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
March 27, 2000
Date of Report
(Date of Earliest Event Reported)
AmeriCom USA, Inc.
(Exact Name as Specified in its Charter)
Delaware 0-023769 52-2068322
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
5900 Hollis Street, Suite R-1
Emeryville, CA 94608
(Address of principal executive offices)
805/542-6700
Registrant's telephone number
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ITEM 5. Other Events
On March 27, 2000, the Company completed the sale of 100,000 shares of its Class
A common stock to an investment fund managed by D-Brain Capital Ltd. of Tokyo,
Japan. The total consideration for the placement, which was subject to
Regulation S of the Securities Act of 1933, was $500,000.
ITEM 7. Exhibits
(a) Press Release dated May 4, 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.
AMERICOM USA, INC.
By: /s/ TOM HOPFENSPERGER
Tom Hopfensperger
Chief Executive Officer
Dated: May 4, 2000
FOR:
AMERICOMUSA, INC.
(Filed for Trading with the NASD)
CONTACT:
GREG McANDREWS & ASSOCIATES AMERICOMUSA, INC.
Gregory A. McAndrews Helen Cooper
(310) 301-3035 (805) 542-6776
FOR IMMEDIATE RELEASE
AMERICOMUSA, INC. RECEIVES INSTITUTIONAL INVESTMENT
EMERYVILLE, Calif., May 4, 2000 - AmeriComUSA, Inc. today announced the
recent institutional purchase of 100,000 shares of class "A" common stock by
D-Brain Capital Ltd.
"We are pleased that this internationally-noted Internet investment fund
- - based in Tokyo, Japan - is recognizing AmeriComUSA, Inc. as a growing force in
the on-line advertising arena," company Chief Executive Officer Tom
Hopfensperger said in announcing the investment.
D-Brain made the purchase at $5 per share under Regulation "S" of the
Securities Act of 1933, as amended.
This purchase is the second institutional investment this year in
AmeriComUSA, Inc. common stock.
(MORE)
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NEWS RELEASE - INSTITUTIONAL INVESTMENT
MAY 4, 2000
PAGE 2
AmeriComUSA, Inc., has a number of software patents pending and is
engaged in the advertising and marketing of goods and services via the Internet,
electronic billboards and other remote stations.
Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the
Private Securities Litigation Reform Act of 1995: All statements, other than
historical facts, included in the foregoing press release regarding the
Company's financial position, business strategy, and plans of management for
future operations are "forward looking statements." These statements are based
on management's beliefs and assumptions, and on information currently available
to management. Forward looking statements include, but are not limited to,
statements in which words such as "expect," "see," "anticipate," "intend,"
"plan," "believe," "estimate," "consider," or similar expressions are used.
Forward looking statements are not guarantees of future performance. They
involve risks, uncertainties, and assumptions, including the risks discussed
under "FACTORS AFFECTING FUTURE OPERATING RESULTS" in the Company's Annual
Report on SEC Form 10KSB for its fiscal year ended June 30, 1999, on file with
the SEC all of which are incorporated herein by reference. The Company's actual
results and stockholder values may differ materially from those anticipated or
expressed in these forward looking statements. Many of the factors that will
determine these results and values are beyond the Company's ability to control
or predict. Readers of this press release are cautioned not to put undue
reliance on any forward looking statement. The Company undertakes no
obligation to publicly update these forward looking statements, whether as
a result of new information, future events or otherwise.
(AM - 14 - 05/ __/00)
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