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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) June 11, 1999
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Rocky Mountain Internet, Inc.
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(Exact name of Registrant as specified in charter)
Delaware
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(State or other jurisdiction of incorporation)
001-12063 84-1322326
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(Commission File Number) (IRS Employee Identification No.)
999 Eighteenth Street, Suite 2201 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 672-0700
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 11, 1999, the registrant entered into an Agreement and Plan
of Merger (the "IdealDial Merger Agreement") with IdealDial Corporation
("IdealDial"), a Colorado corporation headquartered in Denver, Colorado,
pursuant to which IdealDial merged with and into the registrant (the
"IdealDial Merger"). Pursuant to the terms of the IdealDial Merger
Agreement, the Registrant agreed to pay to the stockholders of IdealDial, in
the aggregate, approximately $1.74 million, payable in the form of 146,611
shares of common stock of the registrant (73,306 shares of which will be
registered). The consideration that the registrant agreed to pay to
IdealDial was determined through arm's length negotiation. There was no
material relationship between the registrant and IdealDial prior to the
Merger. IdealDial is an enhanced full-service telecommunications provider.
The registrant intends to utilize the assets acquired from IdealDial in the
same manner that IdealDial utilized the assets prior to their acquisition by
the registrant. A copy of the registrant's press release is attached hereto
as Exhibit 20.1.
ITEM 5. OTHER EVENTS.
On June 10, 1999, the Registrant entered into an Agreement and Plan
of Merger (the "Internet Connect Merger Agreement") with Internet Connect,
Inc., a Utah corporation headquartered in Salt Lake City, Utah, pursuant to
which Internet Connect, Inc. and its subsidiaries ("Internet Connect") merged
with and into the registrant (the "Internet Connect Merger"). The purchase
price of the assets acquired was approximately $1.44 million, payable in the
form of 123,565 shares of the registrant's common stock (37,670 shares of
which will be registered). The consideration that the registrant agreed to
pay to Internet Connect was determined through arm's length negotiation.
There was no material relationship between the registrant and Internet
Connect prior to the Merger. Internet Connect is an internet service
provider. The registrant intends to utilize the assets acquired form
Internet Connect in the same manner that Internet Connect utilized the assets
prior to their acquisition by the registrant. A copy of the registrant's
press release is attached hereto as Exhibit 20.2.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
List below the financial statements, pro forma financial information
and exhibits, if any, filed as a part of this report.
(a) Financial Statements of Businesses Acquired:
Not required.
(b) Pro Forma Financial Information:
Not required.
(c) Exhibits:
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<TABLE>
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Exhibit
Number Description
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10.1 Agreement and Plan of Merger dated as of June 11,
1999 by and between Rocky Mountain Internet, Inc.
and IdealDial Corporation*
10.2 Asset Purchase Agreement by and among Rocky
Mountain Internet, Inc. and Internet Connect,
Inc. et.al.*
20.1 News Release dated June 14, 1999 announcing the
IdealDial Merger.
20.2 News Release dated June 15, 1999 announcing the
Internet Connect Merger.
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* To be filed by amendment.
SIGNATURE
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.
Rocky Mountain Internet, Inc.
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(Registrant)
Date: June 28, 1999 By: /s/ CHRISTOPHER J. MELCHER
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Christopher J. Melcher
Vice President, General Counsel and
Corporate Secretary
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Exhibit 20.1
RMI.NET ACQUIRES DENVER BASED ENHANCED TELECOMMUNICATIONS PROVIDER IDEALDIAL;
ACQUISITION WILL INCREASE RMI.NET'S RUN RATE REVENUE BY $10 MILLION FOR 1999
DENVER, June 14 /PRNewswire/ -- RMI.NET, Inc. formerly Rocky Mountain
Internet (RMI) (Nasdaq: RMII), a national e-business and convergent
communications company, announced today the acquisition of IdealDial, an
enhanced telecommunications services provider, in a common stock transaction
valued at $3 million. IdealDial has an expected revenue run rate of $10
million for fiscal year 1999.
"IdealDial fits perfectly into RMI.NET's strategy to become a Commerce
Solutions Provider (CSP) through turnkey e-business solutions and convergent
communications. IdealDial's nationwide business customer base will give us
additional customers to up sell our enhanced e-commerce products to," said
Douglas H. Hanson chairman and CEO for RMI. "IdealDial is able to provide
flexible solutions to small and medium sized businesses which RMI.NET will
further enhance with its extensive Internet and e-business capability."
IdealDial, founded in 1984, offers a full range of products and services
including web hosting, customized Internet applications, 900 pay per call,
800 interactive and credit card capture, and a full range of calling and
debit card products. In addition, it provides facsimile products, 1+ long
distance, and a new Internet billing method, eCHARGE(TM), which provides
customers with the ability to pay bills online. The company has just fewer
than 20,000 customers. In addition, the company is authorized to provide
inter- exchange services in all 48 contiguous states.
"RMI has the systems in place, and the ability to take this business to the
next level," said Michael Payne, president and CEO of IdealDial. "IdealDial
customers will benefit from the acquisition through RMI's dedication to
customer service and the availability of expanded Internet service offerings."
RMI.NET, formerly Rocky Mountain Internet, is a Denver based e-business and
convergent communications company focused on providing a single-source
network of Internet and telecommunication solutions for small to medium size
businesses, SOHOs and consumer households. RMI.NET possesses the full
spectrum of tools needed to effect the realization of e-business and
converging communications -- from commerce enabled web design, hosting and
marketing to dial-up and dedicated internet access and local, long-distance
and IP telephony. RMI.NET also wholly owns a proprietary Internet search
engine, Infohiway at www.infohiway.com. For more information call
1-800-864-4327, or visit our web site at www.rmi.net.
(This press release might contain forward-looking statements. These
forward-looking statements are subject to risks and uncertainties. Actual
results may differ materially from such forward-looking statements as a
result of risks and uncertainties which are described in the cautionary
statements section of the company's 10K dated December 31, 1997, and include
the need for additional financing, the ICC litigation, ability to
successfully integrate acquisitions, changing technology, competition,
possible future government regulation, competition for talented employees,
the Company's ability to fund future operations and the Company's need to
refinance debt.)
/CONTACT: Bill Gelfeld of RMI.NET, 303-313-0672/
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Exhibit 20.2
RMI.NET ANNOUNCES THE ACQUISITION OF SALT LAKE CITY-BASED 'INTERNET CONNECT'
DENVER, June 15 /PRNewswire/ -- RMI.NET, Inc., formerly Rocky Mountain
Internet (RMI) (Nasdaq: RMII, RMIIW), a national e-business and convergent
communications company, announced today the completion of the acquisition of
Internet Connect for $1.5 million in common stock. Internet Connect has
projected revenue run rates in excess of $1.2 million for 1999.
"Internet Connect is a great fit into RMI.NET's strategy to expand the
company's geographic reach and subscriber base," said Douglas H. Hanson,
chairman and CEO for RMI.NET. "The Utah market is a hot bed for high tech
growth and we want to take part in this exciting opportunity."
Internet Connect is a Utah-based Internet service provider with more than
3,500 subscribers, most of which are business customers and all of which are
in the state of Utah. The company provides dial-up and dedicated Internet
service in Provo, Salt Lake City, Heber, Ogden, Morgan and Huntsville.
"RMI.NET can provide Internet Connect's customers with a wealth of new
services," said Bryan Webster, general manager of Internet Connect. "As an
emerging Commerce Solutions Provider (CSP), RMI.NET is positioned to help our
customers take advantage of very advanced and unique e-business solutions."
RMI.NET, formerly Rocky Mountain Internet, is a Denver-based e-business and
convergent communications company focused on providing a single-source
network of Internet and telecommunication solutions for small to medium-size
businesses, SOHOs and consumer households. RMI.NET possesses the full
spectrum of tools needed to effect the realization of e-business and
converging communications -- from commerce-enabled web design, hosting and
marketing to dial-up and dedicated internet access and local, long-distance
and IP telephony. RMI.NET also wholly owns a proprietary Portal site and
search engine, Infohiway, at www.infohiway.com. For more information call
1-800-864-4327, or visit our web site at www.rmi.net.
(This press release might contain forward-looking statements. These
forward-looking statements are subject to risks and uncertainties. Actual
results may differ materially from such forward-looking statements as a
result of risks and uncertainties which are described in the cautionary
statements section of the company's 10K dated December 31, 1997, including
the ability to successfully integrate acquisitions, changing technology,
competition, possible future government regulation, competition for talented
employees, as well as other risks.)
/CONTACT: Mark Stutz of RMI.NET, 303-313-0672/
