E NET INC
8-K, 1999-12-14
COMPUTER PROGRAMMING SERVICES
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<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) December 8, 1999

                         ------------------------------

                                   e-Net, Inc.

- -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Delaware                      000-20865                 52-1929282
- -------------------------------------------------------------------------------
(State or other jurisdiction        (Commission              (I.R.S. Employer
   of incorporation)                 File Number)           Identification No.)

          12800 Middlebrook Road, Germantown, MD                 20874
- -------------------------------------------------------------------------------
  (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.)

            the Exhibit Index appears on sequentially numbered page 4

<PAGE>

ITEM 5.   OTHER EVENTS.

          Attached as Exhibit 99.1 is a press release issued by e-Net, Inc.
dated December 8, 1999, which is hereby incorporated by reference herein.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (c)       EXHIBITS

          99.1      Press release dated December 8, 1999





                                       2.

<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: December 14, 1999

                                        e-Net, Inc.

                                        By:  /s/ DONALD J. SHOFF
                                          -------------------------------------
                                             Donald J. Shoff
                                             Vice President of Finance and
                                             Chief Accounting Officer



                                       3.

<PAGE>

                                 EXHIBIT INDEX

Exhibit
Number         Description

- --------       ------------

99.1          Press release dated December 8, 1999




                                       4.


<PAGE>

                                                                    Exhibit 99.1

Contacts:

Media             Libby Korosec                      John Dinsmore
                  Broadwing Inc.                     Feldman Communications
                  (513) 397-1589                     (410) 571-8900
                  [email protected]          [email protected]

Investors         Hugh Anderson                      Doug Poretz
                  Broadwing Inc.                     The Poretz Group
                  (513) 397-7877                     (703) 506-1778
                  [email protected]        [email protected]

              BROADWING INC. MAKES EQUITY INVESTMENT IN E-NET, INC.
        PARTNERSHIP WILL BRING QUALITY VOICE OVER THE INTERNET TO MARKET

FOR IMMEDIATE RELEASE

         CINCINNATI, OH and GERMANTOWN, MD - December 8, 1999 - Broadwing Inc.
(NYSE:BRW), a data and Internet-centric communications powerhouse with the
nation's premier, next-generation network, and e-Net, Inc. (NASDAQ: ETEL), a
leader in revolutionizing the way consumer and businesses use the Internet to
place and receive telephone calls, announced today that Broadwing is making an
equity investment in e-Net.

         BroadWing and e-Net have reached an agreement where Broadwing has
chosen to exercise its option to acquire 18.26 percent of e-Net's issued and
outstanding shares for $10.8 million.

         Under the terms of the agreement, Broadwing is providing e-Net access
to Gemini2000 - a coast-to-coast, next-generation Internet backbone - network
support, collocation space, joint marketing and sales support. e-Net will
provide software and installation support, long distance routing capability on
an IP data network, technology and customer support. ZeroPlus.com currently
offers a variety of fee-based, value-added services and features. Under the
agreement, Broadwing will be the sole provider of network capacity, termination
and other network elements for e-Net's subsidiary ZeroPlus.com for two years.

         "We're changing the rules on how people communicate in business. That's
what the Internet is all about," said Richard Ellenberger, Broadwing president
and CEO. "Together with e-Net, Broadwing will use quality voice on the Internet
to attack the market and give our customers strategic advantages."

         "The Internet telephony market is rapidly heating up and is projected
to be explosive in its growth," said Robert A. Veschi, e-Net, Inc. president and
CEO." This investment by our business partner Broadwing puts us in a position to
realize the market leadership potential of our subsidiary ZeroPlus.com by
becoming the premier provider of Internet telephone services. With a partner
like Broadwing, we believe we have the technological edge, access to the
installed next-generation IP backbone network, and the financial resources that
will enable us to provide a superior voice over IP solution to a huge emerging
market."

<PAGE>

         The number of shares subject to the exercise of options was 1,888,653
at a price of $5.74 per share.

ABOUT BROADWING INC.

         Broadwing Inc. (NYSE: BRW) is an integrated communications powerhouse
delivering voice, data, wireless, and Internet solutions to a variety of
customers nationwide. Focused on customer service combined with a premier
next-generation fiber network and award winning IP backbone, Broadwing's
reliable high-bandwidth data and Internet capabilities give businesses a
competitive advantage. Headquartered in Cincinnati, Ohio with 5,500 employees in
37 cities, Broadwing can be found on the World Wide Web at broadwing.com.

ABOUT E-NET AND ZEROPLUS.COM

         e-Net, Inc. is a recognized leader in developing hardware and software
technology that allows voice to be transmitted over data networks, including the
Internet, IP, ATM, or Frame Relay. The company's wholly owned subsidiary,
ZeroPlus.com, provides consumers with their own permanent Internet telephone
number and specialized software that enables them to place and receive phone
calls anytime, anywhere via their computers--completely free of charge. The
revolutionary aspect of this service is that domestic Internet calls are made by
dialing "0" plus a 10-digit number and international calls by dialing "00" plus
the number, very similar to the way people make calls on a traditional phone
network. To begin using this new service, consumers first register on-line at
WWW.ZEROPLUS.COM, select their permanent Internet phone number and download
e-Net's free software. With three simple steps, consumers can place and receive
free calls over the Internet, PC to PC. The new, free instant messaging
capabilities expand the ZeroPlus.com portfolio of services, which also includes
call hold, caller ID and speed dial at no charge. ZeroPlus.com also can deliver
free phone calls that travel "off" the Internet to 800, 888, and 877 numbers
across the nation and around the world.

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 additional information regarding these and other risks and uncertainties
associated with Broadwing and e-Net's businesses, reference is made to their
reports filed from time to time with the Securities and Exchange Commission.



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