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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 AND EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 18, 2000
WORLDPAGES.COM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-13875 76-0549396
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification
Number)
390 S. Woods Mill Road, Suite 260,
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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
Not Applicable
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
WorldPages.com, Inc. (the "Company") has provided certain estimates of its
financial results for its fiscal year ending December 31, 2000 ("fiscal
2000"). The Company estimates that its pro forma revenues for fiscal 2000
will be approximately $120 million, including at least $10 million in
revenues of its Internet Division. The Company currently estimates that its
pro forma* earnings before interest, taxes, depreciation and amortization
(EBITDA) for fiscal 2000 will be approximately $8 million and that it will
incur a pro forma* net loss of approximately $17 million for fiscal 2000.
EBITDA is a measure commonly used in industry and is presented to assist in
an understanding of the Company's operating results and is not intended to
represent cash flow or results of operations in accordance with generally
accepted accounting principles. EBITDA is not necessarily comparable to other
similarly titled measures of other companies. The Company currently has
46,214,336 voting shares of common stock outstanding, excluding 6,956,426
shares issuable upon conversion or exercise of stock options, warrants and
convertible debentures.
Matters discussed in this filing include "forward-looking" information
(within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21e of the Securities Exchange Act of 1934, as amended) that
involve risks and uncertainties, as well as statements that are preceded by,
followed by, or include the words "believe," "expects," "estimates,"
"anticipates," or similar expressions relating to future events or the
future financial results of the Company. Investors are cautioned that such
statements are only predictions and that actual future results may differ
materially from the predicted results, and reported results should not be
considered as an indication of future performance. Factors that could cause
actual results to differ from those contained in the "forward-looking
statements" include, but are not limited to, the following: the Company's
limited operating history and relatively new entry into the Internet
business; the ability to integrate technology, operations and personnel from
recent acquisitions in an effective and timely manner; the ability of the
Company to meet its business plan targets; intense competition in the
Company's businesses; the attainment of anticipated revenues from the
Company's print yellow pages business; the ability to achieve Internet
revenues from existing print customers without reducing the yellow page
revenue anticipated to be received from such customers; the ability to
control costs, including
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* The pro forma estimates give effect to the acquisitions (the
"Acquisitions") of Yptel Corporation, Web YP, Inc., Big Stuff, Inc. and
Interactive Media Services, Inc. (the "Acquired Companies") as if they had
occurred on January 1, 2000. The pro forma estimates do not purport to
represent the Company's results of operations that would have actually
occurred if the Acquisitions had in fact occurred on that date. Since the
Acquired Companies were not under common control or management, historical
combined results of operations may not be comparable to, or indicative of
future performance. The results of operations of the Acquired Companies for
periods prior to the Acquisitions reflect the historical results of
operations of the Acquired Companies and were derived from the respective
Acquired Companies' financial statements.
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costs of content providers and arrangements with web portals; the ability to
retain key personnel and to hire needed personnel; the absence of any
material unanticipated expenses from litigation or other contingencies; and
other risks discussed in documents filed by the Company with the Securities
and Exchange Commission. The Company assumes no obligation to release
publicly any changes to these "forward-looking statements" that may arise
from the development of unanticipated events or circumstances that occur
after the date of this filing, or to otherwise update the "forward looking
statements."
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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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Name: Michael A. Pruss
Title: Vice President and CFO
Date: May 18, 2000
