UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDED 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 15, 1999
CONVERGENCE COMMUNICATIONS, INC.
---------------------------------
(Exact name of registrant as specified in its charter)
NEVADA 00-21143 87-0545056
- ------ -------- ----------
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
102 WEST 500 SOUTH, SUITE 320, SALT LAKE CITY, UTAH 84101
---------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 328-5618
WIRELESS CABLE & COMMUNICATIONS, INC.
-------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 2. Acquisition or Disposition of Assets
On December 15, 1999, Convergence Communications, Inc. (the "Company")
acquired all of the outstanding stock of GBnet Corporation, a British Virgin
Islands international business company ("GBnet"). GBnet provides data networking
and internet access services through its subsidiaries to over 2100 customers in
the countries of Guatemala, Honduras, El Salvador, Nicaragua, Costa Rica, Panama
and the Dominion Republic. The seller of GBnet was General Business Machines
Corporation ("GBM"), the exclusive general distributor of IBM products and
services in several Latin America countries, including the countries in which
GBnet operates.
The total purchase price for GBnet was $13,000,000, of which the
Company paid $4,000,000 in cash at the closing. The balance of the purchase
price was paid through the Company's delivery of four promissory notes which are
due on the first through fourth anniversaries of the closing. The promissory
notes, which bear no interest, are in principal amounts sufficient to provide
GBM with an imputed interest rate of 10.75% per annum through their anticipated
payment dates. The Company's obligations to pay the deferred portions of the
purchase price are secured by a pledge of the shares of GBnet, as well as its
operating subsidiaries. A portion of those pledged shares will be released to
the Company as it pays down the promissory notes. GBM will be entitled, however,
to retain at least 51% of the pledged shares until the Company pays all amounts
under the promissory notes.
In connection with the Company's acquisition of GBnet, GBM and GBnet
entered into a number of ancillary documents, including (i) a commercialization
agreement, pursuant to which each of GBnet and GBM agreed to recommend one
another as preferred providers of services and products (ii) an equipment
purchase agreement, pursuant to which GBM agreed to provide GBnet with preferred
purchasing terms for any IBM equipment it acquires from GBM for its operations,
and (iii) a network management agreement pursuant to which GBnet will provide
GBM with managed data network services frame relay-based connections.
Item 7. Financial Statements and Exhibits.
(a) FINANCIAL STATEMENTS. N/A
(b) PRO FORMA FINANCIAL INFORMATION. N/A
(c) EXHIBITS. N/A
CONVERGENCE COMMUNICATIONS, INC.
/s/
---------------------------------------------
By: Jerry Slovinski, Chief Financial Officer
Dated: January 6, 2000
