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): NOVEMBER 16, 1999
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 Items.
On November 16, 1999, Convergence Communications, Inc. (the "Company")
closed the final portion of a $109.5 million private equity and credit facility
financing package with six accredited investors. The terms of the equity and
credit facility financing package are described in greater detail in the
Company's report on Form 8-K dated November 2, 1999. At the closing, the Company
received $25 million in cash from the sale of 3,333,332 shares of its Series C
Convertible Preferred Stock (the "Series C Stock") to three of the six
accredited investors. Those three parties also acquired options to purchase
1,333,332 additional shares of Series C Stock and warrants to purchase 833,332
shares of Common Stock.
At the closing, one of the parties to the equity financing agreement,
Telematica EDC, C.A., also invested $5.25 million dollars in Chispa Dos Inc.
("Chispa"), a controlled subsidiary of the Company which conducts
telecommunications operations in El Salvador. Telematica acquired approximately
32.64% of the outstanding stock of Chispa in exchange for its investment, and
Chispa used approximately $3.86 million of the proceeds of Telematica's
investment to pay down the principal and interest amounts outstanding under the
promissory note Chispa delivered to FondElec in April 1999 in the original
principal amount of $4,769,497. In connection with Telematica's investment in
Chispa, the Company acquired additional shares in Chispa by contributing to
capital approximately $901,000 of the amounts Chispa owed it. As a result of
these transactions, Chispa is held approximately 32.64% by each of the Company
and Telematica, 27.87% by FondElec and 6.85% by third parties. Under the terms
of the shareholders' agreements for Chispa's operation, the Company maintains
day-to-day control over Chispa's operations and is entitled to elect 50% of
Chispa's directors.
On December 6, 1999, the Company issued a press release which describes
the consummation of the private equity and credit facility agreement. A copy of
the press release is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. N/A
(b) PRO FORMA FINANCIAL INFORMATION. N/A
(c) EXHIBITS. The following exhibit is included in this
filing in accordance with the provisions of Item 601
of Regulation S-K:
99.1 Press release dated December 6, 1999.
CONVERGENCE COMMUNICATIONS, INC.
/S/
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By: Jerry Slovinski, Chief Financial Officer
Dated: December 8, 1999