-----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, WlKMm+3zClinL7cUCYae7IPOBuWieMePVuX63PysoFEFuHHXJehLCCBJT7m+5Xtj xar5L+oiutl1hAJtgZObLA== 0001047469-99-036487.txt : 19990923 0001047469-99-036487.hdr.sgml : 19990923 ACCESSION NUMBER: 0001047469-99-036487 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990902 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990922 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INCOMNET INC CENTRAL INDEX KEY: 0000353356 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 952871296 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-12386 FILM NUMBER: 99715245 BUSINESS ADDRESS: STREET 1: 20501 VENTURA BLVD SUITE 265 CITY: WOODLAND HILLS STATE: CA ZIP: 91364 BUSINESS PHONE: 8188873400 MAIL ADDRESS: STREET 1: 20501 VENTURA BLVD SUITE 265 CITY: WOODLAND HILLS STATE: CA ZIP: 91364 FORMER COMPANY: FORMER CONFORMED NAME: INTELLIGENT COMMUNICATIONS NETWORKS INC DATE OF NAME CHANGE: 19860805 8-K 1 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 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): SEPTEMBER 2, 1999 ------------------------ INCOMNET, INC. (Exact Name of Registrant as Specified in Charter) CALIFORNIA 0-12386 95-2871296 (State or Other (Commission (IRS Employer Jurisdiction File Number) Identification No.) of Incorporation)
2801 MAIN STREET, IRVINE, CALIFORNIA 92614 (Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 251-8000 20501 VENTURA BOULEVARD, SUITE 265, WOODLAND HILLS, CALIFORNIA 91364 (Former Name or Former Address, if Changed Since Last Report) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 3. BANKRUPTCY. On September 2, 1999, Incomnet, Inc. and its wholly owned subsidiary Incomnet Communications Corporation each filed for voluntary petitions for protection under Chapter 11 of the Federal Bankruptcy Code in the United States Bankruptcy Court for the Central District of California, Santa Ana Division. A copy of Incomnet's press release related to the foregoing matter has been filed with the SEC as an exhibit to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. The following exhibits are filed with this Current Report on Form 8-K:
EXHIBIT NUMBER DESCRIPTION - --------- ---------------------------------------------------------------------------------------------- 99.1 Text of Press Release issued by Incomnet on September 2, 1999.
2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized. INCOMNET, INC. A CALIFORNIA CORPORATION By: /s/ STEPHEN A. GARCIA -------------------------------------- Stephen A. Garcia VICE PRESIDENT AND CHIEF FINANCIAL OFFICER Date: September 22, 1999 3 EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 Contact: Sitrick and Company Steve Hawkins (310) 788-2850 FOR IMMEDIATE RELEASE INCOMNET FILES CHAPTER 11 TO FACILITATE FINANCIAL RESTRUCTURING IRVINE, CALIF.--SEPTEMBER 2, 1999--INCOMNET, INC. (NASDAQ: ICNTE) AND INCOMNET COMMUNICATIONS CORP. announced today that, to facilitate a financial restructuring, they have filed voluntary petitions for protection under Chapter 11 of the U.S. Bankruptcy Code. Incomnet CC, a leading provider of long distance telecommunications services, said the filing would allow the Company's new management the time necessary to reorganize the Company and to explore and possibly effect a debt-for-equity exchange, merger of the Company or other transaction. George Blanco, Executive Vice President and Chief Financial Officer of Incomnet CC said that during the Chapter 11 proceeding, the Company's business would continue to operate as usual. "Throughout this process, we will continue to provide quality long distance service to our customers, while keeping our representatives and employees informed," he said. Mr. Blanco added that during this process, employee salaries, bonuses and commissions will be paid without interruption. "The Company's management pursued all available strategic alternatives prior to making this decision," he stated, "including a sale of the Company's assets, a merger, a scale-back of operations and the restructuring of the Company's debt and other obligations. After exploring all available alternatives, we concluded that a voluntary Chapter 11 proceeding was in the best interests of all of the Company's constituents." Mr. Blanco said that the telecommunications industry has been buffeted by intense competition which has affected re-sellers and increased the cost of customer acquisition. In addition, the Company's new management team was faced with a number of litigation matters. "Chapter 11 will enable us to continue the operational turnaround we have started and to clean up the Company's balance sheet, while meeting our obligations to our customers, representatives and employees," he stated. It will allow us to distance ourselves from past issues." Mr. Blanco said that the Company's past history has overshadowed the progress Incomnet's new management has made. "We are adding 6,000 to 7,000 new customers each month, we're introducing a new Internet product and we have completed a new compensation plan for our marketing representatives," he stated. "We have also cut costs and begun streamlining the organization to be more efficient and customer responsive." "Although we recognize that there is a lot of work yet to be done, with the support of the Company's various constituents, we expect Incomnet to emerge from its reorganization as a stronger, more profitable and an extremely competitive new company," he said. Incomnet, Inc. is a marketing driven company that provides innovative, cost-saving products to the telecommunications industry. Incomnet, Inc.'s wholly owned subsidiary, Incomnet Communications Corp., is a reseller of long distance and other communications products to residential and small business customers through its independent sales representatives using a network marketing strategy. THIS PRESS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934. INCOMNET INTENDS THAT SUCH FORWARD-LOOKING STATEMENTS BE SUBJECT TO THE SAFE HARBORS CREATED BY SUCH STATUTES. THE FORWARD-LOOKING STATEMENTS INCLUDED HEREIN ARE BASED ON CURRENT EXPECTATIONS THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. ACCORDINGLY, TO THE EXTENT THAT THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS REGARDING THE FINANCIAL CONDITION, OPERATING RESULTS, BUSINESS PROSPECTS OR ANY OTHER ASPECT OF INCOMNET AND ITS SUBSIDIARIES, PLEASE BE ADVISED THAT INCOMNET AND ITS SUBSIDIARIES, ACTUAL FINANCIAL CONDITION, OPERATING RESULTS AND BUSINESS PERFORMANCE MAY DIFFER MATERIALLY FROM THAT PROJECTED OR ESTIMATED BY INCOMNET IN FORWARD-LOOKING STATEMENTS. THE DIFFERENCE MAY BE CAUSED BY A VARIETY OF FACTORS, INCLUDING, BUT NOT LIMITED TO, ADVERSE ECONOMIC CONDITIONS, INTENSE COMPETITION, ADVERSE FEDERAL, STATE AND LOCAL GOVERNMENT AND AGENCY REGULATION, INADEQUATE CAPITAL, UNEXPECTED COSTS AND OPERATING DEFICITS, LOWER SALES AND REVENUES THAN FORECAST, LOSS OF CUSTOMERS, LITIGATION AND ADMINISTRATIVE PROCEEDINGS INVOLVING INCOMNET, INABILITY TO CARRY OUT MARKETING AND SALES PLANS, LOSS OF INDEPENDENT SALES REPRESENTATIVES AND OTHER SPECIFIC RISKS THAT MAY BE ALLUDED TO IN THIS PRESS RELEASE OR IN OTHER REPORTS ISSUED BY INCOMNET. THE INCLUSION OF ANY FORWARD-LOOKING STATEMENTS IN THIS PRESS RELEASE SHOULD NOT BE REGARDED AS A REPRESENTATION BY INCOMNET OR ANY OTHER PERSON THAT THE OBJECTIVES OR PLANS OF INCOMNET WILL BE ACHIEVED. ### -----END PRIVACY-ENHANCED MESSAGE-----