<PAGE> 1
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) November 14, 2000
PentaStar Communications, Inc.
(Exact Name of registrant as specified in its charter)
Delaware 0-27709 84-1502003
---------------------------- ------------------------ -------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1660 Wynkoop Street, Suite 1010 Denver, CO 80202
------------------------------------------ ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 825-4400
1522 Blake Street Denver, CO 80202
----------------------------------
(Former name or former address, if changed since last report.)
<PAGE> 2
Item 5. Other Events
On November 14, 2000, PentaStar Communications, Inc., completed the
acquisition of Lynx Communications, Inc. d/b/a Linear Communications, Inc.
("Linear"). Attached to this Current Report on Form 8-K as Exhibit 99 is a copy
of the Company's related press release dated November 14, 2000.
Item 7. Financial Statements and Exhibits
Exhibit 99 Press release of the Company dated November 14, 2000.
<PAGE> 3
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: November 16, 2000 PENTASTAR COMMUNICATIONS, INC.
By: /s/ David L. Dunham
------------------------
David L. Dunham
Chief Financial Officer
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
99 Press Release of the Company Dated November 14, 2000.
</TABLE>
<PAGE> 5
EXHIBIT 99
[PENTASTAR LOGO]
PENTASTAR COMMUNICATIONS, INC. ANNOUNCES THE
ACQUISITION OF LINEAR COMMUNICATIONS, INC.
Denver, Colorado (November 14, 2000) - PentaStar Communications, Inc. (NASDAQ:
PNTA), the nation's largest communications services agent, announced today that
it has completed the acquisition of Lynx Communications, Inc. d/b/a Linear
Communications, Inc. ("Linear"). The Linear transaction is PentaStar's ninth
acquisition this year and establishes PentaStar's presence in the Southeast.
Linear, founded in 1999 and located in Atlanta, Georgia, is BellSouth's largest
communications services agent, focused on selling voice, data, and Internet
services in BellSouth's nine-state region. Annualized run rate revenue for
Linear is approximately $2 million.
Under the terms of the merger agreement, the consideration for the transaction
includes approximately $2 million in PentaStar common stock and cash plus the
assumption of certain operating liabilities. Of the common stock paid at
closing, $833,000 is held in escrow and is subject to forfeiture if Linear's
earnings before interest, taxes and amortization ("EBITA") during the period
from October 1, 2000 through September 30, 2001, fails to reach specified
levels. Linear may also earn additional consideration based upon EBITA
performance.
"The acquisition of Linear provides PentaStar with the opportunity to
significantly expand into BellSouth's Southeast markets with a data-oriented
management team. We look to strategically expand in the Southeast and in
particular establish a presence in the high-growth areas of the Carolinas,
Florida and Georgia. We are excited to add Linear to the PentaStar team and look
to them to lead the charge in growing our business in this region," said Bob
Lazzeri, Chief Executive Officer of PentaStar.
"By joining PentaStar, we will be able to provide our customers with a
nationwide solution for their communications needs and offer comprehensive
communication services including local access, wireless, Internet and
data-oriented services," said Mark Robbins, President of Linear.
PentaStar has strategic agency relationships with all regional bell operating
companies, and other telecommunications service providers including AT&T, Cable
& Wireless, Global Crossing, Intermedia Communications and MCI WorldCom.
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 National Market under the
ticker symbol PNTA. For more complete information about PentaStar, contact
PentaStar Communications, Inc., 1660
<PAGE> 6
PAGE 2
Wynkoop St., 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. The following important factors and uncertainties, among others,
could cause our actual results to differ materially from those described in
these forward-looking statements: our lack of combined operating history and our
untested business model; our success in carrying out our acquisition strategy;
our reliance on regional bell operating companies and other service providers
for communications services; our ability to increase revenues from service
providers other than local access service providers. For a detailed discussion
of these and other factors that could affect actual results or outcomes please
refer to PentaStar's filings with the Securities and Exchange Commission,
including PentaStar's Form 10-KSB for the fiscal year 1999 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
