UNITED STATES
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): July 27, 2000 (July 12, 2000)
IEXALT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 00-09322 75-1667097
(STATE OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER
IDENTIFICATION NO.)
4301 WINDFERN
HOUSTON, TEXAS 77041
(ADDRESS OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)
(281) 600-4000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On July 12, 2000, iExalt, Inc., a Nevada corporation (the "Company")
completed the acquisition of all of the issued and outstanding capital stock of
Keener Communications Group, a California corporation ("KCG"). KCG is the
publisher of the Christian Times newspapers, a leading regional Christian
newspaper which is published in eight regional editions in California and has a
monthly circulation of approximately 180,000 copies. Distributed through
churches and individual subscriptions, the newspaper reports on current events
from a Christian perspective, focusing on traditional family values and church
trends.
As consideration for the acquisition, the Company issued a total of
450,000 common shares to the owners of KCG. The Company also granted "piggyback"
registration rights with respect to an aggregate of 40,000 iExalt common shares
issued in the acquisition. The amount of the consideration given in exchange for
all of the issued and outstanding capital stock of KCG was based on arms-length
negotiation among the parties.
In connection with the acquisition, Lamar Keener entered into a five-year
employment agreement with KCG to serve as its President and CEO. As part of the
employment agreement, Mr. Keener was awarded options to purchase up to 125,000
shares of the Company's common stock, at an exercise of $1.80 per share, and
vesting as to 25,000 shares per year on each of the next five anniversary dates
of the closing of the acquisition.
A copy of the press release issued by the Company relating to the
acquisition is attached as an exhibit to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.
As the acquisition of KCG is not significant to the business of the
Company, no financial statements of KCG will be filed with the Securities and
Exchange Commission.
(b) PRO FORMA FINANCIAL INFORMATION.
As the acquisition of KCG is not significant to the business of the
Company, no pro forma financial information relating to the acquired business
will be filed with the Securities and Exchange.
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(c) EXHIBITS.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Agreement and Plan of Reorganization,
dated June 30, 2000, among iExalt, Inc.,
KCG Combination Corp., and Keener
Communications Group and its
Shareholders (exhibits omitted).
2.2 Agreement of Merger, dated June 30, 2000,
among iExalt, Inc., KCG Combination Corp.,
and Keener Communications Group.
4.1 First Addendum to Registration Rights
Agreement, dated June 30, 2000.
99.1 Press release issued by the Company
relating to the acquisition of Keener
Communications Group.
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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.
DATE: July 27, 2000. iExalt, Inc.
By: /s/ JAMES W. CARROLL
-----------------------------------
James W. Carroll
Vice President and
Chief Accounting Officer
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INDEX TO EXHIBITS
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
----------- -----------
2.1 Agreement and Plan of Reorganization,
dated June 30, 2000, among iExalt, Inc.,
KCG Combination Corp., and Keener
Communications Group and its
Shareholders (exhibits omitted).
2.2 Agreement of Merger, dated June 30, 2000,
among iExalt, Inc., KCG Combination Corp.,
and Keener Communications Group.
4.1 First Addendum to Registration Rights
Agreement, dated June 30, 2000.
99.1 Press release issued by the Company
relating to the acquisition of Keener
Communications Group.
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