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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
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 (IRS Employer
of incorporation) File Number) 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 31, 2000, PentaStar Communications completed the acquisition of
Resource Communications, Inc. ("Resource"). Attached to this Current Report on
Form 8-K as Exhibit 99 is a copy of the Company's related press release dated
March 31, 2000.
Item 7. Financial Statements and Exhibits
Exhibit 99 Press release of the Company dated March 31, 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: April 3, 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 Company dated March 31, 2000.
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EXHIBIT 99
[PENTASTAR COMMUNICATIONS, INC. LOGO]
PENTASTAR COMMUNICATIONS, INC. ACQUIRES
RESOURCE COMMUNICATIONS, INC.
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NORTHERN CALIFORNIA ACQUISITION FURTHERS PENTASTAR'S GROWTH
Denver, Colorado (March 31, 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 Resource
Communications, Inc. ("Resource").
Resource is one of the largest Cable & Wireless plc long distance master agents
and a significant Pacific Bell authorized sales representative with annualized
run rate revenue in excess of $2 million. The acquisition of Resource provides
PentaStar with a strong market presence in Northern California and further
complements our existing product offerings in the dedicated access and
data-oriented long distance market.
Under the terms of the merger agreement, the consideration for this transaction
was approximately $2.2 million in cash and PentaStar common stock. In addition,
there is a potential earnout payment based upon the earnings before interest,
taxes and amortization (EBITA) for the period from January 1, 2000 through June
30, 2001.
Resource, based in Dublin, California, is a full-service communications agent,
which has been furnishing communication solutions to customers for over 10
years. Resource focuses on being the single point of contact to businesses for
data, voice and Internet solutions.
"Resource provides an entry into two important telecommunications service
providers, Cable & Wireless and Pacific Bell. With Cable & Wireless, we have one
of best long distance/data providers in the country. This further complements
our existing services and provides incremental revenue opportunities with our
existing local access customers. Furthermore, we have established a significant
market presence in Pacific Bell's high growth California territory, which we can
build through other acquisitions and internal growth," said Bob Lazzeri, Chief
Executive Officer of PentaStar.
"The acquisition of Resource is our fifth acquisition since our initial public
offering in late-October. On a combined basis, PentaStar's annualized revenue
run rate is nearly $30 million. We are pleased with our acquisition activity to
date and remain focused on our stated business strategy of growing our business
through acquisitions," added Lazzeri.
"We are excited about our new partnership with PentaStar. The strategy of
Resource has been to provide our customers with a comprehensive communication
solution.
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By joining PentaStar, we can provide a national solution for our customers, as
well as offer a broader array of communications services," said Liddy
Talbot-Goldberg, President and Chief Executive Officer of Resource.
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 March 1999 to become a
national communications services agent and specializes in being the single
source provider of total communication solutions for its business customers.
PentaStar's common stock is traded on the Nasdaq SmallCap 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, its Quarterly Report on Form 10-QSB dated
December 10, 1999 and its Form 10-KSB dated March 30, 2000 and all other
Securities and Exchange Commission filings submitted as of this date.
# # #
CONTACT INFORMATION:
Nancy Shipp
PentaStar Communications, Inc.
E-mail: [email protected]
Phone: 303-825-4400
