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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 30, 1997
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Virtual Telecom, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-22351 98-0162893
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
12, Av. Des Morgines 1213 Petit-Lancy 1, Geneva Switzerland N/A
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 011-4122-879-0879
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not applicable.
ITEM 5. OTHER EVENTS.
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
On December 30, 1997, the Company sold 1,923,716 shares ("Shares") of its
Series B Preferred Stock to Alta-Berkeley V, C.V. and two affiliated venture
capital funds (collectively referred to as "Alta-Berkeley") for the purchase
price of $3,000,000. Pursuant to the terms of the Agreement, Alta-Berkeley
delivered $1,000,000 at the closing on December 30, 1997 and has agreed to
deliver to the Company by March 30, 1998 the balance of $2,000,000. The Shares
were issued to Alta-Berkeley as partly paid shares and are subject to the
provisions of Section 156 of the Delaware General Corporation Laws until such
time as the full purchase price of $3,000,000 has been delivered to the Company.
The Shares are convertible at any time into shares of the Company's $.001 par
value common stock ("Common Stock") on a one-for-one basis, subject to
adjustment pursuant to certain anti-dilution rights, and have full voting rights
along with the Company's Series A Preferred Stock and its Common Stock.
The Shares were sold pursuant to Regulation S under the Securities Act of
1933. There were no underwriters involved in the transaction.
Concurrent with the Agreement, the Company and Alta-Berkeley entered into
an Investors' Rights Agreement. Pursuant to the terms of their agreement, the
Company increased the authorized number of its directors from four (4) to six
(6) and holders of the Shares are entitled to elect two members of the Company's
Board of Directors. At the closing, the Company appointed Mr. Bryan Wood of
Alta-Berkeley to the Board of Directors. In addition, the Company granted
Alta-Berkeley the right of first refusal to purchase a pro rata share of any
equity securities which the Company may issue. The right of first refusal
expires on December 18, 2004. The Investors' Rights Agreement also grants
Alta-Berkeley certain approval and disclosure rights over
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certain management and strategic matters.
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.
Virtual Telecom, Inc.
(Registrant)
Date: January 14, 1998 By: /S/ Neil Gibbons
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Neil Gibbons
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