-----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, SIvobOjqCofkDAz6RfxKaC6c6UNp4BKfrltCQ+dx1SaWXs0ZXf7r6jritBPV7e5x Ho4DQLvAS/9i5Eou2W9voA== 0000849145-99-000008.txt : 19990504 0000849145-99-000008.hdr.sgml : 19990504 ACCESSION NUMBER: 0000849145-99-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990415 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: I LINK INC CENTRAL INDEX KEY: 0000849145 STANDARD INDUSTRIAL CLASSIFICATION: TELEGRAPH & OTHER MESSAGE COMMUNICATIONS [4822] IRS NUMBER: 592291344 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-17973 FILM NUMBER: 99608578 BUSINESS ADDRESS: STREET 1: 13751 S WADSWORTH PK DR STREET 2: STE 200 CITY: DRAPER STATE: UT ZIP: 84020 BUSINESS PHONE: 8015765000 MAIL ADDRESS: STREET 1: 13751 S WADSWORTH PK DR STREET 2: STE 200 CITY: DRAPER STATE: UT ZIP: 84020 FORMER COMPANY: FORMER CONFORMED NAME: MEDCROSS INC DATE OF NAME CHANGE: 19920703 8-K 1 FORM 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): April 15, 1999 ------------------------------------ I-LINK INCORPORATED (Exact name of registrant as specified in its charter) ------------------------------------ Florida 0-17973 59-2291344 (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 13751 South Wadsworth Park Drive, Suite 200, Draper, UT 84020 (Address of principal executive offices) Registrant's telephone number, including area code: (801) 576-5000 ------------------------------------ Item 5. Other Events On April 15, 1999 I-Link Incorporated (the "Company") and Winter Harbor, L.L.C. ("Winter Harbor") made further amendments to the January 1999 financing agreements between the parties. Under the terms of a Second Amendment to Loan Agreement ("Second Amendment") the parties amended certain target dates by which the Company will be required to effect a rights offering to its existing securityholders. In addition, Winter Harbor agreed not to make demand on an aggregate of $7,768,000 in 1998 lendings made to the Company before April 15, 2000. Pursuant to a Term Sheet of even date, Winter Harbor agreed to make a new bridge loan to the Company in the amount of $4,000,000 (the "New Loan") substantially on the same terms as loans made under the January 1999 Loan Agreement, with the following exceptions: (i) no warrants were issued upon the origination of the New Loan, and (ii) the outstanding balance of the New Loan plus any accrued and unpaid interest shall be due and payable on September 30, 1999; provided, however, that the Company may elect to extend the due date of the New Loan past September 30, 1999 to April 15, 2000. As partial consideration for the New Loan and the Second Amendment, the Company has agreed to hold a meeting of its stockholders at which it would seek stockholder approval of a modification to the conversion terms of the Series N Preferred Stock, and if such modification is approved, to amend its Articles of Incorporation accordingly. The Company is in the process of preparing preliminary proxy materials for an annual meeting of shareholders at which such items will be addressed. In the event that (a) the stockholders do not approve the proposed modification and (b) the Company elects to extend the due date of the New Loan past September 30, 1999, then the Company shall be obligated to issue to Winter Harbor warrants to purchase 4,000,000 shares of Common Stock which shall be exercisable, through June 15, 2006 for $2.78 per share, which price is adjustable. To date, the Company has drawn approximately $1,400,000 under the New Loan. Item 7. Financial Statements and Exhibits (c) Exhibits 10.47 Second Amendment to Loan Agreement dated April 15, 1999, by and between the Company and Winter Harbor. 10.48 Term Sheet dated dated April 15, 1999 by and between the Company and Winter Harbor. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. I-LINK INCORPORATED (Registrant) Dated: April 29, 1999 By: /s John W. Edwards John W. Edwards, President and Chief Executive Officer 1 EX-10 2 EXHIBIT 10.47 SECOND AMENDMENT TO LOAN AGREEMENT THIS SECOND AMENDMENT TO LOAN AGREEMENT (this "Amendment") is made and entered into as of April 15, 1999, by and between I-LINK INCORPORATED, a Florida corporation (the "Borrower"), and WINTER HARBOR, LLC, a Delaware limited liability company (the "Lender"). RECITALS: A. The Borrower and Lender entered into a Loan Agreement, dated as of January 15, 1999, as amend by the First Amendment thereto dated as of March 4, 1999 (the "Original Agreement"), pursuant to which Lender agreed to make available to the Borrower up to $8,000,000 (the "Loan"). B. The Borrower has requested and the Lender has agreed to amend certain of the terms of the Original Agreement, as amended hereby. The Original Agreement, as amended hereby, shall be referred to as the "Loan Agreement." Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Loan Agreement. AGREEMENTS In consideration of the foregoing Recitals and of the covenants and representations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Lender, intending to be legally bound, hereby agree as follows: 1. Amendments. (a) Section 1.6(b)(iii) of the Original Agreement shall be amended in its entirety to read as follows: (iii) Rights Offering. Borrower shall make a rights offering (the "Rights Offering") to all of its existing shareholders for $20,000,000 of a newly created class of Series N Convertible Preferred Stock (the "Series N Stock") having terms and conditions as may be reasonably acceptable to Borrower and Lender. Borrower shall file the documents relating to the Rights Offering with the Securities and Exchange Commission (the "SEC") no later than January 15, 1999. If Borrower mails the Rights Offering materials to its shareholders by the earlier of June 30, 1999 and that business day which is three business days following the receipt of clearance from the SEC (the "Mailing Date"), and consummates the Rights Offering by the earlier of August 6, 1999 and that business day which is the first business day following the 35th calendar day from the Mailing Date (the "Consummation Date"), then Borrower may cause the outstanding principal amount of the Loan, together with all accrued interest to be exchanged for Series N Stock. Lender shall have the right, but not the obligation, to subscribe for any Series N Stock not otherwise subscribed for as part of the Rights Offering. 1 (b) Section 7.2 of the Original Agreement shall be amended in its entirety to read as follows: Section 7.2 Effect of Event of Default. (a) With respect to the Loan, should any Event of Default occur on or after the October 31, 1999, Lender may at its option by written notice to Borrower declare the unpaid principal amount of the Note representing the Loan, together with the applicable unpaid interest thereon, immediately due and payable, whereupon the Loan shall become and be forthwith due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Borrower, anything contained herein or in the Note or in such other note or evidence of indebtedness to the contrary notwithstanding. 4. Representations and Warranties. Except as otherwise disclosed to the Lender in writing, each and every representation and warranty set forth in the Original Agreement is hereby confirmed and ratified, in all material respects, by the Borrower, and such representations and warranties as so confirmed and ratified shall be deemed to have been made and undertaken as of the date of this Amendment as well as at the time they were made and undertaken. 6. Prior Loans. The Prior Loans are represented by a number of demand promissory notes. The Lender hereby agrees that it will not make a demand on the Prior Loans prior April 15, 2000. 7. Counterparts. This Amendment may be executed in as many counterparts as may be convenient and shall become binding when the Lender and the Borrower have each executed at least one counterpart. This Amendment may be delivered to such other party via fax. Any party's faxed signature shall be deemed an original and binding signature as of the date set forth above. 8. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Delaware with the exception of its conflicts of laws provisions. 9. Binding Effect. This Amendment shall be binding upon and shall inure to the benefit of the Lender and the Borrower and their respective successors and assigns. 10. Reference to Original Agreement. Except as amended hereby, the Original Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects. On and after the effectiveness of the Amendment to the Original Agreement accomplished hereby, each reference in the Original Agreement to "this Agreement", "hereunder", "hereof", "herein" or words of like import, and each reference to the Original Agreement in the other agreements, documents or instruments executed and delivered pursuant to the Loan Agreement, shall be deemed a reference to the Original Agreement, as amended hereby. 11. No Other Modifications. Except as expressly provided in this Amendment, all of the terms and conditions of the Original Agreement shall remain unchanged and in full force and effect. 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective duly authorized officers as of the date first above written. I-LINK INCORPORATED By: /s John Edwards John Edwards, President WINTER HARBOR, LLC By: First Media, L.P., its member By: First Media Corporation, its sole general partner By: /s Ralph W. Hardy Ralph W. Hardy Jr., Secretary EX-10 3 EXHIBIT 10.48 Term Sheet $4,000,000 New Loan April 15, 1999 This Term Sheet, dated April 15, 1999, represents the basic terms agreed to between I-Link Incorporated ("I-Link") and Winter Harbor, LLC ("Winter Harbor"), relative to the agreement of Winter Harbor to make a new loan to I- Link of up to Four Million Dollars ($4,000,000). It is the intent of the parties that this Term Sheet be binding upon the parties. In consideration of the mutual covenants and promises contained herein, and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties agree as follows: Winter Harbor agrees to lend to I-Link and I-Link agrees to borrow the additional sum of $4,000,000 (the "New Loan") upon the terms and conditions set forth herein. The terms and conditions of the New Loan shall be substantially identical to the terms and conditions set forth in the Loan Agreement between the parties, dated as of January 15, 1999, as amended by the First Amendment thereto dated as of March 4, 1999, and the Second Amendment dated as of April 15, 1999 (the "Second Amendment") (collectively referred to as the "January 15, 1999 Loan Agreement"), with the exception of the following provisions. Capitalized terms used herein and not defined herein shall have the meaning set forth in the January 15, 1999 Loan Agreement. 1. The outstanding principal balance of the New Loan plus any accrued and unpaid interest thereon shall be due and payable on September 30, 1999. 2. No additional warrants shall be issued to Winter Harbor in consideration of the New Loan, except as provided in Paragraph 4 below. 3. As partial consideration for (i) the New Loans and (ii) the Second Amendment, I-Link has agreed to hold a meeting of the shareholders (whether annual or special) as soon as practicable at which I-Link shall seek shareholder approval of a modification to the conversion terms of the Series N Stock in substantially the same form as Exhibit B attached hereto, and, if approved by the shareholders, shall so amend the designation of preferences of the Series N Stock.. 4. I-Link shall have the right at its election to extend the due date of the New Loan past September 30, 1999, to April 15, 2000; provided, however, that in the event I-Link's shareholders fail to approve the modification to the conversion price of the Series N Preferred Stock as provided in Paragraph 3 above, as additional consideration for such extension I-Link shall be required to issue to Winter Harbor one warrant for each $1 of principal outstanding on the New Loan as of the date of such extension (the "Extension Warrants"), which Extension Warrants shall be issued on the same terms and conditions as the Series K warrants issued in connection with the January 15, 1999 Loan Agreement. 1 5. I-Link may cause the New Loan to be exchanged for Series N Stock upon consummation of the Rights Offering in accordance with the provisions of Section 1.6(b)(iii) of the January 15, 1999 Loan Agreement. 6. With respect to the New Loan, should any Event of Default (as defined in the January 15, 1999 Loan Agreement) occur on or after the due date (or if extended, the extended due date), Winter Harbor may at its option by written notice to I-Link declare the entire unpaid principal amount of the note or notes evidencing the New Loan (collectively the "Note"), together with all unpaid interest and all other amounts payable in connection therewith and every other obligation of I-Link to Winter Harbor, immediately due and payable, whereupon the Note and all such obligations shall become and be forthwith due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by I-Link, anything contained herein or in the Note or in such other note or evidence of indebtedness to the contrary notwithstanding. Winter Harbor shall not have this right prior to the due date, or if extended, prior to the extended due date. 7. The above terms and conditions shall take precedence over any conflicting terms and conditions in January 15, 1999 Loan Agreement with respect to the New Loan. 8. The parties shall execute a written loan agreement consistent with the above provisions (the "New Loan Agreement"), and such other ancillary instruments as shall be required to carry out the purposes of this Term Sheet. DATED April 15, 1999. I-LINK INCORPORATED By: /s John Edwards John Edwards, President WINTER HARBOR, L.L.C. By: First Media, L.P., its member By: First Media Corporation, its sole general partner By: /s Ralph W. Hardy, Jr. Ralph W. Hardy Jr., Secretary The undersigned, First Media, L.P., the sole member of Winter Harbor, L.L.C. (the "Lender"), hereby consents to the terms and provisions of this Term Sheet and unconditionally promises to make available to Winter Harbor sufficient funds in order for Winter Harbor to lend the entire New Loan as provided hereunder. FIRST MEDIA, L.P. By: First Media Corporation, its sole general partner By: /s Ralph W. Hardy, Jr. Ralph W. Hardy Jr., Secretary Exhibit A FORM OF PROMISSORY NOTE $4,000,000 April 16, 1999 FOR VALUE RECEIVED, the undersigned, I-LINK INCORPORATED, a Florida corporation (the "Maker"), promises to pay to the order of WINTER HARBOR, L.L.C., a Delaware limited liability company (the "Payee"), on or before September 30, 1999 (or April 15, 2000 if extended by Payee as provided in Section ___ of the [New Loan Agreement]) (the "Maturity Date"), the principal sum of $4,000,000, or if less, the outstanding principal balance of the loans ("Loans") made by Payee to Maker in connection with this Note pursuant to the [New Loan Agreement], together with interest thereon as provided herein. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the [New Loan Agreement]. The Payee may, and is hereby authorized by the Borrower to, set forth on the grid attached hereto, or in other comparable records maintained by it, the amount of each Loan, all payments and prepayments of principal and interest received, the current outstanding principal balance, and other appropriate information. The aggregate unpaid amount of any Loan set forth in any records maintained by the Payee with respect to this Note shall be presumptive evidence of the principal amount owing and unpaid on this Note. Failure of the Payee to record the principal amount of any Loan on the grid attached hereto shall not limit or otherwise affect the obligation of the Borrower hereunder to repay the principal amount of such Loan and all interest accruing thereon. 1. Interest. The unpaid principal balance of this Note shall bear interest at the rates determined in accordance with the provisions of [the New Loan Agreement] between the Maker and the Payee (as the same may be amended, modified, extended or restated, the "Loan Agreement"). Interest accrued hereunder shall be paid monthly on the last business day of each calendar month until all principal and interest hereunder is paid in full at the repayment or maturity of the Loan. 2. Principal Repayment. The aggregate principal balance of this Note shall be due and payable as provided in Section ___ of the Loan Agreement. 3. Prepayments. This Note may be voluntarily prepaid in whole or in part without premium or penalty at any time and from time to time; provided, however, that each partial prepayment shall be in the aggregate principal amount of not less than $100,000 or an integral multiple of $50,000 in excess thereof. In making a prepayment in whole, the Maker shall pay all accrued interest through the date of such prepayment. The Maker shall make a mandatory prepayment of the outstanding principal amount of the Note together with all accrued interest on and subject to the terms and conditions of the Loan Agreement. 4. Payment on Business Days. If any payment of principal or interest on this Note shall become due on a Saturday, Sunday or public holiday, such payment may be made on the next succeeding business day, and such extension of time in such case shall be included in the computation of interest in connection with such payment. 5. Form of Payment. All payments made pursuant to the terms of this 1 Note shall be made in lawful money of the United States of America and shall be payable to the Payee at its principal office located at 11400 Skipwith Lane, Potomac, Maryland 20854 or at such other place as the Payee shall have designated to the Maker in writing. 6. Choice of Law. This Note shall be governed by and construed in accordance with the laws of the State of Delaware with the exception of the conflicts of laws provisions thereof. 7. Collection Expenses. If at any time the indebtedness evidenced by this Note is collected through legal proceedings or this Note is placed in the hands of attorneys for collection, the Maker and each endorser of this Note hereby jointly and severally agree to pay all costs and expenses (including reasonable attorneys' fees) incurred by the holder of this Note in collecting or attempting to collect such indebtedness. 8. Waivers. To the extent permitted by law, except as otherwise provided herein or in the Loan Agreement, the Maker and each endorser of this Note, and their respective heirs, successors, legal representatives and assigns, hereby severally waive presentment; protest and demand; notice of protest, demand, dishonor and nonpayment; diligence in collection, and any relief whatever from the valuation or appraisement laws of any state. IN WITNESS WHEREOF, the Maker has executed this Note as of the date and year first above written. I-LINK INCORPORATED, a Florida corporation By: _______________________________ John Edwards, President PAYMENT INFORMATION AMOUNT AMOUNT UNPAID OFFICER'S DATE BORROWED PAID BALANCE INITIALS ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ ___________________________________________________________________________ Exhibit B Conversion Price. The Conversion Price at which shares of Common Stock shall be deliverable upon conversion of Series N Preferred Stock without the payment of additional consideration by the holder thereof shall initially be $2.78 (the "Conversion Price"). The Conversion Price shall reset ("Reset") to the lowest of, but not lower than $1.25, (i) 110% of the average trading price for any 20 day period subsequent to issuance, (ii) the price at which common stock or common stock equivalent is issued (whether by conversion, exercise or otherwise and whether any such security is outstanding on the date hereof), (iii) the exercise price or conversion rate of any new options, warrants, preferred stock or other convertible security and (iv) if at any the "Conversion Price" set forth in Section III(j)(5)(c) for which the Series F Convertible Preferred Stock may be converted into the Corporation's Common Stock is less than the applicable Conversion Price for the Series N Preferred Stock then in effect, then and in any such event, the Conversion Price for the Series N Preferred Stock shall be reduced to equal the Conversion Price of the Series F Convertible Preferred Stock. Such Conversion Price, and the rate at which shares of Series N Preferred Stock may be converted into shares of Common Stock, shall be subject to further adjustment as provided in this Section III(k)(4). -----END PRIVACY-ENHANCED MESSAGE-----