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): April 20, 2000
ePhone Telecom, Inc.
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(Exact name of registrant as specified in its charter)
Florida
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(State or other jurisdiction of incorporation)
98-0204749
000-27699 Not Applicable
(Commission File Number) (IRS Employer Identification Number)
Suite 1000, 355 Burrard Street, Vancouver B.C., Canada V6C 2G8
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(Address of Principal Executive Offices)
(604) 482-6166
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(Telephone Number, Including Area Code)
(Not Applicable)
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(Former name or former address, if changed since last report)
Item 5. Other Events.
As previously reported in a Special Report on Form 8-K filed on April
17, 2000, on March 7, 2000, the Company finalized an Agency Agreement with
Groome Capital.com Inc. of Canada ("Groome"). Groome agreed to act as the
Company's agent to offer in a private placement, primarily in Canada, but also
globally -- excluding the United States -- up to 16,363,635 Special Warrants at
and for a price of $1.10 per Special Warrant. Each Special Warrant entitles the
holder to receive at no cost, one Unit ("Unit"). Each Unit is comprised of one
share of common stock of the Company and one warrant ("Warrant"). The Warrant
entitles the holder to purchase an additional share of the Company during a term
of 24 months at and for a price of $1.60 per share. The Company will pay Groome
commissions of 8% of the gross proceeds received by the Company from the sale of
the Special Warrants. Groome will also receive as compensation:
(a) broker warrants (the "Broker Warrants") equal to 8% of the number
of Units sold pursuant to the private placement offering; each
Broker Warrant provides Groome with the option to purchase one
share of the Company's common stock, exercisable at $1.10 per
share, for a period of 24 months following the date of closing of
the offering; and
(b) an option to purchase an additional 250,000 shares of common stock
of the Company, exercisable at a price of $0.60 per share, for a
period of 24 months following the date of closing of the offering.
As previously reported, the closing of the sale of the first portion of
the Special Warrants occurred on March 31, 2000. On April 7, 2000, the closing
of the sale of a second portion of the Special Warrants occurred, and on April
20, 2000, the closing of the sale of the final portion of the Special Warrants
occurred. The total net proceeds received by the Company from the Sale of
Special Warrants was approximately $12,205,000. The total number of Special
Warrants sold by the Company was 13,780,838.
SIGNATURES
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.
ePHONE TELECOM, INC.
By: /s/Row Zadeh
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Row Zadeh
President and CEO
Date: May 15, 2000