UNITED STATES
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): April 5, 2000
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Convergence Communications, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 00-21143 87-0545056
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(State or other jurisdiction of (Commission File (IRS Employer
incorporation) Number) Identification No.)
102 West 500 South, Suite 320, Salt Lake City, Utah 84101
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 328-5618
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Wireless Cable & Communications, Inc.
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(Former name or former address, if changed since last report.)
Item 5: Other Events
On April 5, 2000, we completed the acquisition of all of the
outstanding stock of a group of companies that conduct, through directly or
indirectly held operating subsidiaries, high speed data, dial-up Internet, high
speed Internet, telephony and subscription cable television services in
Guatemala. The companies (collectively, the "Metrotelecom companies") have over
8,000 cable television subscribers, 510 high-speed data customers (representing
1,500 connections) and 4,200 Internet customers, and process over six million
telephony minutes per month. The Metrotelecom companies include the largest ISP
in Guatemala, the second largest provider of cable television services in
Guatemala and the largest aggregator of local minutes in Guatemala after the
incumbent telephone operator and the nationalized cellular phone company.
The Metrotelecom companies provide their services primarily through an
IP-based network located in Guatemala City. The network consists of over 90
kilometers of fiber optic infrastructure with six nodes interconnected with 200
kilometers of coaxial cable. The network, which is all underground, uses coaxial
cable for "last mile" connectivity to subscriber locations, and covers
approximately 70% of the Guatemala City business community.
The purchase price for the Metrotelecom companies was $13.5 million. We
paid $3.75 million of that amount in cash at the closing. We also delivered
121,212 common shares at closing, which the parties agreed has a value of $1
million. We paid the balance of the purchase price, $8.75 million, by delivering
four promissory notes at closing. The notes are due on the first through fourth
anniversaries of the closing, and bear interest at the rate of 7% per annum. The
note due on the first anniversary is for $4.75 million, and each of the three
other notes is for $1.33 million. The amount of the first note is subject to
adjustment, depending on the cash balance and intercompany debt of the
Metrotelecom companies as of the closing date.
For a more detailed description of the transaction and our other
Guatemala market operations, see our annual report on Form 10-KSB for the period
ending December 31, 1999.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. N/A
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(b) Pro Forma Financial Information. N/A
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(c) Exhibits. N/A
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CONVERGENCE COMMUNICATIONS, INC.
/s/ Jerry Slovinski
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By: Jerry Slovinski, Chief Financial Officer
Dated: May 1, 2000