E NET INC
8-K, 1999-09-23
COMPUTER PROGRAMMING SERVICES
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                                  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) September 15, 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.)




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ITEM 5.   OTHER EVENTS.

          Attached as Exhibit 99.1 is a press release issued by e-Net, Inc.
dated September 15, 1999, which is hereby incorporated by reference herein.

ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS

          (c)       EXHIBITS

          99.1      Press release dated September 15, 1999







                                       2.

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                                    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: September 23, 1999

                                        e-Net, Inc.



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








                                       3.

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                                 EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit
Number         Description
- - ------         -----------
<C>            <S>

99.1          Press release dated September 15, 1999
</TABLE>








                                       4.


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                                                                  Exhibit 99.1

         E-NET, INC. AND IXC COMMUNICATIONS SIGN ENCOMPASSING AGREEMENT

                   TO PROVIDE VOICE OVER IP TELEPHONY SERVICE

    --THE TWO COMPANIES ARE POSITIONED TO BE MAJOR COMPETITOR TO NET2PHONE--

            --IXC OBTAINS RIGHTS TO MAKE EQUITY INVESTMENT IN E-NET-


GERMANTOWN, MD, September 15, 1999 - e-Net, Inc. (Nasdaq: ETEL) and IXC
Communications, Inc. (Nasdaq: IIXC) have signed a definitive agreement to
jointly develop and market the Internet Telephony services of e-Net's wholly
owned subsidiary, ZeroPlus.com, Inc., to consumers and businesses around the
world.

Under the terms of the two-year agreement, IXC will provide access to its
13,000-mile fiber optic Gemini2000 network, network support, co-location
facilities, as well as marketing and sales support. ZeroPlus.com will provide
the software and Voice over IP expertise to integrate PC-to-Phone calling from
the current software and develop fee-based enhanced services such as call
forwarding, voicemail, and unified messaging, all of which are anticipated to be
revenue-generating opportunities.

The agreement also allows IXC to acquire new common shares that e-Net might
issue to them at a 25% premium over the closing price when exercised, with a
minimum purchase price of $3.75 and a maximum purchase price of $7.50, and to
acquire up to just under 20% of e-Net's outstanding shares. The number of e-Net
shares that may be acquired by IXC will depend on a number of factors that will
exist at the time IXC decides to exercise its rights, which expire February 1,
2000.

"The Internet Telephony market is now scaling up rapidly to a global market that
will not be captured by a single company," said Robert Veschi, President and CEO
of e-Net, Inc. "Net2Phone (Nasdaq: NTOP), a spin-off of IDT Corporation (Nasdaq:
IDTC), has taken the early lead in this very large potential market. With a
partner like IXC, we believe we now have the resources and credibility to be a
very effective competitor. We have a tremendous fiber optic network, a large
sales force to develop our distribution relationships, and our two companies
will work together to promote ZeroPlus.com. We are looking forward to obtaining
a significant growth in membership."


    --BUILDING A VOICE OVER IP NETWORK FOR HIGH-QUALITY INTERNET TELEPHONY--

IXC's Gemini2000 network, introduced in December 1998, is the first
coast-to-coast, next generation Internet backbone to carry both commercial and
research community traffic. The OC-48 network was designed to eliminate Internet
congestion by offering high-speed communications that are 20 times faster than
today's Internet. Its unique architecture ensures Quality of Service (QoS) and
unparalleled performance. The network's technology is supported by Cisco Systems
(Nasdaq: CSCO), Newbridge Networks (NYSE: NN), and Nortel Networks (NYSE: NT).



<PAGE>

Continued Mr. Veschi, "We anticipate that the Gemini2000 network will enable us
to provide very high voice quality to our ZeroPlus.com users. Few Internet
Telephony providers can claim their network has the bandwidth of the IXC
network. As competition increases, consumers are expected to demand high quality
from their Internet Telephony provider. By routing calls off the traditional
Internet and onto IXC's network, we believe our Quality of Service will be
difficult to match."


              --OFFERING INTERNET PORTALS A SERVICE AND BANDWIDTH--

As part of today's agreement, IXC's and ZeroPlus.com's sales forces will jointly
target relationships with major Internet portals. IXC currently maintains a
nationwide sales force who will seek distribution agreements with Internet
Service Providers and major websites for ZeroPlus.com. IXC's sales force will
also be able to offer websites the opportunity to peer with IXC's high-speed
network, which will not only further improve the quality of ZeroPlus.com's
service, but also will improve the performance of a company's website.

Mr. Veschi said, "By combining the IXC and ZeroPlus.com sales forces, we will be
able to aggressively seek new online distribution relationships. We are also
positioned to provide portals a unique offering of an innovative Internet
Telephony service, along with competitively priced, high-quality bandwidth. This
combination makes the complete offering very attractive to a potential website."


                   --AN OPPORTUNITY FOR SIGNIFICANT REVENUE--

"Ultimately, Internet protocols will carry virtually all voice traffic and make
phone companies as we know them today, obsolete. To persuade consumers to defect
from traditional phone carriers, however, Internet telephony must provide
comparable quality of service and ease of use as well as compelling economies,"
said Mark Winther, group vice president of Worldwide Telecommunications at
International Data Corporation. "By providing consumers with an incredibly
economical technology that is simple to use, and delivered via IXC's high
quality Gemini backbone, ZeroPlus.com presents a very attractive solution for
today's long distance customers and raises the bar for other Internet telephony
providers."

"We are sitting at the crest of the Internet Telephony wave," continued Mr.
Veschi. "There has been renewed interest in the technology, and the world
recognizes that Voice over IP is the most efficient and cost-effective way to
deliver quality phone service. In addition, there have been recent long distance
rate reductions by AT&T (NYSE: T), Sprint (NYSE: FON) and MCI Worldcom (Nasdaq:
WCOM). We think these price reductions are being introduced, at least in part,
in anticipation of the emerging competition arising from this new technology.
Thus, not only do we believe that ZeroPlus.com will be a major competitor to
Net2Phone, but we will also offer the quality and low-cost service to be a
serious competition to these giants."

Under the terms of the agreement, IXC Communications and ZeroPlus.com will
jointly develop the necessary components of the Voice over IP solution, and will
share in the revenue from the strategic alliance.

Dominick DeAngelo, Senior Vice President, product management and marketing for
IXC Communications, stated, "The powerful combination of Gemini2000's unique
architecture and ZeroPlus.com's innovative service brings together technologies
that enable us to establish the


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phone network of the future. We believe the partnership has significant revenue
potential and we are extremely excited about this business opportunity."


                                 --ABOUT E-NET--

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. e-Net's suite of products is designed to
allow Internet Service Providers, CLECs, and Cable TV operators to offer
competitive long distance service over their data networks. By integrating
hardware, software, and billing solutions, e-Net is able to offer customers a
complete Voice over Internet Protocol (VoIP) solution. The company has received
numerous awards for its technology, including: Product of the Year from CTI
Magazine, Best of LAN TIMES, COMPUTER TELEPHONY Product of the Year and COMNEWS'
Editor's Choice. For more information about e-Net, visit the company's Web site
at www.datatelephony.com or call e-Net at 301-601-8700.

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 the Company's business, reference is made to the Company's
reports filed from time to time with the Securities and Exchange Commission.




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