<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO FORM 8-K ON FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 19, 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
None
----
(Former name or former address, if changed since last report.)
<PAGE> 2
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Audited Financial Statements of the Network Services Agency
Division of Telecomm Industries Corp. as of and for the years
ended December 31, 1999 and 1998 together with report of
independent accountants are attached as Exhibit 99.1.
Unaudited Financial Statements of the Network Services Agency
Division of Telecomm Industries Corp. as of and for the three
months ended March 31, 2000 and for the three months ended
March 31, 1999 are attached as Exhibit 99.2.
(b) Pro forma financial information.
Unaudited Pro Forma Condensed Combined Financial Information
for PentaStar Communications, Inc. and Subsidiaries including
Unaudited Pro Forma Condensed Combined Balance Sheet as of
March 31, 2000, Unaudited Pro Forma Condensed Combined
Statements of Operations for the three months ended March 31,
2000 and for the year ended December 31, 1999 and Notes to
Unaudited Pro Forma Condensed Combined Financial Information
are attached as Exhibit 99.3.
(c) Exhibits.
99.1 Audited Financial Statements of the Network Services Agency
Division of Telecomm Industries Corp. as of and for the years
ended December 31, 1999 and 1998 together with report of
independent accountants.
99.2 Unaudited Financial Statements of the Network Services Agency
Division of Telecomm Industries Corp. as of and for the three
months ended March 31, 2000 and for the three months ended
March 31, 1999.
2
<PAGE> 3
99.3 Unaudited Pro Forma Condensed Combined Financial Information
for PentaStar Communications, Inc. and Subsidiaries including
Unaudited Pro Forma Condensed Combined Balance Sheet as of
March 31, 2000, Unaudited Pro Forma Condensed Combined
Statements of Operations for the three months ended March 31,
2000 and for the year ended December 31, 1999 and Notes to
Unaudited Pro Forma Condensed Combined Financial Information.
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: August 11, 2000 PENTASTAR COMMUNICATIONS, INC.
By: /s/ David L. Dunham
----------------------------------
David L. Dunham
Chief Financial Officer
3
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
99.1 Audited Financial Statements of the Network Services Agency Division of Telecomm
Industries Corp. as of and for the years ended December 31, 1999 and 1998 together
with report of independent accountants.
99.2 Unaudited Financial Statements of the Network Services Agency Division of Telecomm
Industries Corp. as of and for the three months ended March 31, 2000 and for the
three months ended March 31, 1999.
99.3 Unaudited Pro Forma Condensed Combined Financial Information for PentaStar
Communications, Inc. and Subsidiaries including Unaudited Pro Forma Condensed
Combined Balance Sheet as of March 31, 2000, Unaudited Pro Forma Condensed
Combined Statements of Operations for the three months ended March 31, 2000 and
for the year ended December 31, 1999 and Notes to Unaudited Pro Forma Condensed
Combined Financial Information.
</TABLE>
