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): NOVEMBER 20, 2000 ----------------- C-PHONE CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) New York 0-24424 06-1170506 - -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission) (IRS Employer of Incorporation) File Number) Identification No.) 6714 Netherlands Drive, Wilmington, North Carolina 28405 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (910) 395-6100 -------------- N/A - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 1 ITEM 6. OTHER EVENTS. On November 20, 2000, C-Phone Corporation announced that it was winding down its videoconferencing operations and laying off about one-third of its 32 employees. C-Phone intends to sell its remaining inventory and attempt to license its technology, while also considering strategic alternatives such as a business combination or a complete liquidation. In spite of the previously disclosed cost cutting measures and change in sales and marketing focus, C-Phone was unable to successful generate sufficient revenues to cover operating costs. In addition, strategic relationships with potential partners and customers failed to develop due, in part, to the inability to securing necessary financing by these potential customers or C-Phone. C-Phone also had been exploring strategic initiatives. A small core group of employees required to maintain minimal operations during the period in which C-Phone will explore its alternatives (or to implement an orderly winding up of its affairs) will continue for a limited period of time. As a result of C-Phone's current commitments and contingencies, it is not currently known whether the proceeds from a sale or liquidation would be sufficient to permit an eventual distribution to C-Phone shareholders. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99. Press Release, dated November 20, 2000 * * * * * * * * * * 2 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. C-PHONE CORPORATION By: /s/ PAUL H. ALBRITTON --------------------------------- President and Chief Executive Date: November 20, 2000 3