<PAGE>
UNITED STATES
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) October 26, 1998
e-Net, Inc.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 000-20865 52-1929282
(State or other jurisdiction of (Commission File number) (I.R.S. Employer Identification No.)
incorporation or organization)
</TABLE>
12800 Middlebrook Road, Suite 200
Germantown, Maryland 20874
(301) 601-8700
(Address of principal executive offices ) (Zip Code)
Registrant's telephone number, including area code (301) 601-8700
Not applicable
(Former name or former address, if changed since last report.)
<PAGE>
ITEM 5. OTHER EVENTS.
Attached as Exhibit 99.1 is a press release issued by e-Net, Inc. dated
October 26, 1998, which is hereby incorporated by reference herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS
99.1 Press release dated October 26, 1998
<PAGE>
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.
Date: October 26, 1998
e-Net, Inc.
By: /s/ DONALD J. SHOFF
-----------------------------------
Donald J. Shoff
Vice President of Finance and
Chief Accounting Officer
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- -------- -----------
99.1 Press release dated October 26, 1998
<PAGE>
Exhibit 99
e-Net, Inc. Issues Statement Regarding Legal Actions
Against Prudential Securities, Inc. and American Stock Transfer & Trust Co.
GERMANTOWN, Maryland, October 26, 1998-e-Net, Inc. (Nasdaq: "ETEL"), a leader
in providing Data Telephony products, issued a statement today regarding
legal actions among it, Prudential Securities, Inc. and American Stock
Transfer & Trust Co.
The Company said that the actions have arisen out of Prudential Securities,
Inc. having made a margin loan to a Company shareholder, not an affiliate of
the Company, allegedly secured, in part, by e-Net common stock certificates
from which e-Net's stock transfer agent, American Stock Transfer & Trust Co.,
improperly removed a restrictive legend. The actions commenced with
Prudential Securities, Inc. filing a civil lawsuit against e-Net and its
agent, American Stock Transfer & Trust Co., with service of the action on
e-Net on October 14, 1998. Today, e-Net moved to dismiss Prudential's suit,
filed a countersuit against Prudential, and filed a cross-claim against
American Stock.
In its statement, a Company spokesperson said, "We believe Prudential's
lawsuit is without merit insofar as it seeks damages against e-Net and
insofar as it seeks to blame e-Net for a mistake made by American Stock. Our
legal actions, if successful, will either dismiss this matter entirely or
will eliminate e-Net from liability which properly belongs to American Stock.
It is our goal to protect e-Net's shareholders and to protect the market for
e-Net stock, and simultaneously to insure that any significant expense which
may arise from this matter is borne by American Stock."
Prudential's claim seeks in excess of $3 million from either e-Net or
American Stock, or both, for losses it claims it has suffered related to a
margin loan it extended to an e-Net shareholder for stocks which were
required to bear a restrictive legend, but which did not so bear. e-Net's
actions seek a court order prohibiting Prudential from selling any restricted
shares, seek to dismiss Prudential's case, and, as to American Stock, seek an
indemnification.
The Company spokesperson continued, "The Company firmly asserts that it has
done nothing wrong here. We have alleged that Prudential knows these stocks
are restricted. American Stock is responsible for maintaining restrictive
legends on stock certificates. As the Company incurs any expenses or suffers
any losses related to this matter, it will zealously pursue a complete
indemnification from American Stock. We are vigorously prosecuting this
matter to protect e-Net, and we believe that we have a strong likelihood of
preventing damage to e-Net and its shareholders arising from the negligence
or other errors of American Stock or Prudential."
About e-Net
- -----------
e-Net, Inc. develops, markets, and supports open telecommunications software
and associated hardware that enable local, national, and international
telephone communications, information exchange, and network optimization.
Its leading product is Telecom 2000-TM-, a powerful, cost-effective hardware
and software combination that delivers full voice quality-of-service at a low
per-station price. Fully integrating voice and data networks in both the
local and wide area, users enjoy advanced access features, such as call
transfer, call hold, and call forward, on a simple GUI, utilizing the most
familiar system interface, the telephone. Telecom 2000-TM-
<PAGE>
provides full PBX functionality and delivers its Data Telephony capability
to public or private networks in the local or wide area, incorporated into
the public system.
Certain statements made herein that are not historical are forward-looking
within the meaning of the Private Securities Litigation Reform Act of 1995. The
words "estimate," "project," "intend," "expect," "believe," and similar
expressions are intended to identify forward-looking statements. These
forward-looking statements involve known and unknown risks and uncertainties.
For more information on e-Net, visit the company's web site at http:// www.
datatelephony.com, call e-Net at 1-888-FON-ENET or 301-601-8700, or telefax
e-Net at 301-601-8777.
# # #
Media Contact: Investor Contact:
Paul D. Feldman Doug Poretz
410-571-8900(t) 703-506-1778 x222 (t)
[email protected] [email protected]
- -------------- ---------------
www.FeldmanCommunications.com www.poretz.com
- ----------------------------- ---------------
