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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 8, 2000
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9278 COMMUNICATIONS, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 333-37654 98-0207906
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1942 Williamsbridge Road, Bronx, New York 10461
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (718) 887-9278
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Not Applicable
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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 December 8, 2000, the Registrant entered into an Agreement and Plan
of Merger, by and among Reliable Networks, Inc., a New York corporation
("Reliable"), Nasir Ghesani (the "Shareholder"), the Registrant and Reliable
Acquisition Corp., a New York corporation and wholly-owned subsidiary of the
Registrant (the "Surviving Corporation"), pursuant to which Reliable was merged
with and into the Surviving Corporation (the "Merger"), thereby becoming a
wholly-owned subsidiary of the Registrant. As a result of the Merger, the
Shareholder was issued: (i) a cash payment in the amount of one million
($1,000,000) dollars (the "Cash Payment"), (ii) one million (1,000,000) shares
of common stock of the Registrant (the "Shares"), and (iii) three (3) promissory
notes, in the aggregate amount of one million ($1,000,000) dollars (the
"Notes"). The Cash Payment was paid by the Registrant to the Shareholder from
its working capital. The number of Shares and amount of the Notes issued to the
Shareholder as a result of the Merger are subject to adjustment under certain
circumstances.
In connection with the Merger, the Shareholder entered into an
Employment Agreement with the Registrant and the Surviving Corporation, to serve
as the President of the Surviving Corporation through December 31, 2002.
The Merger became effective upon filing of a Certificate of Merger, on
December 12, 2000. As a result of the Merger, the aggregate number of issued and
outstanding shares of the Registrant increased to 22,186,209 shares.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
(a) Financial Statements of Business to be Acquired
(b) Pro Forma Financial Information
The financial statements required by Items 7(a) and (b) shall be filed
by the Registrant not later than sixty (60) days after the date that
this Current Report on Form 8-K was required to be filed.
(c) Exhibits
2.1 Agreement and Plan of Merger by and among Reliable, the
Shareholder, the Surviving Corporation and the Registrant,
dated December 8, 2000*
4.1 Promissory Note, in the amount of $400,000, made by the
Registrant to the Shareholder, dated December 8, 2000*
4.2 Promissory Note, in the amount of $100,000, made by the
Registrant to the Shareholder, dated December 8, 2000*
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4.3 Promissory Note, in the amount of $500,000, made by the
Registrant to the Shareholder, dated December 8, 2000*
10.1 Employment Agreement by and among the Registrant, the
Surviving Corporation and the Shareholder, dated December 8,
2000*
10.2 Lock-up Agreement between the Registrant and the Shareholder,
dated December 8, 2000*
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* Filed herewith
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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.
Date: 9278 COMMUNICATIONS, INC.
December 12, 2000 ------------------------------------------
------------------------- (Registrant)
By: /s/ Sajid Kapadia
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Sajid Kapadia,
Chairman and Chief Executive Officer
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