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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) February 23, 2000
__________WORLDPAGES.COM, INC.____________
(Exact name of registrant as specified in its charter)
Delaware 001-13875 76-0549396
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
390 S. WOODS MILL ROAD, SUITE 260, ST. LOUIS, MISSOURI 63017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 205-8668
ADVANCED COMMUNICATIONS GROUP,INC.
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OF ASSETS
On February 23, 2000, WorldPages.com, Inc. (formerly known as Advanced
Communications Group, Inc.) ("WorldPages") closed the acquisitions of all of
the issued and outstanding capital stock of YPtel Corporation ("YPtel"), Web
YP, Inc. ("Web YP") and Big Stuff, Inc. ("Big Stuff"). The acquisitions were
consummated in connection with the implementation of a change in WorldPages'
business focus, strategy and direction.
Pursuant to the Amended and Restated YPtel Agreement dated as of October
26, 1999, WorldPages acquired YPtel by issuing the YPtel stockholders an
aggregate of 15,000,000 shares of WorldPages common stock, having an agreed
upon value of $5.50 per share. WorldPages acquired YPtel from its
stockholders, which ultimately consisted primarily of Canadian investors,
Barbadian trusts and certain United States investors. YPtel, through a
wholly-owned subsidiary, is one of the ten largest independent publishers of
yellow pages directories in the United States, producing 17 directories in
four states.
Pursuant to the Amended and Restated Web YP Agreement dated as of October
26, 1999, WorldPages acquired Web YP by issuing to the Web YP stockholders,
consisting of Messrs. Richard O'Neal and Richard L. Reid and certain other
United States investors, an aggregate of 3,090,909 shares of WorldPages common
stock, having an agreed upon value of $5.50 per share. Web YP and Big Stuff are
affiliated companies, sharing common ownership, management, marketing and
administrative staffing. Big Stuff designs and produces websites, which are
marketed to Web YP's network of yellow and white pages publishers. The websites
are subsequently hosted by Web YP. Web YP then features the customer in the
WorldPages.com website directory and promotes the websites to many of the major
search engines.
Pursuant to the Amended and Restated Big Stuff Agreement dated as of
October 26, 1999, WorldPages acquired Big Stuff by issuing to the Big Stuff
stockholders, consisting of Messrs. O'Neal and Reid, an aggregate of 1,454,545
shares of WorldPages common stock, having an agreed upon value of $5.50.
In connection with implementing the change in business focus, strategy
and direction, WorldPages issued 2,863,637 shares of WorldPages common stock,
having an agreed upon value of $5.50 per share, in redemption of principal
and interest on indebtedness in the form of 5% subordinated promissory notes
owed by WorldPages to the former stockholders of Great Western Directories,
Inc., a wholly-owned subsidiary of WorldPages, in the principal amount of
$15,000,000. WorldPages also issued 1,090,909 shares of WorldPages common
stock, having an agreed upon value of $5.50 per share, in exchange for the
cancellation of $6.0 million in indebtedness owed by Web YP and Big Stuff to
Messrs. O'Neal and Reid.
Also in connection with implementing the foregoing, WorldPages granted
options and warrants to purchase WorldPages common stock. WorldPages granted
four former directors and one former officer of YPtel warrants to purchase,
in the aggregate, 75,000 shares of WorldPages common stock. These warrants
were granted to replace YPtel employee stock options. WorldPages granted five
YPtel employees options to purchase, in the aggregate, 186,281 shares
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of WorldPages common stock. These options were granted to replace YPtel
employee stock options. WorldPages also granted Messrs. Robert F. Benton and
Rod K. Cutsinger, two current WorldPages non-employee directors, and Mr.
Marvin C. Moses, a former WorldPages non-employee director, warrants to
purchase, in the aggregate, 90,000 shares of WorldPages common stock. These
warrants were granted as compensation for negotiating the YPtel, Web YP and
Big Stuff acquisition agreements.
As a result of the acquisitions and related transactions, Mr. Richard
O'Neal, WorldPages' chairman and chief executive officer and a former
significant stockholder of Web YP and Big Stuff, acquired 4,226,018
additional shares of WorldPages common stock, having a market value of
$15.6875 per share, or an aggregate of $66.3 million, as of the closing date.
Mr. O'Neal's ownership was increased from 4.4% to approximately 11.6%.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
The financial statements required for certain of the acquired
companies for the periods specified in Section 3.05(b) of Regulation S-X,
prepared pursuant to Regulation S-X but without supporting schedules, will be
filed, together with any required accountants' reports, within 60 days after
March 9, 2000.
(b) Pro Forma Financial Information
The pro forma financial information that would be required pursuant
to Article 11 of Regulation S-X will be filed within 60 days after March 9,
2000.
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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.
WORLDPAGES.COM, INC.
By: /S/ MICHAEL A. PRUSS
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Michael A. Pruss
Vice President and
Chief Financial Officer
Date: March 9, 2000
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EXHIBIT INDEX
These Exhibits are numbered in accordance with the Exhibit Table of
Item 601 of Regulation S-K:
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Exhibit No. Description
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1 Omitted - Inapplicable.
2 Exhibits 2(b), 2(c) and 2(d), filed as exhibits to the
Form 8-K dated November 19, 1999 and filed on
December 6, 1999, are incorporated herein by
reference, each in its entirety.
4 Omitted - Inapplicable.
16 Omitted - Inapplicable.
17 Omitted - Inapplicable.
20 Omitted - Inapplicable.
23 Omitted - Inapplicable.
24 Omitted - Inapplicable.
27 Omitted - Inapplicable.
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