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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) September 1, 2000
PentaStar Communications, Inc.
(Exact Name of registrant as specified in its charter)
Delaware 0-27709 84-1502003
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1660 Wynkoop Street, Suite 1010 Denver, CO 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 825-4400
1522 Blake Street Denver, CO 80202
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
On September 1, 2000, PentaStar Communications, Inc. (the "Company")
closed a private placement of common stock for $3.3 million cash. The Company
sold 156,313 shares of restricted common stock at a price of approximately
$21.11 per share to three selected institutional investors and a private
investor. The investors participating in the private placement may demand
registration of the securities in a written request after December 30, 2000.
Thereafter, the Company has 60 days to file a registration statement with the
Securities and Exchange Commission and use its best efforts to cause the
registration statement to become effective. The investors have two "demand"
registration rights and also have "piggyback" registration rights on other
registration statements filed by the Company. Attached to this Current Report on
Form 8-K as Exhibit 99 is a copy of the Company's related press release dated
September 1, 2000. The Common Stock Purchase Agreement, including the
Registration Rights Agreement will be filed as an exhibit to the Company's Form
10-QSB to be filed for the quarter ending September 30, 2000.
Item 7. Financial Statements and Exhibits
Exhibit 99 Press release of the Company dated September 1, 2000.
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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.
Date: 9/18/00 PENTASTAR COMMUNICATIONS, INC.
By: /s/ David L. Dunham
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David L. Dunham
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
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99 Press release of the Company dated September 1, 2000.
