SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 6, 2000
Ursus Telecom Corporation
(Exact name of registrant as specified in its charter)
Florida 333-46197 65-0398306
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation or Organization File Number) Identification No.)
440 Sawgrass Corporate Parkway, Suite 112, Sunrise, Florida 33325
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (954-846-7887)
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ITEM 5. ACQUISITION OR DISPOSITION OF ASSETS
On June 13, 2000, pursuant to a Stock Purchase Agreement and Merger
Agreement (collectively, the "Agreements") dated as of June 1, 2000, Ursus
Telecom Corporation (the "Company"), through a subsidiary, acquired Latin
American Enterprises ("LAE") and purchased all the issued and outstanding
common stock of various affiliated companies. Pursuant to the Agreements, the
shareholders of Latin American Enterprises and the affiliated Company's
received aggregate consideration of 450,000 shares of the Company's common
stock together with $65,000 and warrants to purchase an additional 200,000
shares of the Company's common stock at a price of $15.50 per share. Based
upon the closing price of the Company's common stock on June 1, 2000
and the fair market value of the other consideration given, the aggregate
consideration is valued at approximately $4.0 million. The terms of the
Agreements, including the purchase price, were negotiated by the parties on an
arms length basis.
The acquisition has an effective date of June 1, 2000. As a result,
financial results of the acquired business will be included in the Company's
results commencing June 1, 2000. The Company will account for the acquisition
using the purchase method of accounting.
LAE is provider of international long distance telecommunication services,
primarily through the sale of prepaid calling cards in airports and other
highly visible locations in the United States, Latin America and Spain. The
prepaid calling cards are distributed through manned kiosks and vending
machines. LAE supports the marketing efforts through branch offices and
affiliated companies located in 13 countries. LAE operates a switching
facility in Miami, Florida.
ITEM 7. FINANCIAL STATEMENTS; PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
2.1 Stock Purchase Agreement dated as of June 1, 2000 by and
among Ursus Telecom Corporation, Juan Jose Pino
and those other certain stockholders named therein
(incorporated by reference to Exhibit 2.1 to Form 8-K filed
with the Securities and Exchange Commission on June 21,
2000).
2.2 Merger Agreement dated as of June 1, 2000 by and among
Ursus Telecom Corporation, LAE Acquisition Corporation,
Latin American Enterprises, Inc., Juan Jose Pino and Carlos
Sebastian Sila (incorporated by reference to Exhibit 2.2 to
Form 8-K filed with the Securities and Exchange Commission
on June 21, 2000).
99.1 Press release dated June 7, 2000 (incorporated by reference
to Exhibit 99.1 to Form 8-K filed with the Securities and
Exchange Commission on June 21, 2000).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
URSUS TELECOM CORPORATION
By: /s/ Johannes S. Seefried
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Johannes S. Seefried
Chief Financial Officer
and authorized officer of registrant
Dated: August 14, 2000
