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
INCOMNET, INC.
--------------
(Exact name of registrant as specified in its charter)
Date of Report: August 28, 1998
California 0-12386 95-2871296
---------- ------- ----------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
NEW ADDRESS
- ------------
20501 Ventura Boulevard, Suite 265, Woodland Hills, CA 91364
- ------------------------------------------------------ -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 887-3400
21031 Ventura Boulevard, Suite 1100
Woodland Hills, CA 91364
- --------------------------
(Former name or former address if changed since last report)
Total number of pages in this document: 38
-1-
TABLE OF CONTENTS
ITEM 1 CHANGES IN CONTROL OF REGISTRANT . . . . . . . . . . . . . . . . . . . .-3-
ITEM 2. ACQUISITION OF DISPOSITION OF ASSETS . . . . . . . . . . . . . . . . . .-3-
ITEM 3. BANKRUPTCY OR RECEIVERSHIP . . . . . . . . . . . . . . . . . . . . . . .-3-
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. . . . . . . . . . . . . .-3-
ITEM 5. OTHER EVENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-3-
ITEM 6. RESIGNATION OF DIRECTORS AND APPOINTMENT OF NEW DIRECTORS. . . . . . . .-3-
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. . . . . . . . . . . . . . . . . . . .-4-
SIGNATURE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .-4-
-2-
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
None.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
None.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
None.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None.
ITEM 5. OTHER EVENTS
On August 28, 1998, Incomnet, Inc., a California corporation (the
"Registrant"), entered into a Board Change Agreement (the
"Agreement"), dated as of August 27, 1998, with John P. Casey
pursuant to which the Registrant and all of the members of its Board
of Directors agreed to cause a change of five of the current six
members of the Registrant's Board of Directors upon the satisfaction
of certain conditions and pursuant to the other provisions of the
Agreement. The Agreement may be terminated if the change of Board
members does not occur by September 30, 1998. After the change of
Board members, the Registrant's Board of Directors is expected to be
comprised of John P. Casey, John Hill, Jr., Howard Silverman (a
current Board member) and a designee of Mr. Casey who is reasonably
approved by the Registrant's current directors. A complete copy of
the Agreement is attached to this Report as Exhibit 10.1. This Report
is qualified in its entirety by the Agreement. On August 28, 1998, the
Registrant issued a press release, a copy of which is attached hereto
as Exhibit 99.1 and incorporated herein by reference.
ITEM 6. RESIGNATION OF DIRECTORS AND APPOINTMENT OF NEW DIRECTORS
None.
-3-
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS & EXHIBITS
a. Financial Statements - Not applicable.
b. Exhibits
10.1 Board Change Agreement, dated as of August 27, 1998.
99.1 Press Release dated August 28, 1998.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
Date: August 28, 1998 INCOMNET, INC.
By: /S/ MELVYN REZNICK
-------------------------------
Melvyn Reznick,
President
-4-