, each of which is incorporated herein by reference. A copy of
the press release, dated June 15, 1999, issued by eGlobe regarding the above-
described transaction is attached as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
It is not practicable to provide the required financial statements for
Vogo at this time. The statements will be filed as soon as they are prepared and
not later than August 31, 1999.
(b) Pro Forma Financial Information.
It is not practicable to provide the required pro forma financial
statements for Vogo at this time. The statements will be filed as soon as they
are prepared and not later than August 31, 1999.
(c) Exhibits.
2.1 Asset Purchase Agreement, dated July 10, 1998, by and among Executive
TeleCard, Ltd., American United Global, Inc., Connectsoft
Communications Corporation, Connectsoft Holding Corp., and C-Soft
Acquisition Corp.
2.2 Amendment No. 1 to Asset Purchase Agreement, dated July 30, 1998, by
and among Executive TeleCard, Ltd., American United Global, Inc.,
Connectsoft Communications Corporation, Connectsoft Holding Corp., and
C-Soft Acquisition Corp.
2.3 Amendment No. 2 to Asset Purchase Agreement, dated August _, 1998, by
and among Executive TeleCard, Ltd., American United Global, Inc.,
Connectsoft Communications Corporation, Connectsoft Holding Corp., and
C-Soft Acquisition Corp.
2.4 Amendment No. 3 to Asset Purchase Agreement, dated June 17, 1999, by
and among Executive TeleCard, Ltd., American United Global, Inc.,
Connectsoft Communications Corporation, Connectsoft Holding Corp., and
C-Soft Acquisition Corp.
2.5 Assignment and Assumption Agreement, dated as of June 17, 1999, by and
among Vogo Networks, LLC, Connectsoft Communications Corporation, and
Connectsoft Holding Corp.
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4.1 Certificate of Designations, Rights and Preferences of Series G
Cumulative Convertible Redeemable Preferred Stock of Executive
TeleCard, Ltd.
4.2 Form of Promissory Note payable to American United Global, Inc. in the
aggregate principal amount of $500,000.
4.3 Form of Promissory Note payable to Connectsoft Communications
Corporation in the aggregate principal amount of $200,000.
4.4 Registration Rights Agreement, dated as of June 17, 1999, by and
between Executive TeleCard, Ltd. and American United Global, Inc.
10.1 Security Agreement, dated as of June 17, 1999, by and between American
United Global, Inc. and Vogo Networks, LLC
99.1 Press Release, dated June 15, 1999, regarding the Purchase Agreement
and the transactions contemplated thereby.
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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.
eGLOBE, INC.
Date: July 2, 1998 By: /s/ Graeme S.R. Brown
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Graeme S.R. Brown
Associate General Counsel
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EXHIBIT INDEX
Exhibit Description Page
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2.1 Asset Purchase Agreement, dated July 10, 1998, by and among Executive
TeleCard, Ltd., American United Global, Inc., Connectsoft
Communications Corporation, Connectsoft Holding Corp., and C-Soft
Acquisition Corp.
2.2 Amendment No. 1 to Asset Purchase Agreement, dated July 30, 1998, by
and among Executive TeleCard, Ltd., American United Global, Inc.,
Connectsoft Communications Corporation, Connectsoft Holding Corp., and
C-Soft Acquisition Corp.
2.3 Amendment No. 2 to Asset Purchase Agreement, dated August _, 1998, by
and among Executive TeleCard, Ltd., American United Global, Inc.,
Connectsoft Communications Corporation, Connectsoft Holding Corp., and
C-Soft Acquisition Corp.
2.4 Amendment No. 3 to Asset Purchase Agreement, dated June 17, 1999, by
and among Executive TeleCard, Ltd., American United Global, Inc.,
Connectsoft Communications Corporation, Connectsoft Holding Corp., and
C-Soft Acquisition Corp.
2.5 Assignment and Assumption Agreement, dated as of June 17, 1999, by and
among Vogo Networks, LLC, Connectsoft Communications Corporation, and
Connectsoft Holding Corp.
4.1 Certificate of Designations, Rights and Preferences of Series G
Cumulative Convertible Redeemable Preferred Stock of Executive
TeleCard, Ltd.
4.2 Form of Promissory Note payable to American United Global, Inc. in the
aggregate principal amount of $500,000.
4.3 Form of Promissory Note payable to Connectsoft Communications
Corporation in the aggregate principal amount of $200,000.
4.4 Registration Rights Agreement, dated as of June 17, 1999, by and
between Executive TeleCard, Ltd. and American United Global, Inc.
10.1 Security Agreement, dated as of June 17, 1999, by and between American
United Global, Inc. and Vogo Networks, LLC.
99.1 Press Release, dated June 15, 1999, regarding the Purchase Agreement
and the transactions contemplated thereby.