SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8 K-A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
December 22, 1999
(Date of report)
WORLD CALLNET, INC.
DELAWARE 1-12835 75-2468002
(State of Incorporation) (Commission File Number) (IRS Employer ID)
Brecon House, Meridian Gate, 207 Marsh Wall, London E14 9YT
(Address of Principle Executive Offices)
011 44 171 335 8300
(Registrant's Telephone Number)
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ITEM 1. Changes in Control of Registrant
Refer to "ITEM 2. Acquisition or Disposition of Assets," below, for a
description of the change in control of World CallNet, Inc. (the "Company")
after giving effect to the amendment to the Stock Purchase Agreement, dated
September 30, 1999, between the Company, MailTV Pty Ltd. and Paul
Goodman-Simpson.
ITEM 2. Acquisition or Disposition of Assets
On September 30, 1999, World CallNet, Inc. (the "Company") entered into
a stock purchase agreement (the "Agreement") with MailTV Pty Ltd. ("MailTV
Pty"), a company incorporated in the New South Wales, Australia, and Paul
Goodman-Simpson the Company's President and Chief Executive Officer. Pursuant to
the Agreement the Company was to issue to, and MailTV Pty was to acquire,
14,500,000 shares of common stock of the Company (the "Shares"), which
represents approximately 50% of the Company's issued and outstanding shares on a
fully diluted basis, for an aggregate purchase price of $13,593,750 plus
2,265,625 shares of the issued and outstanding common stock of KeyClub.net, Inc.
(the "KeyClub Shares") owned by MailTV Pty. KeyClub.net, Inc. ("KeyClub") is a
Florida corporation and its common stock trades publicly on the Over-the-Counter
Electronic Bulletin Board under the symbol "KEYK." MailTV Pty is the majority
owner of KeyClub.net Inc.
The parties agreed that at the first closing of the Agreement, the
Company was to issue to MailTV Pty 2,900,000 Shares (the "First Tranche Shares")
and at the second closing, which was to take place on or before December 31,
1999, the Company was to issue to MailTV Pty 11,600,000 Shares (the "Second
Tranche Shares"). The purchase price for the First Tranche Shares was to be the
payment by MailTV Pty to the Company of $2,718,750, less certain amounts
previously received by it from MailTV Pty, and the transfer by MailTV Pty of
453,125 KeyClub Shares owned by it. The purchase price for the Second Tranche
Shares was to be the payment by MailTV Pty to the Company of $10,875,000 and the
transfer MailTV Pty of 1,812,500 KeyClub Shares owned by it.
As of the date hereof, MailTV Pty has funded only approximately $2.3
million of the $2.7 million payment required to be made to the Company in
connection with the first closing. As a result, the Company and MailTV Pty
agreed to amend the terms of the Agreement to provide for a multi tier Agreement
pursuant to which MailTV Pty will still be required to pay consideration
totaling $13.6 million in cash and 2,265,625 million shares in KeyClub.net Inc.
for 2.9 million shares of the Company's Shares.
As amended, the Agreement provides for the final closing to be deferred
to January 31, 2000, provided that the Company receives a further partial
installment payment of $3,000,000 and 500,000 KeyClub Shares from MailTV Pty on
or prior to January 7, 2000. The Company may also agree to grant MailTV Pty a
further extension to allow for a settlement on February 29, 2000, should this be
required. Such extension shall be conditioned upon receipt of a further partial
payment of $2,000,000 in cleared funds and 333,333 KeyClub Shares no later than
January 31, 2000.
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The Agreement has also been amended as follows: (i) MailTV Pty has
waived any and all rights that it had, or may have, to match any offer of
funding that the Company wishes to engage in; (ii) any anti-dilution rights or
other rights to subscribe to purchase any additional Shares that MailTV Pty has,
or may have had, have been terminated; (iii) in the event that any of the
payments required to be made by MailTV Pty are not fully satisfied on or before
any of the dates provided for such payments, such event shall be deemed to
constitute an intentional breach of the covenants, representations and
warranties made by MailTV Pty contained in the Agreement, as amended, and shall
be grounds for immediate and final termination of the Agreement, as amended; and
(iv) in the event that MailTV Pty fails to satisfy any of the conditions in the
Agreement, as amended, and the Company elects to terminate the Agreement, as
amended, the Company agrees to release MailTV Pty from any damages resulting
from MailTV Pty's default in consideration for MailTV Pty's agreement that
neither the Company nor Paul Goodman Simpson shall, in any way, be liable to
MailTV Pty for any damages whatsoever resulting from termination of the
Agreement, as amended.
ITEM 5. Other Events.
The Company has outstanding promissory notes in the principal amount of
$1,150,000, which notes were issued in December 1998. Such notes are past due.
The Company anticipates repaying the outstanding notes from the installment
payments that have been agreed to be made by MailTV Pty.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
Number Description
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10.1 Stock Purchase Agreement, dated as of September 30, 1999, by
and among World CallNet, Inc., MailTV Pty Ltd. and Paul
Goodman-Simpson, which includes form of Registration Rights
Agreement to be issued to MailTV Pty.(1)
10.2 Agreements, dated December 15, 1999 and December 22, 1999,
between World CallNet, Inc., MailTV Pty Ltd. and Paul
Goodman-Simpson, to amend the Stock Purchase Agreement, dated
as of September 30, 1999, by and among World CallNet, Inc.,
MailTV Pty Ltd. and Paul Goodman-Simpson.
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(1) Incorporated by reference to the Company's Current Report on Form 8-K, as
amended, as filed on October 15, 1999.
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the Undersigned, thereunto duly authorized.
WORLD CALLNET, INC.
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(Registrant)
December 22, 1999 /s/ Paul Goodman-Simpson
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Paul Goodman-Simpson, Director,
President and Chief Executive Officer
1. Full settlement shall be deferred to January 31, 2000 subject to the
immediate further partial payment to World CallNet, Inc. of US$1,000,000 in
cleared funds by December 17, 1999 together with 166,667 KeyClub.net, Inc.
shares.
2. A further partial payment of US$1,000,000 in cleared funds and 166,667
KeyClub.net, Inc. shares shall be provided to World CallNet, Inc. no later than
December 23, 1999.
3. A further partial payment of US$1,000,000 in cleared funds and 166,667
KeyClub.net, Inc. shares shall be provided to World CallNet, Inc. no later than
January 7, 2000.
4. The balance settlement of $US8,892,750 in cleared funds and 1,321,499
KeyClub.net, Inc. shares pursuant to our existing contract shall the be due on
January 31, 2000.
5. World CallNet Inc. will grant MailTV Pty Ltd a further extension to allow for
a settlement on February 29, 2000, should this be required, conditional upon
receiving a further partial payment of $US2,000,000 in cleared funds and 333,333
KeyClub.net, Inc. shares being made to Word CallNet, Inc. by no later than
January 31, 2000. Under such circumstances the balance of the settlement of
US$6,892,750 in cleared funds and 988,166 KeyClub.net, Inc. shares will be due
on February 29, 2000.
6. It is further agreed that subject to World CallNet, Inc. shareholder
agreement to increase the authorised shares of the company that MailTV Pty Ltd
have until April 15, 2000 or until 7 days after MailTV Pty Ltd being listed on
the Australian Stock Exchange, whichever is the earlier, to subscribe to an
additional 1,350,000 shares at US$1.75 per share up to its 50% entitlement in
World CallNet, Inc.
7. It is further agreed that MailTV Pty Ltd. shall have a 45 day period in which
to match an offer of funding from the date of notification that World CallNet,
Inc. wishes to raise additional funds on the same terms of any funding offer
received by the company.
8. Provided that all the conditions in this amendment are satisfied World
CallNet, Inc. agrees to offer MailTV Pty Ltd first refusal for any further
funding requirements for a 45 day period subject to at all times MailTV Pty Ltd
having the right to participate on a 50% basis in any such raising. This clause
shall take effect from January 31, 2000. In the event that MTVA is unable or
unwilling to arrange such funding, all rights to match any future participation
to maintain a 50% position within World CallNet, Inc. shall be automatically
terminated.
9. Should any of the conditions in this amendment not be fully satisfied, MTVA's
rights to participate in any future capital raising on a 50% basis for WOWW
shall be automatically terminated.
For and on behalf of MailTV Pty Ltd
Peter Boonen
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For and on behalf of World CallNet, Inc.
Paul Goodman-Simpson
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1. Full settlement shall continue to be deferred to January 31, 2000 subject to
the immediate further partial payment to World CallNet, Inc. totalling
US$3,000,000 in cleared funds by January 7, 2000 together with 500,000
KeyClub.net, Inc. shares.
2. The balance settlement of $US8,892,750 in cleared funds and 1,321,499
KeyClub.net, Inc. shares pursuant to our existing contract shall the be due on
January 31, 2000.
3. World CallNet Inc. continues to agree to grant MailTV Pty Ltd a further
extension to allow for a settlement on February 29, 2000, should this be
required, conditional upon receiving a further partial payment of $US2,000,000
in cleared funds and 333,333 KeyClub.net, Inc. shares being made to Word
CallNet, Inc. by no later than January 31, 2000. Under such circumstances the
balance of the settlement of US$6,892,750 in cleared funds and 988,166
KeyClub.net, Inc. shares will be due on February 29, 2000.
4. Notwithstanding any provision or agreement to the contrary made between the
parties in either the Stock Purchase Agreement or the amendment to the Stock
Purchase Agreement which was made by letter dated December 15, 1999, the parties
hereby agree that MailTV Pty Ltd. has waived any and all rights that it had, or
may have, to match any offer of funding that World CallNet, Inc. wishes to
engage in, and that any and all such rights are hereby terminated and shall be
of no further force and effect.
5. Notwithstanding any provision or agreement to the contrary made between the
parties in either the Stock Purchase Agreement or the amendment to the Stock
Purchase Agreement which was made by letter dated December 15, 1999, the parties
hereby agree that, except for the 2,900,000 Company Shares (the "First Tranche
Shares") and the 11,600,000 Company Shares (the "Second Tranche Shares")
described in the Stock Purchase Agreement, any anti-dilution rights or other
rights to subscribe to purchase any additional shares of Common Stock of the
Company that MTVA has, or may have had, by virtue of the Stock Purchase
Agreement, as amended, are hereby terminated and shall be of no further force
and effect.
6. Should any of the payments required by the Stock Purchase Agreement, as such
agreement has been amended and further amended by a letter dated December 15,
1999 and this letter agreement, not be fully satisfied on or before any of the
dates provided for such payments, such event shall be deemed to constitute an
intentional breach of the covenants, representations and warranties made by MTVA
contained in the Stock Purchase Agreement, as amended, and shall be grounds for
immediate and final termination of the Stock Purchase Agreement, as amended, by
WOWW notwithstanding any provisions in the original Stock Purchase Agreement
providing for cure of breaches by the Purchaser through the exercise of its
reasonable best efforts.
7. In addition to the foregoing, in the event that MTVA fails to satisfy any of
the conditions in the Stock Purchase Agreement, as amended, and WOWW elect to
terminate the Stock Purchase Agreement, as amended, WOWW agrees to release MTVA
from any damages resulting from MTVA's default in consideration MTVA's agreement
that neither WOWW nor Paul Goodman Simpson shall, in any way, be liable to MTVA
for any damages whatsoever resulting from termination of the Stock Purchase
Agreement, as amended.
For and on behalf of MailTV Pty Ltd
Peter Boonen
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For and on behalf of World CallNet, Inc.
Paul Goodman-Simpson
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