SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of event reported: August 31, 2000
Date of Report: September 5, 2000
NXGEN NETWORKS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 000-28427 870621120
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification Number)
GLOBAL TECH CENTER, DON JUAN ROAD, P.O. BOX 218, HERTFORD, NORTH CAROLINA 27944
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(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: 252-426-3210
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OLD NIGHT, INC.
ALUMINUM TOWER 5TH FLOOR, 2 LIMASSOL AVENUE, 2003 NICOSIA, CYPRUS
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On August 31, 2000, NxGen Networks, Inc., a Nevada corporation formerly named
Old Night, Inc. (the "Company") issued 4,529,054 shares of the Common Stock of
the Company to acquire approximately 82.35% of the issued and outstanding shares
of common stock of International Long Distance Corporation, a North Carolina
corporation ("ILDC"). The Company entered into a share exchange agreement dated
as of June 30, 2000 ("Agreement") with ILDC and certain stockholders of ILDC
("ILDC Stockholders") who are signatories to the Agreement incorporated by
reference herein to the Company's Definitive Information Statement on Form 14C
dated July 28, 2000 (the "Information Statement"), which provided for, among
other things, the issuance by the Company of 4,529,054 shares of its Common
Stock in exchange for 4,529,054 or 82.35% of the issued and outstanding shares
of common stock of ILDC (the "Share Exchange"). As a result of the Share
Exchange the ILDC Stockholders now hold approximately 43% of the Company's total
issued and outstanding share capital.
The shareholders of the Company previously approved the Agreement and related
transactions by means of a Consent of Shareholders, as reported in the
Information Statement. Reference is made to the Information Statement for a
description of the business of ILDC, which is now the business of the Company
after the closing of the Share Exchange, and the new Board of Directors and
management of the Company.
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Except as contemplated by the Agreement and discussed in the Information
Statement, the ILDC Stockholders had no material relationship with the Company
or its affiliates. The amount of the consideration paid was determined by arms'
length negotiations between the Company and the ILDC Stockholders. The
acquisition will be accounted for under the purchase method of accounting.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
See Item 1 above.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable
ITEM 5. OTHER EVENTS
Change of Name.
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The name of Old Night, Inc. was changed to NxGen Networks, Inc. on August 31,
2000. This change occurred in connection with the Share Exchange explained in
more detail in the Information Statement.
Change of Board of Directors
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As discussed in the Information Statement Messrs. Anthony Overman, Mark Sampson,
and Don Spears have been elected and appointed as directors of the Company
effective on the closing of the Share Exchange. Mr. Xenios Xenopoulos has
resigned as an officer and director of the Company.
ITEM 6. RESIGNATION OF DIRECTORS
Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHBITS
(1) Financial statements of businesses acquired
Financial statements of ILDC for the periods specified in Regulation
S-X will be included in an amendment to this report as soon as
practicable, but not later than 60 days after the date on which this
report is required to be filed.
(b) Pro forma financial information
Pro forma financial statements for the periods specified in Regulation
S-X will be included in an amendment to this report as soon as
practicable, but not later than 60 days after the date on which this
report is required to be filed.
(3) Exhibits
The following exhibits are filed as a part of this report.
- 99.1 Press release dated August 31, 2000.
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
NXGEN NETWORKS, INC.
(Registrant)
/s/ Anthony Overman
Anthony Overman
President
Dated: September 5, 2000
EXHIBIT INDEX
99.1 Press Release dated September 5, 2000
