-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OLgUv+lDMH98VbUND8AjzhVG34671o+0kUctk+wUQrbGSxzbRW/3hpPjU9O0R5ux j1X/pXn6Z230JcUNaxcw0A== 0001144204-10-039095.txt : 20100723 0001144204-10-039095.hdr.sgml : 20100723 20100723083858 ACCESSION NUMBER: 0001144204-10-039095 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100723 ITEM INFORMATION: Bankruptcy or Receivership ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100723 DATE AS OF CHANGE: 20100723 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL GROWTH SYSTEMS INC /FL/ CENTRAL INDEX KEY: 0001116694 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 650953505 STATE OF INCORPORATION: FL FISCAL YEAR END: 0501 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30831 FILM NUMBER: 10966137 BUSINESS ADDRESS: STREET 1: 200 S. WACKER DRIVE STREET 2: SUITE 1650 CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3126732400 MAIL ADDRESS: STREET 1: 200 S. WACKER DRIVE STREET 2: SUITE 1650 CITY: CHICAGO STATE: IL ZIP: 60606 8-K 1 v191197_8k.htm Unassociated Document
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

Date of Report (Date of earliest event reported):  July 23, 2010

Capital Growth Systems, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Florida
0-30831
65-0953505
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

200 S. Wacker, Suite 1650, Chicago, Illinois 60606

(Address of Principal Executive Offices, Including Zip Code)

(312) 673-2400

(Registrant's Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

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 1.03. 
Bankruptcy or Receivership.
 
On July 23, 2010, Capital Growth Systems, Inc. (CGSY.OB) (the “Company”) announced that today it, together with the following wholly owned subsidiaries: Global Capacity Direct, LLC, Global Capacity Group, Inc., CentrePath, Inc., FNS 2007, Inc., 20/20 Technologies, Inc., 20/20 Technologies I, LLC, Global Capacity Holdco, LLC, and Nexvu Technologies, LLC (each a “Debtor” and collectively with the Company, the “Debtors”) filed voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code with the United States Bankruptcy Court for the District of Delaware.  The Debtors remain in possession of their assets and properties, and continue to operate their businesses and seek to petition for debtors in possession financing to be provided by a consortium of lenders including Downtown Capital Partners and a group of  certain of the current holders of secured convertible debentures of the Company.  The financing will be sought to enable the Debtors to continue to operate their business in the ordinary course pending a proposed reorganization of the Debtors’ businesses.
 
Item 9.01 
Financial Statements and Exhibits
 
Exhibit
Description
 
99.1 
Press Release Issued July 23, 2010
 
 
SIGNATURES
 
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.
 
Dated: July 23,  2010
 
 
CAPITAL GROWTH SYSTEMS, INC.
   
   
 
By:
/s/George A. King
   
George A. King
   
President
 

EX-99.1 2 v191197_ex99-1.htm Unassociated Document
 
EXHIBIT 99.1
 
PRESS RELEASE ISSUED JULY 23, 2010
 
Global Capacity Announces Restructuring Strategy

Chicago, IL (July 23, 2010) - Global Capacity (parent: Capital Growth Systems, Inc. (OTC Bulletin Board: CGSY.OB), the world's leading telecommunications information and logistics company, today announced that it has initiated a formal process that will result in the Company restructuring its balance sheet and capitalization structure.   This process will enable Global Capacity to emerge as a stronger, more profitable company that is well positioned to continue delivering the products and services that customers and the market have come to expect from Global Capacity.  Through this process, the Company is expected to substantially strengthen its balance sheet, organizing its debt obligations and past due trade payables.  These changes will enable the Company to drive organic growth and to further invest in innovation.  The process is expected to complete prior to year end.
 
Global Capacity has secured commitment for a capital infusion (debtor in possession financing) required to restructure the Company within Chapter 11 of the US Bankruptcy Code.  The capital will be used to organize and satisfy payables to critical vendors and fund working capital.  The Company also plans to eliminate as much of its existing debt as possible, equitizing the balance sheet, and reducing the monthly cash drain required for debt service.  Through this process, the Company will seek to maximize value for its creditors and shareholders, with a goal of achieving some form of continuing participation for existing shareholders.  The Company has retained Capstone Investments as its financial advisor to manage this process. Questions regarding the process may be directed to Capstone at 312-878-4888.

Global Capacity expects to continue seamless service delivery to customers through this process.  The Global Capacity team, along with the Company’s supplier partners, will continue to operate in a business as usual mode.  The debtor in possession (DIP) financing used to support this process will be used to maintain supplier services on a current basis during the restructuring process, and the plan of reorganization will include provisions to satisfy past due obligations to critical suppliers.  The satisfaction of these obligations, combined with the reduction of debt from the balance sheet, is expected to enable the Company to emerge from this process as a profitable company with positive monthly cash flow.  This financial strength is expected to enable Global Capacity to generate organic growth, creating opportunities to expand partnerships with key customers and suppliers.

“As we have stated to the market over the last several quarters, the number one concern that Global Capacity has as a company is our balance sheet, and specifically the amount of trade payables, convertible debentures, and senior debt that sit on the balance sheet.  Customers and suppliers have made it very clear to the Company that addressing those balance sheet concerns is an absolute requirement,” says Patrick Shutt, Global Capacity CEO.  “Entering a formal restructuring process is not something the Company takes lightly, and is a course of last resort.  However, the Company’s attempts to restructure the balance sheet in an informal process over the past 14 months have been unsuccessful, and we were left with no choice but to pursue a formal process to organize the payables, reduce or eliminate the debt, and provide the Company with a balance sheet strong enough to enable the business to grow.”
For more information on Global Capacity and our service offerings, please visit www.globalcapacity.com.


 
About Global Capacity

Global Capacity (parent: Capital Growth Systems, Inc.) is a telecom information and logistics company that leverages a unique collection of global telecom supply and pricing data to enable transparency and automation in the global access network market.  The Company provides Software & Optimization Solutions and Network Solutions that enable increased efficiency and reduced cost of access networks for integrators, telecommunications companies, and enterprise customers.  Global Capacity is headquartered in Chicago, IL, with offices and operational centers in the United States and European Union.  For more information, please visit www.globalcapacity.com or contact the Company at 312-673-2400.
 
Forward-Looking Statements
 
Certain information discussed in this press release may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Federal securities laws. Although the Company believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, it can give no assurance that its expectations will be achieved. Readers are cautioned not to place undue reliance on these forward-looking statements.

Forward-looking statements are inherently subject to unpredictable and unanticipated risks, trends, and uncertainties such as: the Company's inability to accurately forecast its operating results; uncertainty as to the volume of business or level of profitability of network optimization contracts; the Company's potential ability to achieve profitability or generate positive cash flow; the availability of financing; the risks associated with procuring a listing of its securities on one or more public stock markets; and other risks associated with the Company's business. For further information on factors which could impact the Company and its subsidiaries and the statements contained herein, reference should be made to the Company's filings with the Securities and Exchange Commission, including annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.

SOURCE: Global Capacity, Inc.

www.globalcapacity.com

Customers and Partners:
Jack Lodge
Global Capacity Chief Operating Officer
+1 781-902-5196
JLODGE@GLOBALCAPACITY.COM
 

-----END PRIVACY-ENHANCED MESSAGE-----