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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 17, 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.)
1522 Blake Street, Denver CO 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 825-4400
None
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
On March 17, 2000, PentaStar Communications completed the acquisition of ParTel
Communications, Inc. ("ParTel"). Attached to this Current Report on Form 8-K as
Exhibit 99 is a copy of the Company's related press release dated March 20,
2000.
Item 7. Financial Statements and Exhibits
Exhibit 99 Press release of the Company dated March 20, 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: March 23, 2000 PENTASTAR COMMUNICATIONS, INC.
By: /s/ David L. Dunham
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David L. Dunham
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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99 Press Release of the Comapny dated March 20, 2000.
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EXHIBIT 99
[PENTASTAR COMMUNICATIONS, INC. LOGO]
PENTASTAR COMMUNICATIONS, INC. ACQUIRES
PARTEL COMMUNICATIONS, INC.
* * *
ACQUISITION WILL ESTABLISH
PENTASTAR AS US WEST'S LARGEST AGENT
Denver, Colorado (March 20, 2000) - PentaStar Communications, Inc. (NASDAQ:
PNTA), one of the largest communications services agents in the country,
announced today that it has completed the acquisition of ParTel Communications,
Inc. ("ParTel").
ParTel is one of US West's fastest growing agents with annualized run rate
revenue in excess of $2 million. The acquisition of ParTel establishes PentaStar
as US West's largest agent across its 14 state territory.
Under the terms of the merger agreement, the consideration for this transaction
was approximately $1 million in cash and PentaStar common stock. In addition,
there is a potential earnout payment based upon the earnings of ParTel for the
year ending December 31, 2000.
ParTel, founded in 1982, is a full-service communications agent based in
Phoenix, AZ primarily servicing customers in the Phoenix and Tucson Metro areas.
Partel is a strategic partner of US West and sells primarily high-end,
data-oriented products. ParTel is staffed with technicians and customer service
representatives that provide service thoughout Arizona 24 hours a day, 7 days a
week.
To help accelerate growth and revenue performance of the operations acquired,
PentaStar intends to further develop opportunities in the Phoenix and Tucson
markets by adding incremental services and capabilities to existing product
offerings. By leveraging PentaStar's established relationships with
communication services providers, ParTel will be able to offer customers a wider
array of products.
"The acquisition of ParTel gives us a presence in the majority of US West's
major markets including the Pacific Northwest and Rocky Mountain regions.
Likewise, this acquisition provides an entry into the fast-growing and rapidly
expanding business community of the Phoenix/Tucson markets," said Bob Lazzeri,
Chief Executive Officer of PentaStar.
At the time the acquisition of ParTel is consummated, PentaStar will loan
$500,000 to a corporation controlled by the former shareholders of ParTel. The
loan will be due not later than December 31, 2000, and will be personally
guaranteed by the former shareholders.
ABOUT PENTASTAR COMMUNICATIONS, INC.
PentaStar designs, procures and facilitates the installation and use of
communications services solutions that best meet customers' specific
requirements and budgets. PentaStar was formed in
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March 1999 to become a communications services agent. Concurrently with its IPO
on October 26, 1999, PentaStar acquired ICM Communications Integration, Inc., a
Seattle, Washington based communications services agent, and DMA Ventures, Inc.,
d/b/a Access Communications, a Denver, Colorado based communications services
agent, and commenced its business operations. PentaStar's common stock is traded
on the Nasdaq Small Cap Market under the ticker symbol PNTA. For more complete
information about PentaStar, contact PentaStar Communications, Inc., 1522 Blake
Street, Denver, Colorado 80202, (303) 825-4400, visit the company's website at
www.pentastarcom.com or send an e-mail to [email protected]
This press release may contain forward-looking statements. Such forward-looking
statements are subject to certain risks and uncertainties that could cause
actual results or outcomes to differ materially from those currently
anticipated. Factors that could affect actual results or outcomes include those
described in PentaStar's Registration Statement on Form SB-2, its current report
on Form 8-K dated December 9, 1999 and its Quarterly Report on Form 10-QSB dated
December 10, 1999 and all other Securities and Exchange Commission filings
submitted as of this date.
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CONTACT INFORMATION:
Nancy Shipp
PentaStar Communications Inc.
E-mail: [email protected]
Phone: 303-825-4400
