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: July 1, 1999
(Date of earliest event reported)
SecurFone America, Inc.
(Exact Name or Registrant as specified in its charter)
DELAWARE 33-83526 94-4453386
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(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
1801 ROBERT FULTON DRIVE, SUITE 400, RESTON, VIRGINIA 20191
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(Address of Principle Executive Offices) (Zip Code)
(703) 938-5204
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(Registrant's telephone number, including area code)
Item 1. Changes in Control of Registrant.
On July 1, 1999, SecurFone America, Inc., a Delaware corporation
("SecurFone"), acquired all of the capital stock of IXATA, Inc., a privately
held California corporation ("IXATA"), from the Gluckman Family Trust,
Andreoli Family Trust, Robert A. Steiner and the remaining shareholders of
IXATA (collectively, the "IXATA Shareholders"), for 4,500,000 shares of
newly-issued common stock, $0.001 par value per share (the "Shares"), of
SecurFone. The IXATA Shareholders are the owners of approximately 41.8 % of
the outstanding Shares. For purposes of Federal securities laws, the above
transaction may be deemed a change in control of SecurFone. The stock
purchase agreement is attached to this Form 8-K as Exhibit 2.1 and is
incorporated herein by reference.
Concurrently with the closing, SecurFone entered into a voting
agreement (the "Voting Agreement") with certain of its stockholders listed on
the signature page thereof (collectively, the "Stockholders"), effective July
1, 1999, that provides that to the extent that any of the Stockholders is the
legal or beneficial owner of any shares of voting stock of SecurFone, they
will vote those shares (1) in favor of electing to the Board of Directors of
SecurFone, Michael M. Grand, Paul B. Silverman and Andrew H. Kent (so long as
each desires to serve) or their respective replacement appointed by Mr.
Grand; and (2) in favor of electing to the Board of Directors of SecurFone,
Fred Gluckman, Robert A. Steiner and Paul Hatch (so long as each desires to
serve) or their respective replacement appointed by vote or consent of a
majority of the Shares held by the IXATA Shareholders. The Voting Agreement
will terminate on the first to occur of: (1) the mutual written agreement of
all of the parties to terminate the Voting Agreement; (2) the death or
dissolution of the last of certain parties to the Voting Agreement; (3) the
sale of 80% or more of the outstanding capital stock of SecurFone; (4)
certain parties to the Voting Agreement cease to collectively own at least
25% of the outstanding voting stock of SecurFone on a fully diluted basis; or
(5) the fifth anniversary of the Voting Agreement. The Stockholders have
shared power to vote, or to direct the voting of, approximately 84% of the
Shares. This description of the Voting Agreement is not and does not purport
to be complete and is qualified in its entirety by reference to the Voting
Agreement. The Voting Agreement is attached to this Form 8-K as Exhibit 4.1
and is incorporated herein by reference.
Item 2. Acquisition or Disposition of Assets.
On July 1, 1999, SecurFone acquired all of the capital stock of
IXATA from the IXATA Shareholders for 4,500,000 Shares.
IXATA, located in San Diego, California, is a telecommunication
service company providing Internet-based purchasing systems designed to
assist the travel industry in negotiating and administrating automated
preferred lodging programs. IXATA is now being operated as a subsidiary of
SecurFone.
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Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) FINANCIAL STATEMENTS OF THE BUSINESS ACQUIRED.
Financial statements of IXATA will be filed with the Securities and
Exchange Commission on Form 8-K not later than September 13, 1999.
(b) PRO FORMA FINANCIAL INFORMATION.
Pro forma financial statements of SecurFone showing the effect of the
acquisition of IXATA will be filed with the Securities and Exchange
Commission on Form 8-K not later than September 13, 1999.
(c) EXHIBITS.
2.1 Stock Purchase Agreement, by and among SecurFone America,
Inc., Montpilier Holdings, Inc., IXATA, Inc. ("IXATA") and all
of the shareholders of IXATA, dated as of July 1, 1999.
4.1 Voting Agreement, by and among SecurFone America, Inc.
("SecurFone") and certain shareholders of SecurFone, dated as
of July 1, 1999.
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 hereunto duly authorized.
Date: July 16, 1999 SECURFONE AMERICA, INC.
By: /S/ PAUL B. SILVERMAN
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Paul B. Silverman, Chief Executive Officer
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EXHIBITS
EXHIBIT NO. EXHIBIT
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2.1 Stock Purchase Agreement, by and among SecurFone America,
Inc., Montpilier Holdings, Inc., IXATA, Inc. ("IXATA") and all
of the shareholders of IXATA, dated as of July 1, 1999.
4.1 Voting Agreement, by and among SecurFone America, Inc.
("SecurFone") and certain shareholders of SecurFone, dated as
of July 1, 1999.
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