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): March 9, 2000
FULLNET COMMUNICATIONS, INC.
(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
(Registrant's telephone, including area code)
Item 2. Acquisition or Disposition of Assets.
On February 29, 2000, the Registrant entered into an Agreement and Plan
of Merger (the "Merger Agreement") with Harvest Communications, Inc.,
("Harvest") an Oklahoma corporation, pursuant to which Harvest merged with and
into FullNet, Inc., a wholly owned subsidiary of the Registrant. Pursuant to the
terms of the Merger Agreement, the Registrant agreed to pay the shareholders of
Harvest an aggregate amount of $1,912,500, payable in 537,500 shares of the
Registrants Common Stock (valued for purposes of the merger at $3.00 per share),
a note payable for $175,000 and $125,000 in cash. The note bears an interest
rate of 8% per annum, with the principal and interest thereon payable on the
earlier to occur of (a) the closing of any single funding (whether debt or
equity) obtained by the Registrant subsequent to the date of the Merger
Agreement in an aggregate amount of at least $2,000,000, (b) the closing of any
underwritten offering of the Registrant's Common Stock, or (c) March 6, 2001.
The Registrant funded the cash portion of the purchase price by bridge financing
obtained through a private placement. The consideration that the Registrant
agreed to pay was determined through arm's length negotiations taking into
account the recurring revenues of Harvest. Prior to the acquisition, Harvest was
a customer of Registrant's Internet service provider ("ISP") access services.
Harvest is an ISP and offers other communication services. The Registrant
intends to expand its ISP and other communications operations in the Enid,
Oklahoma area.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired. To be provided by amendment.
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(b) Pro Forma Financial Information. To be provided by amendment.
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(c) Exhibits.
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The following document is filed as part of this Report:
2.1 Agreement and Plan of Merger Among FullNet Communications, Inc.,
FullNet, Inc. and Harvest Communications, Inc., and Wallace L.
Walcher dated February 29, 2000.
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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: March 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
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2.1 Agreement and Plan of Merger Among FullNet Communications, Inc., 5
FullNet, Inc. and Harvest Communications, Inc., and Wallace L.
Walcher dated February 29, 2000.
4