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) July 11, 1996
Group Long Distance, Inc.
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(Exact name of registrant as specified in its charter)
Florida 33-99998 65-0213198
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(State or other jurisdiction (Commission (IRS Employer
or incorporation) File Number) Identification
No.)
1451 West Cypress Creek Road, Ste 200, Fort Lauderdale, Fl.33309
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (954) 771-9696
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Not Applicable
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(Former name or former address, if changed since last report)
Item 1. Change in Control of Registrant.
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Not Applicable.
Item 2. Acquisition of Disposition of Assets.
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Not Applicable.
Item 3. Bankruptcy or Receivership.
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Not Applicable.
Item 4. Changes in Registrant's Certifying Accountant.
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Not Applicable.
Item 5. Other Events.
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On July 22, 1996, Group Long Distance, Inc. (the
"Company") acquired all of the issued and outstanding
shares of the common stock of Adventures in Telecom, Inc.
("AIT"), a privately held company based in Houston, Texas
in consideration of $5,271,230 and an aggregate of
200,000 restricted shares of the Company's common stock
(of which 25% are subject to certain holdback provisions
for a six month period from the date of closing in
connection with certain indemnity provisions in favor of
the Company). The AIT acquisition includes in excess of
30,000 long distance customers and estimated current
monthly revenues of approximately $1.5 million.
AIT's customer base consists primarily of small
business customers to whom the Company intends to market
its long distance, Internet and local access services.
In anticipation of and in connection with such
acquisition, the Company closed upon a $5,521,230 loan
transaction with Tel-Save, Inc. (the "Lender" or "TS"),
a provider of certain telecommunication services to the
Company and the Company's end-users and customers. Such
aggregate loan amount included approximately $250,000 of
funds previously advanced by TS to the Company for
unrelated matters.
The loan agreement between the Company and the
Lender and the promissory note pertaining thereto
provide, in summary, for the repayment of such loan with
interest thereon at the rate of 6.5% per annum with
delineated principal and interest payable on a monthly
basis, on or prior to July 11, 1997. In connection with
such loan transaction, the Company agreed to issue
common stock purchase warrants to TS to purchase 300,000
shares of the Company's common stock at an exercise price
of $5.75 per share through July 11, 2001, further subject
to certain demand and " piggyback" registration rights.
Such loan agreement and related documents also provide,
in summary, among other matters, (i) for the pledge by
Gerald M. Dunne, Jr., the Company's President and Chief
Executive Officer, of all shares of the Company's common
stock owned by him to secure the repayment of such loan,
(ii) for the Company's directors to enter into a
stockholder agreement with the Company and TS restricting
the transfer of their respective Company securities until
the repayment of the loan in full, and, (iii) in the
event a default, as such phrase is defined in the loan
agreement, shall have occurred and be continuing, for the
Company and its directors, upon the request of TS, to
take all steps necessary and appropriate to cause TS's
designees to be appointed to and constitute a majority of
the Company's board of directors.
Item 6. Resignation of Registrant's Directors.
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Not Applicable
Item 7. Financial Statement and Exhibits.
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The Company anticipates filing pro-forma financial
statements relating to the AIT transaction within 60 days
after the filing of this report.
Item 8. Change in Fiscal Year.
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Not Applicable.
SIGNATURES
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.
GROUP LONG DISTANCE, INC.
By:------------------------------
Gerald M. Dunne,Jr., President
DATED: August 6, 1996
