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
December 18, 2006
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Date of Report (Date of earliest event reported)
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iBASIS, INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-27127 04-3332534
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
20 Second Avenue, Burlington, MA 01803
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(Address of Principal Executive Offices) (Zip Code)
(781) 505-7500
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[x] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry Into Material Definitive Agreement
On December 18, 2006, iBasis, Inc. ("iBasis") and KPN Telecom B.V., a
private limited liability company organized under the laws of the Netherlands
("KPN"), entered into an amendment ("Amendment No. 1") to the Share Purchase and
Sale Agreement between the parties dated as of June 21, 2006 (the "Agreement").
As previously reported, pursuant to the Agreement, KPN will acquire that number
of newly issued shares of iBasis common stock, $0.001 par value per share (the
"Common Stock"), that shall represent, immediately after issuance, 51% of the
issued and outstanding shares of the Common Stock on a fully-diluted basis on
the date of closing (the "Closing") of the transactions contemplated by the
Agreement (the "Transaction"). Amendment No. 1 extends the outside date for the
Closing of the Transaction from December 31, 2006 to April 30, 2007. Pursuant to
Amendment No. 1, iBasis has also agreed to provide KPN with regular updates and
information on its stock option grant review, including accounting, tax,
regulatory and legal proceedings and developments. In all other respects, the
Agreement remains unchanged and the parties have not waived any rights under the
Agreement.
The foregoing description of Amendment No. 1 and the Agreement is not
complete and is qualified in its entirety by reference to such agreements.
In connection with Amendment No. 1, iBasis has issued a press release which
is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
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Number Description
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10.1 Amendment No. 1 dated as of December 18, 2006, to the
Share Purchase and Sale Agreement dated as of June 21,
2006, between iBasis, Inc. and KPN Telecom B.V.
99.1 Press release dated December 18, 2006
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of
the proposed Transaction. In connection with the proposed Transaction, iBasis
intends to file or furnish relevant materials with the SEC, including a proxy
statement on Schedule 14A. STOCKHOLDERS OF iBASIS ARE URGED TO READ ALL RELEVANT
DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, INCLUDING iBASIS'S
PROXY STATEMENT, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT iBASIS,
THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders
will be able to obtain the documents free of charge at the SEC's web site,
http://www.sec.gov, and iBasis's stockholders will receive information at an
appropriate time on how to obtain Transaction-related documents for free from
iBasis and will be able to view such documents on the iBasis website at
www.ibasis.com. Such documents are not currently available.
Participants in Solicitation
KPN and its directors and executive officers, and iBasis and its directors
and executive officers, may be deemed to be participants in the solicitation of
proxies from the holders of iBasis's Common Stock in respect of the proposed
Transaction. Information about the directors and executive officers of KPN's
parent entity, Koninklijke KPN N.V. is set forth in its Form 20-F, which was
filed with the SEC on March 14, 2006. Information about the directors and
executive officers of iBasis is set forth in iBasis's proxy statement for its
2006 Annual Meeting of Stockholders, which was filed with the SEC on March 23,
2006. Investors may obtain additional information regarding the interest of such
participants by reading the proxy statement regarding the Transaction when it
becomes available.
Safe Harbor for Forward-Looking Statements
Statements in this Current Report on Form 8-K regarding the proposed
Transaction between iBasis and KPN, including the statements regarding the
Transaction and products and any other statements regarding the parties' future
expectations, beliefs, goals or prospects constitute forward-looking statements
under Section 21E of the Securities Exchange Act of 1934 and involve risks and
uncertainties. Any statements that are not statements of historical fact
(including statements containing the words "believes," "plans," "anticipates,"
"expects," "estimates" and similar expressions) should also be considered
forward-looking statements. A number of important factors could cause actual
results or events to differ materially from those indicated by such
forward-looking statements, including the parties' ability to consummate the
Transaction due to regulatory restrictions, the failure to receive stockholder
approval, issues related to the Company's stock option review or other reasons,
the ability of iBasis and KPN to successfully integrate their operations and
employees, the ability to realize anticipated synergies, the emergence of new
competitive initiatives resulting from rapid technological advances or changes
in pricing in the market, business conditions and volatility and uncertainty in
the markets that iBasis and KPN serve, and the other factors described in
iBasis's Quarterly Report on Form 10-Q for its most recently completed fiscal
quarter and Annual Report on Form 10-K for its most recently completed fiscal
year, and the Form 20-F filing of Koninklijke KPN N.V. filed with the SEC, all
of which are available at www.sec.gov. Such forward-looking statements are only
as of the date they are made, and iBasis expressly disclaims any intention or
obligation to update any forward-looking statements as a result of developments
occurring after the date of this release.
SIGNATURE
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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: December 18, 2006 iBASIS, INC.
By: /s/ Richard Tennant
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Senior Vice President, Finance and
Administration
And Chief Financial Officer
(Principal Financial and Accounting
Officer)