U.S. 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): January 20, 2000
(January 5, 2000)
Commission file number 0-26013
MULTI-LINK TELECOMMUNICATIONS, INC.
----------------------------------
(Exact name of small business issuer
as specified in its charter)
Colorado 84-1334687
------------------------------ -------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
4704 Harlan Street, Suite 420, Denver, CO 80212
-----------------------------------------------
(Address of principal executive offices)
(303) 831-1977
-------------------------
(Issuer's telephone number)
Not Applicable
---------------------------------------------------
(Former name, former address, and former fiscal year,
if changed since last report)
<PAGE>
ITEM 5. OTHER EVENTS
On January 5, 2000, One Touch Communications, Inc. (the "Company"), a
Colorado corporation and newly-formed wholly-owned subsidiary of Multi-Link
Telecommunications, Inc. ("Multi-Link"), completed the acquisition of
substantially all of the assets of One Touch Communications, Inc. ("One Touch"),
a Raleigh, North Carolina based provider of voice messaging services. The assets
acquired include tangible personal property (such as machinery, equipment, and
furniture), accounts receivable and customer contracts. The purchased personal
property was used by One Touch to provide telecommunications services, and the
Company plans to use the personal property for the same purpose.
The purchase price consisted of $1,104,867.83 in cash and 246,718 shares of
restricted common stock of Multi-Link. Of such shares, 123,359 are restricted
until December 31, 2000, 61,680 are restricted until June 30, 2001, and 61,679
are restricted until December 31, 2001.
The funds used in the acquisition were obtained in Multi-Link's initial
public offering, completed in May 1999.
The purchase price and terms were negotiated on an arms length basis with
One Touch. No principal of One Touch had a relationship with Multi-Link or the
Company prior to the transaction.
It is impracticable to provide any financial statements with this filing
that may be required to be filed pursuant to Item 7 of Form 8-K. Any financial
statements required to be filed pursuant to Item 7 of Form 8-K will be filed by
amendment within 60 days of the due date of this filing.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits.
10.19 Agreement for Sale and Purchase of Assets dated December 22,
1999 by and among One Touch Communications, Inc., Eric C.
Beguelin, David G. Webster, Multi-Link Telecommunications,
Inc., and One Touch Communications, Inc., a Colorado
corporation and wholly owned subsidiary of Multi-Link
(without exhibits).*
98.1 Press Release.
*Incorporated by reference from Exhibit 10.19 contained in the Company's Annual
Report on Form 10-KSB filed December 28, 1999.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MULTI-LINK TELECOMMUNICATIONS, INC.
Date: January 20, 2000 By: /s/ David J. Cutler
----------------------------------------
David J. Cutler, Chief Financial Officer
3
Exhibit 99.1
Press Release
Multi-Link Telecommunications, Inc., a rapidly expanding provider of
integrated voice messaging services, today announced that it had completed the
purchase of One Touch Communications, Inc. One Touch, a privately held company,
is an established provider of advanced voice messaging services to businesses in
Raleigh, North Carolina. The combination provides for expansion on the eastern
part of the US and is Multi-Link's first venture into the BellSouth operating
territory.
One Touch has been a provider of business messaging services since 1996,
and has grown its commercial voice messaging subscriber base very profitably.
Currently, it posts over 4,500 subscribers in the Raleigh-Durham area. Like
Multi-Link, One Touch offers its services on the powerful Glenayre MVP platform,
which will allow for the addition of many advanced, integrated messaging
services in the future.
Multi-Link acquired all of One Touch's assets for $1.1 million in cash and
246,718 restricted common shares. David Webster and Eric Beguelin, the
shareholders of One Touch, have agreed to hold 123,359 shares of the restricted
common stock until 12/31/2000, 61,680 until 6/30/2001 and the remaining 61,679
until 12/31/2001.
The business combination will be managed to increase market penetration and
to prepare for the introduction of Unified Messaging in 2000. Unified messaging
allows subscribers to manage voice fax and e-mail messages in one central
location, and to retrieve messages through whatever device is most convenient,
regardless of the original form of the message. In addition to growth in the
business messaging services market, in mid 2000 One Touch will begin providing
residential messaging services sold through Multi-Link's national call center in
Indianapolis IN.
"One Touch has done an excellent job of developing the most advanced
features of the Glenayre MVP," stated Shawn Stickle, President and Chief
Operating Officer of Multi-Link Telecommunications, Inc. "We thought our 81%
gross profit margins were exceptional, however, One Touch is the most efficient
local business model we have in the Multi-Link group. They generate more revenue
per MVP port than our other operating units, they have a lower cost per sale, a
lower customer attrition rate, and a lower bad debt charge than any of our
present business units. We except overall group performance to be enhanced as a
result of implementing their 'best practices' across the other group companies."
"We are delighted to be combining with Multi-Link," said David Webster,
Chief Executive Officer of One Touch. "The combination of our business model and
Multi-Link's capital and transactional expertise is exciting. We look forward to
participating in the Company's rapid growth over the next two years."
The acquisition of One Touch is the fourth acquisition completed by
Multi-Link since it completed its initial public offering in May 1999. Other
acquisitions include Bolder voice, Hellyer Communications and Cashtel.
Multi-Link now offers messaging service in Denver, Chicago, Detroit,
Indianapolis and Raleigh-Durham, North Carolina.
Multi-Link was recently added to the dbusiness.com list of "hot growth
companies to watch."
<PAGE>
About Multi-Link Telecommunications, Inc.
Denver-based, Multi-Link Telecommunications, Inc. is a provider of unified
voice and data messaging services. Multi-Link's services link together local
lines, mobile telephones, pagers and home phones to allow subscribers to have
only one mailbox for all voice and fax messages. In addition, Multi-Link's
"Constant touch" service calls all the subscriber's numbers simultaneously to
locate the subscriber when a call is urgent. Founded in 1996, Multi-Link is in
the process of consolidating the fragmented voice messaging services industry in
the United States. Multi-Link has completed four acquisitions since its IPO in
May 1999.
Safe Harbor Provisions
Information and statements in this report, other than historical
information, should be considered forward looking and reflect management's
current views of future events and financial performance that involve a number
of risks and uncertainties. Factors that could cause actual results to differ
materially include, but are not limited to: the availability of future
acquisitions, the effects of regional economic and market conditions, increases
in marketing and sales costs, intensity of competition, cost of technology, the
availability of financing, and the Company's ability to manage its growth.
