<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 11, 1999
PRIME COMPANIES, INC.
Exact name of registrant as specified in its charter
Delaware 0-22919 52-2031531
(State or other jurisdiction (Commission File Number) (IRS Employer
Of incorporation) Identification No.)
155 Montgomery Street, Suite 406, San Francisco, California 94104
(Address of principal executive offices) (Zip Code)
(415) 398-4242
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
<PAGE>
Item 1. Changes in Control of Registrant.
A change in control of the corporation has occurred by virtue of a private
placement of 18,000,000 shares of common stock of Prime Companies, Inc. for
the purchase of one hundred percent of the issued and outstanding shares of
Worldnet Tel.com Inc., a Delaware corporation. The persons from whom the
Worldnet Tel.com Inc. shares were acquired were: Norbert J. Lima, Stephen
Goodman, Dean Lucas, Ronald Gallagher, and Adrian Lima.
Norbert J. Lima has been Chief Technical Officer and Director for Worldnet
Tel.com Inc. since its inception in 1999. Mr. Lima has over thirty years of
telecommunications experience, and will be responsible for implementing the
Company's operational systems across multiple markets. Mr. Lima founded and
operated NACC-Tel, a California interconnect company, from 1984-1994, where
he served as Sales Manager, Technical Services Engineer, and Installation
Manager. NACC-Tel merged with Pagers Plus Cellular in 1994, where Mr. Lima
served as Vice President of Engineering, responsible for RF engineering and
construction of 220MHz systems throughout the U.S.A. Under Mr. Lima's
direction, Pagers Plus Cellular successfully constructed 150 five-channel
220MHz systems throughout various states. In early 1998, Mr. Lima
re-purchased NACC-Tel, along with certain assets of Pager Plus Cellular,
which was subsequently acquired by the Company in 1999, and will remain in
operation as a wholly owned subsidiary. Mr. Lima worked in various positions
for Pacific Telephone for nineteen years, most recently as Engineering
Manager from 1981-1983. From 1979-1981, Mr. Lima was District Manager of
Construction, where he was responsible for five construction divisions with
275 subordinates and an operating budget of approximately US$16,000,000 per
annum. Mr. Lima's career took him through multiple levels of the large
telecom company, as he also spent eight years as Outside Plant Engineer,
where he had responsibilities for planning and designing pole lines, conduit
structures, and underground/building cables. Mr. Lima's success enabled his
promotion to Engineering Manager, where he became a supervisor for several
Outside Plant Engineers, and then Staff Manager from 1978-1979, where he was
responsible for conducting Outside Plant Engineering Reviews throughout the
states of California and Nevada. Mr. Lima received his BS in Industrial
Technology-Electronics and his BA in Public Administration from Fresno State
University in 1970.
Stephen Goodman has been Chief Financial Officer, Treasurer, and Director for
Worldnet Tel.com Inc. since its inception in 1999. Mr. Goodman has worked in
the telecommunications industry for over eight years, serving as President
for both Secure Cellular, Inc. and Pagers Plus Cellular, of San Francisco,
California from 1992-1999. Mr. Goodman has been responsible for the strategic
direction of the companies, and led the company to be named the 25th
fastest-growing company in the San Francisco Bay area in 1996. Mr. Goodman
developed, structured, and negotiated the majority of the business for the
company, which provides prepaid cellular telephone services, prepaid wireless
services and telephone systems to both consumer and corporate customers
throughout California. Mr. Goodman is skilled in banking and finance, having
accumulated over thirty years working for various organizations. Mr. Goodman
was President of Contra Costa Financial Services, Inc. from 1989-1992, where
he owned and managed the commercial and residential mortgage/banking firm.
Mr. Goodman was involved with the FCC while at Contra, applying to
participate in the lottery for a new spectrum of Specialized Mobile Radio
licenses. From 1985-1989, Mr. Goodman worked for various savings and loan
companies, and from 1977-1985 he served as President of Bay Capital
Corporation & House of Money. Mr. Goodman worked in sales on Wall Street from
1969-1970, and served as a stockbroker for Loeb, Rhoades & Company from
1965-1966. Mr. Goodman served as Lieutenant Junior Grade in the US Coast
Guard from 1966-1969. Mr. Goodman received his JD from William Howard Taft
University in 1995, passing the California Baby Bar in 1992. Mr. Goodman
received his BS in Economics from the University of Pennsylvania, Wharton
School, in 1965, and received his MBA in Finance from New York University in
1969.
Dean Lucas has been Chief Operating Officer and Director for Worldnet Tel.com
Inc. since its inception in 1999. Mr. Lucas has accumulated over sixteen
years of sales, finance, and management-related experience for several
companies. Mr. Lucas worked for Wireless Technology Group, of Coral Springs,
Florida from 1991-1998, where he served as an officer and member of the Board
of Directors. Mr. Lucas led the firm from a start-up into one of the largest
wireless communications companies in Florida, promoting 220MHz
2
<PAGE>
specialized mobile radio systems across the U.S.A. Mr. Lucas was instrumental
in assisting the company in raising at least US$2,500,000 per year via equity
placements. Mr. Lucas is skilled in building and growing strong client
networks through advanced marketing strategies and aggressive sales
techniques, honed through nine years as a stockbroker and deal maker. Mr.
Lucas negotiated deals as an international coin trader for
Trans-International Rare Coin, of Miami, from 1988-1991. Prior to this
position, Mr. Lucas worked as a stockbroker for First Boston Commodity
Corporation, of Miami, from 1983 until 1988. Through this position, Mr. Lucas
was able to develop and maintain a strong list of clients, including
potential investors and business partners, which will benefit the Company as
it strives to raise capital and expand its customer base throughout 1999. Mr.
Lucas enjoys working with people and provides a sponsorship to the Honda
Classic/Doral Ryder Open Golf Tournament in Florida. Mr. Lucas began his
career as a professional athlete, playing defense for the Hershey Bears of
the American Hockey League from 1983-1985. Mr. Lucas received his BS in
Business Administration from Penn State University in 1983.
Ronald Gallagher has been President, CEO, and Director for Worldnet Tel.com
Inc. since its inception in 1999. Mr. Gallagher's experience lies in building
several companies from the ground up, as well as managing their growth and
success. A true entrepreneur, Mr. Gallagher has recently served on the Board
of Directors of S.E.E.Inc., a microspectrometer manufacturing company and
semiconductor equipment supplier's technical marketing and sales
representative with offices in California, Massachusetts, and Connecticut.
Mr. Gallagher was the managing partner for Twin Cities SMR Partnership, a
220MHz telecommunications company located in Minneapolis. Mr. Gallagher was
successful in the strategic planning that catapulted Twin Cities to be
acquired by First Florida Communications. Mr. Gallagher provides a rare
combination of strong communication abilities, developed through fifteen
years of marketing, selling and providing engineering support to industry
giants such as IBM, Lucent, Harris, GE, Motorola, Eastman Kodak and many
others, with the keen technical skills required for the fast paced, high-tech
telecommunications industry. Mr. Gallagher previously managed a business
service division for Telecomm Systems, Inc., the largest telecommunication
and wireless provider in Oregon, from 1977-1981, where he was responsible for
the identification and development of breakthrough new products and markets.
Mr. Gallagher also worked for NASA from 1983 through 1984. Mr. Gallagher
received his AS in electronics engineering from Foothill College in 1984, and
received his BA in psychology/sociology from Central Connecticut State
University in 1977.
Adrian Lima has been Vice President of Engineering for Worldnet Tel.com Inc.
since its inception in 1999. Mr. Lima has accumulated over ten years of
technical skills and experience while working for NACC-Tel, installing
hundreds of telecommunications systems manufactured by several different
companies. Mr. Lima is adept at each aspect of interconnect installation,
including wire running, termination, hardware programming, troubleshooting
and training. Upon NACC-Tel's merger with Pagers Plus Cellular in 1994, Mr.
Lima obtained experience in wireless technologies, enabling him to spearhead
the installation of some 750 channels of two-way 220MHz radio systems. Mr.
Lima's technical experience will be instrumental in implementing the
Company's expansion plans throughout 1999 and 2000.
The shares of Worldnet Tel.com Inc. had been acquired with the personal funds
of the sellers. As a result of the transaction, the new control group now
beneficially owns directly or indirectly 72 percent of the voting securities
of the Company. The directors Prime Companies, Inc. individually resigned
from office and were replaced by the newly appointed directors.
By virtue of the resignation of former directors and the appointment
of a new board, there has been a change of control of the corporation.
3
<PAGE>
Item 2. Acquisition or Disposition of Assets.
The registrant has acquired a significant amount of assets,
otherwise than in the ordinary course of business.
(a) On July 27, 1999 the Company acquired all of the issued and
outstanding stock of Worldnet Tel.com Inc. a Delaware Corporation in exchange
for 18,000,000 of the authorized but unissued stock of Prime Companies, Inc.
(b) Among the assets acquired were office furniture and equipment
and supplies of pager and other telephonic equipment. These assets were, and
are, employed in the radio telephone business of one of the subsidiaries of
Worldnet Tel.com Inc. Registrant plans to continue to use the equipment in
its present business.
Item 6. Resignation of Registrant's Directors.
There are no director disagreements. The former directors have resigned
to facilitate the change of control of the Company.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of businesses acquired.
Financial statements for the period since incorporation of Worldnet
Tel.com Inc. will be supplied.
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.
Prime Companies, Inc.
-------------------------
(Registrant)
Dated: August 11, 1999 /s/ Irving Pfeffer
-------------------------
Irving Pfeffer, Chairman
Print name and title of the signing officer under his signature.
4
