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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): May 4, 2000
TELEMONDE, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-28113 62-1795931
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification Number)
230 Park Avenue, 10th Floor, New York, New York 10169
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (646) 435-5645
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On November 5, 1999, Telemonde, Inc. ("Telemonde") and Global
Communications (Holdings) Ltd. ("Global") signed a letter of intent for the
purchase by Telemonde of the entire share capital of Global. On November 22,
1999, Telemonde issued a press release announcing that Telemonde had agreed to
buy Global for a $160 million in cash, notes and stock. Global processes e-
commerce transactions and develops and hosts internet sites. The press release
also announced that the acquisition was expected to close by January 31, 2000.
The letter of intent contained a number of conditions to be satisfied by both
parties before completion of the acquisition could occur. A failure to satisfy
all the conditions in the letter of intent, and the realization by management
that a full-scale integration was not necessary to achieve mutual benefits, has
resulted in an agreement by both parties to halt the acquisition proceedings.
On October 22, 1999, Telemonde, through its subsidiary EquiTel
Communications Limited, entered into an agreement to acquire ITS Europe, a
Spanish registered company that sells and distributes telecommunications
products and services, including pre-paid calling cards. ITS Europe is
currently owned by Carnival Enterprises Limited and Volim Holdings BV. The
purchase price was $15 million. The purchase price was payable in 3,529,411
shares of common stock of Telemonde, The agreement was conditioned on, among
other things, the market price of the common stock of Telemonde being above $3
per share. As a result of the recent decline in the Telemonde share price, the
sellers of ITS Europe exercised their right not to proceed with the agreement.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits:
99.1 Press Release dated May 4, 2000 Announcing Decision Not to Acquire
ITS (Europe) and Global Communications (Holding).
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SIGNATURES
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.
TELEMONDE, INC.
Dated: May 4, 2000
/s/ Paul E. Donofrio
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Paul E. Donofrio
Chief Financial Officer
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Exhibit Index
Exhibit Description
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99.1 Press Release Dated May 4, 2000 Announcing Decision Not to
Acquire ITS (Europe) and Global Communication (Holding).
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EXHIBIT 99.1
Telemonde Inc. For Investor Information Contact:
230 Park Avenue, 10th Floor --------------------------------
New York, NY 10169 INVESTOR COMMUNICATIONS CO.
www.telemonde.com 800 419-5211 and 800 419-5311
http://www.iccinfo.com
or: StockIR at www.stockir.com
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NEWS RELEASE
May 4, 2000
TELEMONDE TERMINATES "INTENT TO PURCHASE" AGREEMENTS WITH
GLOBAL COMMUNICATIONS AND L.T.S. EUROPE
NEW YORK -- Telemonde, Inc. (NQBEQS: TLMD) today announced that plans to acquire
Global Communications (Holdings) Limited and ITS Europe have been terminated.
On November 5, 1999, Telemonde and Global Communications signed a letter of
intent for the purchase by Telemonde of the entire share capital of Global
Communications for $160 million in cash, notes and stock. The letter of intent
outlined a number of conditions to be met by both parties before completion of
the acquisition could occur. A failure to satisfy all these conditions, and the
realization by management that a full-scale integration was not necessary to
achieve mutual benefits, has resulted in an agreement by both parties to halt
acquisition proceedings.
Global Communications is a UK-based Internet company offering specialist
services including secure e-commerce transaction processing; Web site design,
development and hosting; a variety of telephony services; and international
promotion.
Commenting on the announcement, Telemonde's President, Adam Bishop, said, "We
believe that there are continuing operational and business synergies between our
two companies and I am pleased to announce that we have entered into a strategic
partnership with Global for the supply, by Telemonde, of a series of wholesale
telecom services across Western Europe."
Telemonde, Inc., through its subsidiary EquiTel Communications Limited, also
entered into an agreement to acquire ITS Europe, a Spanish-registered company
selling and distributing telecommunications services, including pre-paid calling
cards. The October 22, 1999 agreement was conditional on the market price of the
common stock of Telemonde being and remaining above $3 per share. As a result of
the recent decline in the Telemonde share price, the sellers of ITS Europe
exercised their right not to proceed with the agreement.
"We will continue to build on the strong relationship we have developed over
these past months with the management team at ITS," said Adam Bishop.
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Telemonde Inc. Is Quoted On The NQBEQS (Pink Sheets) as "TLMD"
FOR IMMEDIATE RELEASE
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Telemonde Inc. For Investor Information Contact:
230 Park Avenue, 10th Floor --------------------------------
New York, NY 10169 INVESTOR COMMUNICATIONS CO.
www.telemonde.com 800 419-5211 and 800 419-5311
http://www.iccinfo.com
or: StockIR at www.stockir.com
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NEWS RELEASE
May 4, 2000
Telemonde, Inc. is a telecommunications business focused on building a global
infrastructure network interconnecting the markets of the developed world with
regional hubs in the developing world, enabling the latter's populations to
participate fully in the global communications community.
Over this platform the Company offers PTTs and other telecommunications
operators managed bandwidth, voice and data services through its network of
telehouses and switching infrastructure, as well as broadband and connectivity
solutions for next generation Internet and multimedia companies.
Certain statements in this news release may constitute "forward-looking"
statements within the meaning of section 21E of the Securities Exchange Act of
1934. Such forward-looking statements involve risks, uncertainties, and other
factors, which may cause the actual results, performance, or achievement
expressed or implied by such forward-looking statements to differ. The Company's
Form 10-K for the fiscal year ended December 31, 1999 details many of the risks
and uncertainties associated with these forward-looking statements.
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Telemonde Inc. Is Quoted On The NQBEQS (Pink Sheets) as "TLMD"
FOR IMMEDIATE RELEASE
