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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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):
August 3, 2001
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AVERY COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-27095 22-2227079
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
190 South Lasalle Street
Suite 1710
Chicago, Illinois 60603
(Address of Principal Executive Offices)(Zip Code)
(312) 419-0077
(Registrant's telephone
number, including area code)
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Item 5. Other Information.
On August 3, 2001, Avery Communications, Inc., through its wholly owned
subsidiary ACI Communications, Inc. ("ACI"), completed its previously announced
acquisition of assets from nTelecom Holdings, Inc, a Delaware corporation, OAN
Services, Inc., a Texas corporation and OAN Services of Florida, Inc., a Texas
corporation (collectively, "OAN"), whereby ACI acquired substantially all of the
assets of OAN. The aggregate purchase price was approximately $10.4 million. The
acquisition is more fully described in the Asset Purchase Agreement and the
Management Support and Post-Petition Financing Agreement, which are attached
hereto as Exhibits 2.1 and 2.2, respectively, and incorporated by reference
herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
The financial statements required by this item will be filed by
amendment not later than 60 days after the date that this Current
Report on Form 8-K must be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item will be
filed by amendment not later than 60 days after the date that this
Current Report on Form 8-K must be filed.
(c) Exhibits.
2.1 Asset Purchase Agreement dated May 25, 2001 by and among OAN
Services, Inc., nTelecom Holdings Inc., OAN Services of
Florida, Inc. and ACI Communications, Inc.
2.2 Management Support and Post-Petition Financing Agreement
dated May 25, 2001 by and among OAN Services, Inc., nTelecom
Holdings Inc., OAN Services of Florida, Inc. and ACI
Communications, Inc.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 20, 2001 AVERY COMMUNICATIONS, INC.
By: /s/ Scot M. McCormick
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Scot M. McCormick
Vice President