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): November 8, 2000
(October 24, 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 October 24, 2000, iExalt, Inc., a Nevada corporation (the "Company"),
agreed to acquire all issued and outstanding stock of CleanWeb, Inc., a Texas
corporation ("CleanWeb"). CleanWeb provides premium filtered Internet access
nationwide. CleanWeb's operations will be consolidated with the operations of
the Company's ISP division, iExalt.net, but the Company will market services
under both product names.
As consideration for the acquisition, the Company issued a total of
2,313,000 common shares in exchange for all issued and outstanding stock of
CleanWeb. In addition, if the actual number of CleanWeb's subscribers is above
6,200 or below 6,000 as of October 31, 2000, the agreement provides for an
increase or decrease in the number of common shares to be issued by the Company.
The amount of the consideration was based on arms-length negotiation among the
parties.
The Company also granted "piggyback" registration rights with respect to
an aggregate of 200,000 iExalt common shares issued in 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 of the date of this Form 8-K, it is impracticable for the Company to
file the required financial statements of the acquired business. The Company
intends to file such required information with the Securities and Exchange
Commission as soon as the financial statements become available but in any event
not later than seventy-five days after the consummation of the acquisition.
(b) PRO FORMA FINANCIAL INFORMATION.
As of the date of this Form 8-K, it is impracticable for the Company to
file the required pro forma financial information relating to the acquired
business. The Company intends to file such information concurrently with the
filing of the financial statements discussed above, but no later than
seventy-five days after the consummation of the acquisition.
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(c) EXHIBITS.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
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2.1 Stock Exchange Agreement, dated October 24, 2000,
between iExalt, Inc. and Ted L. Parker, the sole
shareholder of CleanWeb, Inc. (schedule and notary
statements omitted).
4.1 Investor's Rights Agreement, dated October 24, 2000,
by and among iExalt, Inc., certain shareholders of
iExalt, and Ted L. Parker (exhibits omitted).
99.1 Press release issued by the Company relating to the
acquisition of CleanWeb, Inc.
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: November 8, 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 Stock Exchange Agreement, dated October 24, 2000,
between iExalt, Inc. and Ted L. Parker, the sole
shareholder of CleanWeb, Inc. (schedule and notary
statements omitted).
4.1 Investor's Rights Agreement, dated October 24, 2000,
by and among iExalt, Inc., certain shareholders of
iExalt, and Ted L. Parker (exhibits omitted).
99.1 Press release issued by the Company relating to the
acquisition of CleanWeb, Inc.
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