-----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, WVs0KvHEcxpBpd+vRbjWY36NGp5zXpD8tCXiF2gDPzUOAC1Mz01PmjohGqAAytG1 h9DLlnIsc3cUK4XTeIKs7g== /in/edgar/work/0000912057-00-043884/0000912057-00-043884.txt : 20001006 0000912057-00-043884.hdr.sgml : 20001006 ACCESSION NUMBER: 0000912057-00-043884 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000922 ITEM INFORMATION: FILED AS OF DATE: 20001005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICROTEL INTERNATIONAL INC CENTRAL INDEX KEY: 0000854852 STANDARD INDUSTRIAL CLASSIFICATION: [3825 ] IRS NUMBER: 770226211 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-10346 FILM NUMBER: 735404 BUSINESS ADDRESS: STREET 1: 9485 HAVEN AVENUE STREET 2: STE 100 CITY: ONTARIO STATE: CA ZIP: 91730 BUSINESS PHONE: 9092972699 MAIL ADDRESS: STREET 1: 9485 HAVEN AVENUE STREET 2: STE 100 CITY: ONTARIO STATE: CA ZIP: 91730 FORMER COMPANY: FORMER CONFORMED NAME: CXR CORP DATE OF NAME CHANGE: 19920703 8-K 1 a2027287z8-k.txt 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 22, 2000 MICROTEL INTERNATIONAL, INC. (Exact Name of Registrant as Specified in Its Charter) DELAWARE 1-10346 77-0226211 - ------------------------------------------------------------------------------ (State or other jurisdiction of (Commission File (IRS Employer) incorporation or organization) Number) Identification No.) 9485 HAVEN AVENUE, SUITE 100, CALIFORNIA 91730 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (909) 297-2699 ------------------------------------------------------------- (Former name or former address, if changed since last report) Item 5. Other Events. ACQUISITION OF BUSINESS OPERATIONS OF T-COM, LLC MicroTel International, Inc. (the "Company") has acquired substantially all of the assets of T-Com, LLC, a Delaware limited liability company, and assumed certain liabilities of T-Com, LLC. The liabilities assumed consist mostly of accounts payable, accrued payroll expenses and accrued commissions. The assets purchased are valued at approximately $1,496,000 and liabilities assumed are approximately $496,000. T-Com, LLC is a manufacturer of high performance digital transmission test instruments used for the installation and maintenance of high speed telephone line services for telephone central offices, competitive local exchange carriers and private communications networks. The Company intends to use the acquired assets for substantially the same purposes as such assets were used by T-Com, LLC. The acquisition of the assets closed on September 22, 2000 and has an effective date of August 1, 2000. The Company paid to T-Com, LLC for the net assets consideration valued at $1,000,000, as itemized below: - 150,000 shares of Series B Convertible Preferred Stock of the Company. The preferred shares become convertible into shares of common stock of the Company in three equal lots of 50,000 preferred shares each at the end of six, twelve and eighteen months, respectively, following the acquisition closing date of September 22, 2000. Each preferred share will be convertible into ten common shares, and conversion rights will be cumulative, with all 150,000 preferred shares being convertible into common shares after eighteen months. The preferred shares have a liquidation preference of $6.40 per share. - Warrants to purchase up to 250,000 shares of the Company's common stock at an exercise price of $1.25 per share which are exercisable for a period of twenty-four months following the acquisition closing date of September 22, 2000. The warrants contain a cashless exercise feature. The consideration described above is valued at approximately $938,000 for the preferred shares based on a value of $0.6253 per common share multiplied by the 1,500,000 common shares into which the preferred shares can be converted. The warrants have been valued at approximately $62,000 based on a calculation using the Black-Scholes valuation formula. In the third quarter of 2000, the Company will report an increase of approximately $1,000,000 to its net worth due to this acquisition. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, hereunto duly authorized. MICROTEL INTERNATIONAL, INC. By: /s/ Randolph D. Foote ----------------------------- Randolph D. Foote Chief Financial Officer Date: October 5, 2000 -----END PRIVACY-ENHANCED MESSAGE-----