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
JUNE 30, 2000
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Date of Report (date of earliest event reported)
NETVOICE TECHNOLOGIES CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA 0-29025 91-1986538
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(State or other (Commission file (I.R.S. Employer
jurisdiction of number) Identification Number)
incorporation or
organization)
13747 MONTFORT DRIVE, SUITE 250
DALLAS, TEXAS 75240
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(Address of principal executive offices, including zip code)
(972) 788-2988
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(Registrant's telephone number, including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 30, 2000, Netvoice Technologies Corporation (the "Company")
and its wholly owned subsidiary Netvoice Encom LP (collectively,
"Netvoice") completed the acquisition (the "Acquisition") from World Access
Telecommunications Group, Inc. ("World Access") of a division doing
business as Enhanced Communications (the "Division") pursuant to an Asset
Purchase Agreement ("Agreement"). As consideration for the Acquisition,
Netvoice paid to World Access $6.0 million in cash, issued a convertible
promissory note in the principal amount of $2.1 million and assumed
liabilities in an approximate amount of $2.7 million. The effective date
of the Acquisition was June 1, 2000. Netvoice will record this transaction
under the purchase method of accounting.
ITEM 5. OTHER EVENTS
On June 30, 2000, the registrant issued 3,578,349 shares of a newly
created series of Series A Preferred Stock ("Preferred Stock") to certain
purchasers for approximately $10.6 million in cash pursuant to a Securities
Purchase Agreement among the Company and the purchasers (the "Securities
Purchase Agreement"). Pursuant to the Securities Purchase Agreement, the
Company issued warrants that are exercisable for shares of Preferred Stock
(or Common Stock if the Preferred Stock has been converted) if certain
financial targets and/or NASDAQ listing requirements are not achieved. The
purchasers were also granted certain registration rights with respect to
the shares issued under the Securities Purchase Agreement pursuant to a
Registration Rights Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
In accordance with paragraph (a)(4) of Item 7 of this Form the
historical financial statements required in connection with the acquisition
of the Division are not included in this initial report but will be filed
not later than 60 days after the date this report is required to be filed.
(b) Pro forma financial information
In accordance with paragraph (b)(2) of Item 7 of this Form, the pro
forma financial information required in connection with the acquisition of
the Division are not included in this initial report but will be filed not
later than 60 days after the date this report is required to be filed.
(c) Exhibits
Exhibit
Number Description
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2.2 Asset Purchase Agreement dated June 30, 2000 by and between
Netvoice Technologies Corporation, Netvoice Encom LP and World
Access Telecommunications Group and Exhibits
4.1 Certificate of Voting Powers, Designations, Preferences, and
Relative, Participating, Optional or Other Special Rights of
Series A Convertible Preferred Stock of Netvoice Technologies
Corporation
99.1 Securities Purchase Agreement dated June 30, 2000 by and between
Netvoice Technologies Corporation, BG Media Intermediate Fund
L.P., NV Investments, L.P., and other investors and Exhibits
99.2 Registration Rights Agreement dated June 30, 2000 between
Netvoice Technologies Corporation, BG Media Intermediate Fund
L.P., NV Investments, L.P. and other investors
99.3 Convertible Secured Promissory Note from Netvoice Encom LP to
World Access Telecommunications Group, Inc. in the principal
amount of $2,100,000
99.4 Registration Rights Agreement dated June 30, 2000 between
Netvoice Technologies Corporation and World Access
Telecommunications Group, Inc.
99.5 Unconditional Guarantee of Payment and Performance dated Jule 30,
2000 by Netvoice Technologies Corporation in favor of World
Access Telecommunications Group, Inc.
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 thereunto duly authorized.
NETVOICE TECHNOLOGIES CORPORATION
Date: July 17, 2000 By: /s/ JEFFREY ROTHELL
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Jeffrey Rothell, President, Chief
Executive Officer
Date: July 17, 2000 By: /s/ GARTH COOK
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Garth Cook, Treasurer, Chief
Financial Officer and Chief
Accounting Officer
INDEX TO EXHIBITS
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Exhibit
Number Description
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2.2 Asset Purchase Agreement dated June 30, 2000 by and between
Netvoice Technologies Corporation, Netvoice Encom LP and World
Access Telecommunications Group and Exhibits
4.1 Certificate of Voting Powers, Designations, Preferences, and
Relative, Participating, Optional or Other Special rights of
Series A Convertible Preferred Stock of Netvoice Technologies
Corporation
99.1 Securities Purchase Agreement dated June 30, 2000 by and between
Netvoice Technologies Corporation, BG Media Intermediate Fund
L.P., NV Investments, L.P., and other investors
99.2 Registration Rights Agreement dated June 30, 2000 between
Netvoice Technologies Corporation, BG Media Intermediate Fund
L.P. and other investors
99.3 Convertible Secured Promissory Note from Netvoice Encom LP to
World Access Telecommunications Group, Inc. in the principal
amount of $2,100,000
99.4 Registration Rights Agreement dated June 30, 2000 between
Netvoice Technologies Corporation and World Access
Telecommunications Group, Inc.
99.5 Unconditional Guarantee of Payment and Performance dated Jule 30,
2000 by Netvoice Technologies Corporation in favor of World
Access Telecommunications Group, Inc.