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): February 9, 2000
FULLNET COMMUNICATIONS, INC.
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(Exact name of registrant as specified in its charter)
Oklahoma 000-27031 73-1473361
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
incorporation) Identification No.)
200 N. Harvey, Suite 1704
Oklahoma City, Oklahoma 73102
(Address of principal executive offices) (Zip Code)
(405) 232-0958
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(Registrant's telephone, including area code)
Item 2. Acquisition or Disposition of Assets.
On January 25, 2000, the Registrant entered into an Asset Purchase
Agreement (the "Agreement") with FullNet of Tahlequah, Inc., an Oklahoma
corporation ("Seller"), and the shareholders of Seller in which the Registrant
purchased substantially all of the Seller's assets. Pursuant to the terms of the
Agreement, the Registrant agreed to pay the Seller an aggregate amount of
$97,735, comprised of $35,890 in cash and a note payable for $61,845. The
interest free note is payable in eighteen monthly installments. The cash portion
of the purchase price was comprised of funds provided from a recent private
placement of the Registrant's common stock. The consideration for the assets was
determined through arm's length negotiations taking into account the recurring
revenues of such assets. Prior to the acquisition, Seller was a customer of
Registrant's ISP access services. The assets purchased by the Registrant include
the ISP subscriber base, any intellectual property rights held by Seller and all
Internet equipment. The Registrant intends to expand its ISP and other
communications operations in the Tahlequah, Oklahoma area.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. Not required.
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(b) Pro Forma Financial Information. Not required.
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(c) Exhibits.
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The following document is filed as part of this Report:
2.1 Asset Purchase Agreement dated January 25, 2000, by and between
FullNet of Tahlequah, William Halpain, Cheryl D. Beaman, Steven
L. Smith and FullNet Communications, Inc.
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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.
FULLNET COMMUNICATIONS, INC.
(Registrant)
Date: February 9, 2000 By: /s/ Timothy J. Kilkenny
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Timothy J. Kilkenny,
President and Chief Executive Officer
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INDEX TO EXHIBITS
Appears at
Sequentially
Exhibit Numbered
Number Description Page
- ------- ----------- ----
2.1 Asset Purchase Agreement dated January 25, 2000, by and 5
between FullNet of Tahlequah, William Halpain, Cheryl D.
Beaman, Steven L. Smith and FullNet Communications, Inc.
4