-----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, SUxi+oOI0gfRJTsLJA6IXtjVrHUrlf2xWU96PLDluKkLqRQvpDqG2dypKs90zxJl lHyruxaxM7VYn5FAWi83VA== 0000837993-96-000003.txt : 19960621 0000837993-96-000003.hdr.sgml : 19960621 ACCESSION NUMBER: 0000837993-96-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19960617 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19960620 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICONNECT INC CENTRAL INDEX KEY: 0000837993 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 481056927 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18654 FILM NUMBER: 96583431 BUSINESS ADDRESS: STREET 1: 6750 W 93RD ST STE 110 CITY: OVERLAND PARK STATE: KS ZIP: 66212-1465 BUSINESS PHONE: 9133418888 MAIL ADDRESS: STREET 1: 6750 W 93RD STREET STREET 2: STE 110 CITY: OVERLAND PARK STATE: KS ZIP: 66212-1465 FORMER COMPANY: FORMER CONFORMED NAME: AMERIFAX INC /DE/ DATE OF NAME CHANGE: 19920703 8-K 1 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 14, 1996 Date of Report (Date of earliest event reported) AmeriConnect, Inc. (Exact name of registrant as specified in its charter) Delaware 0-18654 48-1056927 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 6750 W. 93rd St., Suite 110, Overland Park, Kansas 66212 (Address of principal executive offices) (913) 341-8888 (Registrant's telephone number, including area code) Page 1 of Exhibit Index at Page 5 ITEM 5. OTHER EVENTS. On June 17, 1996, AmeriConnect, Inc., a Delaware corporation ("AmeriConnect"), and Phoenix Network, Inc., a Delaware corporation ("Phoenix"), jointly announced that they had entered into an Agreement and Plan of Reorganization by and among Phoenix, Phoenix Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Phoenix ("Sub"), and AmeriConnect, dated as of June 14, 1996 (the "Agreement"). Under the terms of the Agreement, it is proposed that Sub will merge with and into AmeriConnect (the "Merger"). Upon consummation of the proposed Merger, AmeriConnect would become a wholly-owned subsidiary of Phoenix and Sub would cease to exist. The Agreement is filed herewith as Exhibit 2.1. The Merger, which is intended to be a tax-free reorganization and is intended to be accounted for as a pooling-of-interests, is anticipated to close in approximately 90 days subject to, among other things, approval by the stockholders of AmeriConnect and Phoenix and obtaining any required Hart-Scott-Rodino clearance. AmeriConnect and Phoenix issued a press release announcing the proposed Merger, which is filed herewith as Exhibit 99.1. Except for the historical information contained herein, the discussion above contains forward-looking statements that involve risks and uncertainties, including obtaining approval of the stockholders of AmeriConnect and Phoenix and obtaining any required Hart-Scott-Rodino clearance, as well as the other risks detailed from time to time in the Company's SEC reports, including the report on Form 10-K for the year ended December 31, 1995 and the report on Form 10-Q for the quarter ended March 31, 1996. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 2.1 Agreement and Plan of Reorganization by and among Phoenix, Sub and AmeriConnect, dated as of June 14, 1996. 99.1 Press release dated June 17, 1996. 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. AmeriConnect, Inc. June 18, 1996 /s/ Robert R. Kaemmer Robert R. Kaemmer President and Chief Executive Officer INDEX TO FINANCIAL STATEMENTS AND EXHIBITS Exhibit Sequential Numbers Description Page Number 2.1 Agreement and Plan of Reorganization by and among Phoenix, Sub and AmeriConnect, dated as of June 14, 1996. 99.1 Press release dated June 17, 1996. Exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. AmeriConnect hereby undertakes to furnish supplementally copies of any of the omitted exhibits upon request by the Commission. Exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. AmeriConnect hereby undertakes to furnish supplementally copies of any of the omitted exhibits upon request by the Commission. -----END PRIVACY-ENHANCED MESSAGE-----