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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
October 17, 2000
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(Date of Report: Date of earliest event reported)
EZCONNECT, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 0-27249 87-0284731
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(State or other jurisdiction (Commission File Number) (IRS Employer ID No.)
of incorporation)
2900 Townsgate Road, Suite 200, Westlake Village, CA 91361
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(Address of principal executive office)
Registrant's telephone number, including area code: (818) 991-6300
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6009 South Redwood Road, Salt Lake City, Utah 84123
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 17, 2000, EZConnect, Inc. ("EZConnect") finalize its Agreement and
Plan of Merger ("Merger Agreement") with Encore Wireless, Inc., a California
corporation ("Encore"), wherein EZConnect acquired Encore for $350,000 cash
and 2,500,000 shares of its Series A Preferred Stock. The acquisition was
structured as a stock-for-stock exchange pursuant to Section 368(a)(1)(B) of
the Internal Revenue Code. The securities issued in the acquisition were
issued in a private transaction in reliance on Section 4(2) of the Securities
Act of 1933, as amended. Encore will continued as a wholly-owned subsidiary
of EZConnect.
Of the 2,500,000 shares of EZConnect Series A Preferred Stock issued to the
Encore shareholders, 1,875,000 shares have been placed in escrow and will be
released based on certain performance criteria. One-half the shares placed in
escrow will be "earned-out" based on Encore achieving a minimum number of
subscribers and one-half of the shares placed in escrow shall be "earned-out"
based on the continued active involvement of Messrs. Hamilton and Turley with
the growth and development of Encore.
As a result of the acquisition of Encore, EZconnect is now position as a
provider of private label wireless Internet solutions. Encore offers its
customers wireless voice and data services throughout the United States made
available on the Sprint PCS (R) Nationwide Network. Encore's service provider
relationship with Sprint PCS assures Encore customers the availability of
nationwide digital wireless services on the Sprint PCS (R) Nationwide Network,
while being provided complete private label customer and back office support
by Encore.
In connection with the acquisition of Encore, Kevin Hamilton and Tod Turley,
the principal shareholders and founders of Encore, have been named President
and Senior Vice President of EZConnect, respectively. Hamilton and Turley
replace Greg Spencer and William Flury, who have resigned.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS, AND EXHIBITS
(a)(1) Financial Statements of Business Acquired
The financial statements required to be filed pursuant to this subsection
filing will be supplied when available, but not later than 60 days from the
date of this filing.
(b)(1) Pro Forma Financial Statements.
The pro forma financial statements required to be filed pursuant to this
subsection will be supplied when available, but not later than 60 days from
the date of this filing.
(c) Exhibits. The following exhibits are included as part of this report:
SEC
Exhibit Reference
Number Number Title of Document Location
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20.01 20 Agreement and Plan of Merger, between
EZConnect, Inc., and EZConnect Merger Co,
and Encore Wireless, Inc., dated July 8, 2000 Incorporated
by reference*
20.02 20 Exhibit A Form of Designation of Rights,
Privileges and Preferences of EZConnect
Preferred Stock Incorporated
by reference*
20.03 20 Exhibit B Form of Investor Representation
Letter Incorporated
by reference*
20.04 20 Exhibit C-1 Employment Agreement - Kevin
Hamilton This Filing
20.05 20 Exhibit C-2 Employment Agreement - Tod Turley This Filing
20.06 20 Voting Agreement, among EZConnect, Inc, EZ
Merger Co., Encore Wireless, Inc., Kevin
Hamilton, and Tod M. Turley, dated July 8,
2000 Incorporated
by reference*
20.07 20 Amendment No. 1 [dated August 9, 2000]to
the Agreement and Plan of Merger, between
EZConnect, Inc., EZConnect Merger Co.,
and Encore Wireless, Inc. Incorporated
by reference+
20.08 20 Amendment No. 2 [dated September 18, 2000]
to the Agreement and Plan of Merger, between
EZConnect, Inc., EZConnect Merger Co., and
Encore Wireless, Inc. This Filing
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20.09 20 Amendment No. 3 [dated October 17, 2000] to
the Agreement and Plan of Merger, between
EZConnect, Inc., EZConnect Merger Co., and
Encore Wireless, Inc. This Filing
20.10 20 Registration Rights Agreement, dated
October 17, 2000, between EZConnect, Inc.
and the Encore Shareholders This Filing
20.11 20 Escrow Agreement, dated October 17, 2000
between EZConnect, Inc., Kevin S. Hamilton
Family 1998 Trust, and SSMB Holdings, LLC This Filing
20.12 20 Articles of Merger of Encore Wireless, Inc.
and EZConnect Merger Co., dated October 17,
2000 This Filing
20.13 20 Amended and Restated Designation of Rights,
Preferences and Privileges for the Series A
Preferred Stock of EZConnect, Inc. This Filing
*See the Company's report on Form 8-K, dated July 21, 2000.
+See the Company's report on Form 8-K, dated August 9, 2000.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunder duly authorized.
EZCONNECT, INC.
Date: November 8, 2000 /S/ Philip R. Lacerte, CEO