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
August 21, 2000
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(Date of report)
WORLD CALLNET, INC.
DELAWARE 1-12835 75-2468002
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(State of Incorporation) (Commission File Number) (IRS Employer ID)
Brecon House, Meridian Gate, 207 Marsh Wall, London E14 9YT
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(Address of Principle Executive Offices)
011 44 171 335 8300
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(Registrant's Telephone Number)
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ITEM 1. Changes in Control of Registrant.
On July 31, 2000, shareholders holding a majority in interest of the
issued and outstanding stock in World CallNet, Inc., a Delaware corporation
("Corporation"), executed an Action, Without Meeting, by Written Consent of
Shareholders Holding a Majority of Issued and Outstanding Stock of World
CallNet, Inc. ("Action"). The Action was prepared pursuant to the provisions
ofss.228 of the Delaware General Corporations Law and Section 1 of Article II of
the Bylaws of the Corporation. The shareholders executing the Action were
Agraffen AB/Toro Invegren, Arahbourg Holdings, Ltd., Bataurus B.V., Crayford
Associates, Ltd., Fastiumets AB Vasaparken, Gullibsen/Delphi, Heibe, R.
Henderson, MailTV Pty., Ltd., Pilrheson, and Town Invest, S.A.
In the Action, the shareholders approved the removal of Paul
Goodman-Simpson, Aaron Goodman-Simpson and Keith Goodyer as directors of the
Corporation and the appointment of John Kahlbetzer, Graham Avery, and Peter
Cordas as directors. The Action also approved Gerard Farley and Peter Boonen to
continue serving as directors.
On August 1, 2000, several of the shareholders met with Messrs. Paul
Goodman- Simpson, Aaron Goodman-Simpson, and Keith Goodyer at the Corporation's
UK offices in order to present the Action. At that time, Messrs. Paul
Goodman-Simpson, Aaron Goodman-Simpson, and Keith Goodyer resigned as directors
of the Corporation.
After the resignation of the prior board members, the Board of
Directors as reconstituted removed Messrs. Paul Goodman-Simpson, Aaron
Goodman-Simpson, and Keith Goodyer as officers of the Corporation. In their
stead, the new Board elected Mr. Graham Avery as Chairman of the Board, Mr.
Gerard Farley as President and Chief Executive Officer, and Peter Cordas as
Chief Financial Officer.
Additionally, the Board of Directors replaced Messrs. Paul
Goodman-Simpson, Aaron Goodman-Simpson, and Keith Goodyer as officers and
directors of the Corporation's subsidiaries. They were replaced by Gerard Farley
as Director and various officers.
At this time, the current Board and officers are carefully reviewing
the prior activities of the Corporation in order to reach a determination as to
the best course of conduct for the Corporation.
ITEM 2. Acquisition or Disposition of Assets.
No reportable event.
ITEM 3. Bankruptcy or Receivership.
No reportable event.
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ITEM 4. Changes in Registrant's Certifying Accountant.
No reportable event.
ITEM 5. Other Events.
No reportable event.
ITEM 6. Resignations of Registrant's Directors.
See response to Item 1.
No departing director has submitted a letter to the Registrant,
describing any disagreement and requesting that the matter be disclosed.
ITEM 7. Financial Statements and Exhibits.
See financials being filed with Form 10-QSB on August 21, 2000.
ITEM 8. Change in Fiscal Year.
No reportable event.
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.
(Registrant)
Dated: August 21, 2000 By: /s/ Gerard Farley
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Gerard Farley, Director, President
and Chief Executive Officer
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