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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) MARCH 31, 2000
BIZNESSONLINE.COM, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-25957 06-1519132
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1720 ROUTE 34, P.O. BOX 1347, WALL, NEW JERSEY 07719
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (732) 280-6408
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On March 31, 2000 BiznessOnline.com, Inc. (the "Company"), through its
wholly-owned subsidiary, BOL Acquisition Co. III, Inc. ("BOL III"), completed
the acquisition of substantially all of the assets of Telecon Communications
Corp. ("Telecon"), a competitive local exchange carrier based in Johnstown, New
York, pursuant to an Asset Purchase Agreement, dated as of December 5, 1999, by
and among the Company, BOL III, Telecon, and the stockholders of Telecon. On
March 31, 2000, the Company through its wholly-owned subsidiary, BOL Acquisition
Co. II, Inc. ("BOL II"), also completed the acquisition of Telesupport, Inc.,
("Telesupport") an Internet service provider and an affiliate of Telecon,
pursuant to an Agreement and Plan of Merger, dated as of December 5, 1999, by
and among, the Company, BOL II, Telesupport, Inc. and the Stockholders of
Telesupport, Inc. The purchase price paid to Telecon was approximately $15
million in cash. The merger consideration delivered to the former shareholders
of Telesupport was approximately $3 million in shares of the Company's common
stock, $0.01 par value per share (358,335 shares). The Company negotiated the
purchase price for Telecon and Telesupport at arm's length based on a number of
factors, including 1998 and anticipated 1999 revenues, cash flows, historical
operating results, growth rates, customers, management and business prospects.
Pursuant to their employment agreements with the Company, David Conboy, a
director, and his wife Lorin Beller, will be entitled to an aggregate bonus of
2% of the total purchase price for the Telecon and Telesupport acquisitions,
payable at the Company's discretion in cash, stock, stock options or other
awards from the Company's stock incentive plans.
The Company financed the majority of the cash purchase price for the
Telecon acquisition through its $15 million senior secured credit facility with
MCG Finance Corporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The Company will provide the financial statements required by paragraph
(a) of Item 7 of Form 8-K, if any such information is required, by amendment to
this initial report on Form 8-K within 60 days of the date that this initial
report on Form 8-K must be filed with the Commission.
(b) Pro forma Financial Information.
The Company will provide the pro forma financial information required
by paragraph (b) of Item 7 of Form 8-K, if any such information is required, by
amendment to this initial report on Form 8-K within 60 days of the date that
this initial report on Form 8-K must be filed with the Commission.
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(c) Exhibits.
2.1 Agreement and Plan of Merger, by and among the Company, BOL
Acquisition Co. II, Inc., Telesupport, Inc., and the Stockholders of
Telesupport, dated as of December 5, 1999 (Filed as Exhibit 10.25 to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, as
filed on March 31, 2000, and incorporated herein by reference).
2.2 Asset Purchase Agreement, by and among the Company, BOL Acquisition
Co. III, Inc., Telecon Communications Corp. and the stockholders of Telecon
Communications Corp., dated as of December 5, 1999 (Filed as Exhibit 10.26 to
the Registrant's Annual Report on Form 10-K for the year ended December 31,
1999, as filed on March 31, 2000, and incorporated herein by reference).
20.1 Press release issued by the Company on April 3, 2000.
SIGNATURE
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.
BiznessOnline.com, Inc.
Dated: April 14, 2000 By: /s/ Mark E. Munro
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Mark E. Munro
Chief Executive Officer and
President
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BiznessOnline.com Acquires Telecon Communications; Company to Begin Offering
Bundled Internet and CLEC Services
WALL, N.J. and JOHNSTOWN, N.Y.--(BUSINESS WIRE)--April 3,
2000--BiznessOnline.com (NASDAQ NMS:BIZZ), announced today that it has
acquired Telecon Communications Corporation, a New York State Competitive
Local Exchange Carrier (CLEC), and its Internet Service Provider affiliate
Telesupport, Inc., both based in Johnstown, NY. BiznessOnline.com previously
announced in December 1999 that it had entered into definitive agreements to
acquire Telecon and Telesupport subject to New York State Public Service
Commission approvals, which the Company received earlier this month.
BiznessOnline.com will now offer bundled Internet, local and long distance
telephone services throughout the Northeast.
Telecon generated approximately $10.5 million in revenue and $1.7 million in
EBITDA in 1999, and its acquisition will increase BiznessOnline.com's
Company-wide annualized revenue to approximately $27 million. Telecon
provides its 11,000 accounts in New York State's Mohawk Valley region with
high-speed Internet access services including Frame Relay, T-1 and other
broadband access products, local dial tone, long distance, wireless, and
paging services, all on a single bill. Approximately 60% of Telecon's revenue
is generated by customers purchasing multiple services.
Mark E. Munro, CEO of BiznessOnline.com, commented, "With our acquisition of
Telecon we have become a total communications solution provider for
businesses and individuals. By offering comprehensive services and the
advantages of bundling, we believe that a growing number of customers will
take advantage of the reliability and convenience of purchasing multiple
solutions from us."
Telecon's President, Joseph Sullivan remarked, "The fit between
BiznessOnline.com and Telecon is outstanding and we're eager to sell our
Telecon products through the Company's markets. We're taking advantage of a
tremendous growth opportunity for both companies by incorporating our
services with BiznessOnline.com's network infrastructure, sales force and
marketing initiatives. We look forward to the progress that lies ahead."
BiznessOnline.com is one of the Northeast's leading enhanced IP services
companies, and is a premier regional provider of e-commerce, co-location, Web
design and hosting services, and high-speed Internet access for commercial
and residential markets. BiznessOnline.com addresses the growing Web and
Internet needs of small and mid-sized businesses by offering enhanced IP
application, development and support services. In addition, the Company
provides secure broadband Internet connections via BiznessOnline.com's
fault-tolerant, fiber-optic backbone network, which is supported by 24x7
customer care and network monitoring. BiznessOnline.com's Corporate offices
are located in Wall, N.J., and the Company can be found on the World Wide Web
at www.biznessonline.com (http://www.biznessonline.com).
"Safe Harbor" Statement under the Private Securities Litigation Reform Act
of 1995:
Certain of these statements contained in this release which are not
historical facts are forward-looking statements that are subject to risks and
uncertainties that could cause actual results to differ materially from those
set forth in the forward-looking statements, including risks inherent to the
Company's growth strategy, the ability to complete and integrate
acquisitions, market demand for the Company's services and other factors
affecting the Company's prospects as described in the Company's prospectus in
its Form SB-2 registration statement. By making these forward-looking
statements, the Company undertakes no obligation to update these statements
for revisions or changes after the date of this release.
CONTACT: BiznessOnline.com
Jason Butka, 518/724-5043
or
L.G. Zangani
Leonardo Zangani, 908/788-9660
