8-K

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

June 21, 2005

Date of Report (Date of earliest event reported)

iBASIS, INC.

(Exact Name of Registrant as Specified in Charter)

DELAWARE	0-27127	04-3332534
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20 Second Avenue, Burlington, MA  01803

(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):

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement

On June 21, 2005, iBasis, Inc., a Delaware corporation (the “Company”) entered into an agreement with JMG Triton Offshore Fund, Ltd. and JMG Capital Partners (together, “JMG”), pursuant to which JMG converted $8,000,000 aggregate principal amount of the Company’s 8% Secured Convertible Notes due 2007 (the “8% Notes”) held by JMG, in accordance with the terms of that certain Indenture, dated as of June 18, 2004, among the Company, certain of the Company’s subsidiaries, and The Bank of New York, relating to the 8% Notes, in exchange for 4,324,324 shares of the Company’s Common Stock, $0.001 par value per share, plus a cash premium of $480,000 to encourage the early conversion.  A copy of the agreement with JMG is filed as Exhibit 10.1 to this report.

A copy of the press release announcing this and similar transactions is attached hereto as Exhibit 99.1 and is incorporated in this Item 1.01 by reference.

Item 9.01.	Exhibits.
(c)	Exhibits.
	Exhibit
	Number	Description
	10.1	Letter Agreement, dated as of June 21, 2005, among the Company, JMG Triton Offshore Fund, Ltd. and JMG Capital Partners
	99.1	Press release, dated June 23, 2005

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SIGNATURE

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: June 27, 2005	iBASIS, INC.
	By:	/s/ Richard Tennant
		Vice President, Finance and Administration And Chief Financial Officer (Principal Financial and Accounting Officer)

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EX-10.1

Exhibit 10.1

iBASIS, INC.

June 21, 2005

To:JMG Triton Offshore Fund, Ltd.

JMG Capital Partners, L.P.

11601 Wilshire Blvd., Suite 2180

Los Angeles,  CA  90025

Re:          8% Secured Convertible Notes due 2007

Ladies and Gentlemen:

Reference is hereby made to that certain Indenture (the “Indenture”), dated as of June 18, 2004, by and between iBasis, Inc. (the “Company”) a Delaware corporation, the Subsidiary Guarantors named therein, and The Bank of New York, a New York banking corporation, relating to the Company’s 8% Secured Convertible Notes due 2007 (the “Notes”).  Capitalized terms used herein without definition shall have the meanings given to such terms in the Indenture.

1.             Exercise of Conversion Privilege.  Pursuant to Section 15.2 of the Indenture, and in consideration for the payment described in paragraph 2 below, JMG Triton Offshore Fund, Ltd. and JMG Capital Partners, L.P. (together, “JMG”) are exercising their conversion privilege with respect to $8.0 million aggregate principal amount of Notes currently held by JMG (the “JMG Notes”), and have delivered a conversion notice in accordance with the requirements of Section 15.2 of the Indenture to effect such conversion.  In connection with such conversion, and upon the surrender and conversion of the JMG Note at the Conversion Price in accordance with the requirements of Section 15.2 of the Indenture, the Company shall issue and deliver to JMG an aggregate of 4,324,324 shares of Common Stock, $0.001 par value per share of the Company (the “Conversion Shares”), as well as a check in payment for any fractional shares.

2.             Additional Consideration. As an inducement to JMG to exercise its conversion privilege, and as a condition precedent to such conversion, the Company shall also pay JMG a cash payment of $480,000.

3.             Electronic Delivery of Shares.  To be completed only if the undersigned elects to receive delivery of the Conversion Shares electronically, rather than in certificated form, in which case the undersigned will have to provide the following information in consultation with the undersigned’s broker:

Broker’s Name:

Account No.:

DTC Participant No.:

Broker Information:

Name:

Phone No.:

Fax No.:

The undersigned hereby acknowledges that the foregoing information is true, correct and complete, and the undersigned hereby releases, and agrees to hold harmless, the Company from any losses or liability the undersigned may suffer as a result of the electronic delivery of any shares of Conversion Shares the undersigned may be entitled to receive in connection with the Conversion pursuant to the foregoing instructions.  The undersigned further agrees and acknowledges that if the undersigned completes this section entitled “Electronic Delivery of Shares”, the undersigned will not be receiving any certificates representing the Conversion Shares, and that electronic delivery of the Conversion Shares may not be available to any individual that may be considered an affiliate of the Company under applicable law and the delivery of the Conversion Shares pursuant to this Section 3 shall satisfy in all respects the Company’s obligation, and the Company shall have not liability in connection therewith, to issue the Conversion Shares pursuant to Section 1 hereof and the Indenture.

4.             Counterparts.  This letter agreement may be signed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Please contact Richard G. Tennant, at 781-505-7500 should you have any questions regarding this letter agreement.

[The remainder of this page is intentionally left blank.]

			Sincerely yours,
			iBASIS, INC.
			By:	/s/ Richard G. Tennant
			Name:		Richard G. Tennant
			Title:		Vice President, Finance and Chief Financial Officer
ACCEPTED AND AGREED:
JMG Triton Offshore Fund, Ltd.
By:		/s/ Jeff Landry
Name: Jeff Landry
Title:   Authorized Person
JMG Capital Partners, L.P.
By:	/s/ Jeff Landry
Name: Jeff Landry
Title:   Authorized Person

EX-99.1

Exhibit 99.1

Press Release

iBasis Reduces Debt by $12.3 Million as
Convertible Notes Convert to Equity

Thursday June 23, 1:13 pm ET

BURLINGTON, Mass.—(BUSINESS WIRE)—June 23, 2005—iBasis, Inc. (OTCBB: IBAS - News), a leader in international long distance, VoIP, and prepaid calling cards, today announced that so far this quarter approximately $12.3 million of the Company’s debt has been converted to equity through negotiated agreements with noteholders and through voluntary conversions. Overall, the notes were converted to approximately 6.6 million shares of iBasis common stock at the original conversion price of $1.85 per share.

The negotiated conversions consisted of $9.1 million of the Company’s 8% Secured Convertible Notes due 2007 and $2 million of its 6 3/4 % Convertible Subordinated Notes due 2009. In addition, approximately $1.2 million of 6 3/4 % Convertible Subordinated Notes were converted to equity at the $1.85 conversion price, in separate voluntary transactions.

The overall reduction in the company’s debt results in total annual savings on future interest payments of approximately $940,000, is accretive to earnings, and improves future cash flow. In association with the negotiated agreements, the Company paid premiums to encourage early conversion in the amount of $661,000 in stock and cash, which will be charged to results of operations in Q2 2005.

Following these conversions, the outstanding face amount on the company’s long term debt is $52.4 million.

“These conversions support our continuing efforts to become debt-free and to improve shareholder equity,” said Ofer Gneezy, president and CEO of iBasis. “With all of our long term debt convertible at $1.85, we feel we are making strong progress toward

achieving these goals.”

About iBasis

Founded in 1996, iBasis (OTCBB: IBAS - News) is a leading wholesale carrier of international long distance telephone calls and a provider of retail prepaid calling services, including the Pingo(TM) web-based offering (www.pingo.com) and disposable calling cards, which are sold through major distributors and available at retail stores throughout the U.S. iBasis customers include many of the largest telecommunications carriers in the world, including AT&T, Cable & Wireless, China Mobile, China Unicom, MCI, Sprint, Skype, and Telefonica. iBasis carried approximately 5 billion minutes of international voice over IP (VoIP) traffic in 2004, and is one of the ten largest carriers of international voice traffic in the world(1). For four consecutive years service providers named iBasis the best international wholesale carrier in ATLANTIC-ACM’s annual International Wholesale Carrier Report Card(2). iBasis was also ranked among the fastest-growing technology companies in New England in the 2002, 2003, and 2004 Technology Fast 50 programs sponsored by Deloitte & Touche. The Company can be reached at its worldwide headquarters in Burlington, Massachusetts, USA at 781-505-7500 or on the Internet at www.ibasis.com.

Assured Quality Routing and iBasis are registered marks, Pingo, DirectVoIP, PremiumCertified, RateWatcher, The iBasis Network, and the last calling card you’ll ever need are trademarks or servicemarks of iBasis, Inc. All other trademarks are the property of their respective owners.

Except for historical information, all of the expectations, projections and assumptions contained in the foregoing press release, including those relating to the company’s current expectations regarding revenue growth, sources of revenue, margin improvement and future capital expenditures constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties. Important factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, (i) the extent of adoption of the company’s services and the timing and amount of revenue generated by these services; (ii) fluctuations in the market for and pricing of these services; and (iii) the other considerations described as “Risk Factors” in iBasis’ most recent Forms 10-K and 10-Q, and the company’s other SEC filings. We have no current intention to update any forward-looking statements.

(1)Telegeography 2005 data compared with iBasis 2004 traffic volume.

(2)ATLANTIC-ACM International Wholesale Carrier Report Card - 2002, 2003, 2004, & 2005.

Contact:

Media:

iBasis, Inc.

Chris Ward, 781-505-7557

cward@ibasis.net

or

Investors:

iBasis, Inc.

Richard Tennant, 781-505 - -7409

ir@ibasis.net

Source: iBasis, Inc.