CAPROCK COMMUNICATIONS CORP
8-K, 2000-04-20
COMMUNICATIONS SERVICES, NEC
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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):
                                 April 14, 2000



                          CAPROCK COMMUNICATIONS CORP.
                          ----------------------------
               (Exact name of registrant as specified in its charter)

          Texas                     0-24581                   75-2765572
   -------------------         -----------------           -----------------
    (State or other               (Commission               (I.R.S. Employer
    jurisdiction of               File Number)             Identification No.)
    incorporation)


                         15601 DALLAS PARKWAY, SUITE 700
                                DALLAS, TEXAS  75248
                         -------------------------------
            (Address of principal executive offices, including zip code)


         Registrant's telephone number, including area code (972) 982-9500
                                                            --------------

                                      N/A
                                 --------------
            (Former name or former address, if changed since last report)


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ITEM 5.   OTHER EVENTS

          See Exhibit 20.1 to this Form 8-K

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
          INFORMATION AND EXHIBITS

          (c)  Exhibit.

               20.1  Press Release, dated April 14, 2000.

                                      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 thereunto duly authorized.


                                   CAPROCK COMMUNICATIONS CORP.


April 19, 2000                     By:    /s/ LEO J. CYR
                                      ---------------------------
                                          Leo J. Cyr
                                          President and
                                          Chief Operating Officer


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                                   EXHIBIT INDEX

<TABLE>
<CAPTION>

Exhibit No.                      Description
- -----------                      -----------

<S>                       <C>
20.1                      Press Release, dated April 14, 2000.
</TABLE>

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                                                                    EXHIBIT 20.1

FRIDAY APRIL 14, 6:00 AM EASTERN TIME

COMPANY PRESS RELEASE

CAPROCK COMMUNICATIONS ANNOUNCES
EQUITY OFFERINGS

DALLAS-(BUSINESS WIRE)--April 14, 2000--CapRock Communications Corp. (Nasdaq:
CPRK-news), a facilities-based integrated communications provider (ICP)
operating in the southwestern United States, announced today the public offering
of 5 million shares of the Company's common stock. The public offering is being
made under an effective shelf registration statement.

CapRock Communications also announced that it will concurrently offer $125
million in convertible preferred stock under the effective shelf registration
statement. The preferred shares will be convertible into shares of CapRock
common stock and will accrue dividends at a rate to be determined.

CapRock Communications intends to use the proceeds of these offerings to fund
the completion of the Company's communications networks, as well as for working
capital and general corporate purposes.

Each of the offerings is being managed by a group of underwriters led by Salomon
Smith Barney and Bear, Stearns & Co. Inc. A prospectus and a prospectus
supplement meeting the requirements of Section 10 of the Securities Act of 1933,
as amended, may be obtained from Salomon Smith Barney Inc., 390 Greenwich
Street, New York, NY 10013 or Bear, Stearns & Co. Inc., 245 Park Avenue, New
York, NY 10167.

This communication shall not constitute an offer to sell or the solicitation of
an offer to buy these securities, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state.

About CapRock

CapRock is a southwestern U.S. facilities-based integrated communications
provider (ICP) offering local, long-distance, Internet, data and private line
services to business customers. The company also provides switched and dedicated
access, regional and international long-distance, private lines, dark fiber and
bandwidth to carrier customers. The company is building a 7,000-mile fiber
network, as well as voice and data networks, throughout Texas, Louisiana,
Arkansas, Oklahoma, New Mexico and
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Arizona. For more information, visit CapRock's web site at
http://www.caprock.com.

Statements contained in this news release regarding expected financial results
and other planned events are forward-looking statements, subject to
uncertainties and risks. Among many factors that could cause actual results to
differ materially from those expected include, but are not limited to, the
following: the substantial indebtedness of the Company including the interest
charges associated therewith and the financial covenants imposed upon the
Company by such indebtedness; the Company's ability to successfully, timely and
cost-effectively fund and complete its planned growth, including its fiber
network; and, competition in the various segments of the communications industry
in which the Company seeks to participate. For an expanded discussion on these
and additional risks associated with CapRock's business, please see the
documents filed by CapRock Communications Corp. with the U.S. Securities and
Exchange Commission.

Contact:

     CapRock
     Andrew Roberts, 972/982-9550
     [email protected]
     or
     M/C/C
     Kendra Rasmussen, 972/480-8383
     [email protected]




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