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 19, 2000 (May 19, 2000)
NETVOICE TECHNOLOGIES CORPORATION
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
NEVADA 0-29025 91-1986538
---------------- ------------------------ ----------------------
(State or other (Commission file number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
13747 MONTFORT DRIVE, SUITE 250
Dallas, Texas 75240
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(972) 788-2988
--------------------------------------------------
(Registrants telephone number, including area code)
-1-
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective May 19, 2000, Netvoice Technologies Corporation and its
wholly owned subsidiary NetVoice Technologies, Inc. (collectively
"Netvoice") completed the acquisition of Synetric, Inc. of Dallas, Texas
("Synetric") pursuant to a definitive Stock Purchase Agreement
("Agreement") whereby Netvoice acquired all of the issued and outstanding
shares of Synetric from eight (8) individuals, including officers and
directors of Synetric. Pursuant to the Agreement, Netvoice issued 286,458
shares of "restricted" common stock. The Agreement provides that of the
286,458 shares delivered at closing, 33,229 shares will be held in escrow
for a period of one (1) year following the closing to satisfy any future
indemnification claims. Netvoice will record this transaction under the
purchase method of accounting.
Concurrent with the execution of the Agreement, the Company entered
into an employment agreement with John C' de Baca for a period of two
years. Mr. C' de Baca employment agreement provides for him to continue to
serve as President of Synetric or in such other capacity as determined by
Netvoice's Board of Directors. Mr. C' de Baca's employment agreement
contains certain confidentially and noncompetition provisions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
In accordance with paragraph (a)(4) of Item 7 of Form 8-K, the
historical financial statements required in connection with the Synetric,
Inc. acquisition are not included in this initial report but will be filed
not later than 60 days after the date this report is required to be filed.
(b) Pro Forma Financial Information
In accordance with paragraph (b)(2) of Item 7 of Form 8-K, the pro
forma financial information required in connection with the Synetric, Inc.
acquisition are not included in this initial report but will be filed not
later than 60 days after the date this report is required to be filed.
(c) Exhibits
Exhibit
Number Description
------- -----------
2.1 Stock Purchase Agreement dated May 19, 2000 by and
between Netvoice Technologies Corporation and Synetric, Inc.
and Exhibits
-2-
<PAGE>
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 thereunto duly authorized.
NETVOICE TECHNOLOGIES CORPORATION
Date: June 5, 2000 By: /s/ JEFFREY ROTHELL
--------------------------------
Jeffrey Rothell, President,
Chief Executive Officer
Date: June 5, 2000 By: /s/ GARTH COOK
------------------------------
Garth Cook, Treasurer, Chief
Financial Officer and Chief
Accounting Officer
-3-
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit
Number Description
------- -----------
2.1 Stock Purchase Agreement dated May 19, 2000 by and between
Netvoice Technologies Corporation and Synetric, Inc. and exhibits
-4-
