SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): March 6, 2000
VOICENET, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-12979 13-3896031
(State of incorporation) (Commission File Number) (IRS Employer
Identification No.)
1040 First Avenue
Suite 101
New York, New York 10022
(Address of principal executive offices)
(212) 642-5476
(Issuer's telephone number)
<PAGE>
ITEM 5. OTHER EVENTS.
On March 6, 2000 the Board of Directors of Voicenet, Inc. ("Voicenet") declared
a two for one stock split in the form of a dividend. The record date will be
March 17th, and thereafter on or about April 7th the transfer agent will mail
certificates representing one share for each share held on the record date.
Following the effective date of the split the company will have approximately
9.83 million shares of common stock outstanding.
In addition, the Board of Voicenet and the majority shareholder, Voicenet
(Aust.), Ltd. acting by written consent has approved an increase in the
company's authorized common shares to 50,000,000 from the currently authorized
10,000,000 common shares.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
The following are filed as exhibits to this Current Report on Form 8-K:
SIGNATURES
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.
Dated March 10, 2000
VOICENET, INC.
By: /s/ Howard J. Messer
------------------------------
Name: Howard J. Messer
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated March 6, 2000.
99.2 Certificate of Amendment to Certificate of Incorporation.
<PAGE>
Exhibit 99.1
- ------------
FOR IMMEDIATE RELEASE
Contact:
Howard J. Messer
CFO
973-809-9445
Voicenet Splits Stock 2 for 1
-----------------------------
New York, New York--March 6, 2000--Voicenet, Inc. (OTCBB:VNET) today announced
that its board of directors has declared a two for one stock split in the form
of a dividend. The record date will be March 17th, and thereafter on or about
April 7th the transfer agent will mail certificates representing one share for
each share held on the record date. Following the effective date of the split
the company will have approximately 9.83 million shares of common stock
outstanding.
In addition, the Board of Voicenet and the majority shareholder, Voicenet
(Aust.), Ltd. acting by written consent has approved an increase in the
company's authorized common shares to 50,000,000 from the currently authorized
10,000,000 common shares.
Frank Carr, Chairman of the company stated: " The increase in the authorized
shares is considered an important step in the company's long term strategy of
seeking growth through not only the development and commercialization of our
unique technology, but also in continually reviewing opportunities that arise
with respect to growing via acquisition of other entities whose technologies are
leading edge. Our Board and management have taken the above actions focusing on
our long term commitment of enhancing shareholder value."
# # # # #
This press release contains forward-looking statements which are made pursuant
to the safe-harbor provisions of the Private Securities Litigation Reform Act of
1995. Expressions of future goals and similar expressions including without
limitation such words as "expects","believes", "seeks" and "anticipates",
reflecting something other than historical fact are intended to identify
forward-looking statements, but are not the exclusive means of identifying such
statements. These forward-looking statements involve a number of risks and
uncertainties, including the timely development and market acceptance of
products and technologies, and other factors.The actual results may differ
materially from any forward-looking statements due to such risks and
uncertainties. The Company undertakes no obligations to revise or update any
forward-looking statements in order to reflect events or circumstances that may
arise after the date of this release.
<PAGE>
Exhibit 99.2
- ------------
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
VOICENET, INC.
Voicenet, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:
FIRST: That Article FOURTH of the Certificate of Amendment of the
Certificate of Incorporation of the Corporation be amended by striking Article
FOURTH in its entirety and replacing therefor:
FOURTH: The Corporation is authorized to
issue two classes of stock to be designated,
respectively, "Common Stock" and "Preferred
Stock." The total number of shares of all classes
of stock which the Corporation is authorized to
issue is Fifty-One Million (51,000,000) shares,
$.01 par value, which shall consist of 50,000,000
shares of common stock and 1,000,000 shares of
preferred stock."
SECOND: By written consent dated March 2, 2000, given in accordance
with the provisions of Section 228 of the General Corporation Law of the State
of Delaware, the holder(s) of a majority of the outstanding shares of stock of
the Corporation have approved the adoption of the aforesaid resolution.
THIRD: That this Certificate of Amendment of Certificate of
Incorporation has been duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment of the Certificate of Incorporation to be signed by its Chief
Executive Officer this 2nd day of March 2000.
VOICENET, INC.
By: /s/ Frank Carr
------------------------
Frank Carr
Chief Executive Officer
