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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): SEPTEMBER 2, 1999
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INCOMNET, INC.
(Exact Name of Registrant as Specified in Charter)
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CALIFORNIA 0-12386 95-2871296
(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
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2801 MAIN STREET, IRVINE, CALIFORNIA 92614
(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code: (949) 251-8000
20501 VENTURA BOULEVARD, SUITE 265, WOODLAND HILLS, CALIFORNIA 91364
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 3. BANKRUPTCY.
On September 2, 1999, Incomnet, Inc. and its wholly owned subsidiary
Incomnet Communications Corporation each filed for voluntary petitions for
protection under Chapter 11 of the Federal Bankruptcy Code in the United States
Bankruptcy Court for the Central District of California, Santa Ana Division.
A copy of Incomnet's press release related to the foregoing matter has been
filed with the SEC as an exhibit to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
The following exhibits are filed with this Current Report on Form 8-K:
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Text of Press Release issued by Incomnet on September 2, 1999.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report to be signed on its behalf by the
undersigned hereunto duly authorized.
INCOMNET, INC.
A CALIFORNIA CORPORATION
By: /s/ STEPHEN A. GARCIA
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Stephen A. Garcia
VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
Date: September 22, 1999
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EXHIBIT 99.1
Contact: Sitrick and Company
Steve Hawkins
(310) 788-2850
FOR IMMEDIATE RELEASE
INCOMNET FILES CHAPTER 11 TO FACILITATE FINANCIAL RESTRUCTURING
IRVINE, CALIF.--SEPTEMBER 2, 1999--INCOMNET, INC. (NASDAQ: ICNTE) AND INCOMNET
COMMUNICATIONS CORP. announced today that, to facilitate a financial
restructuring, they have filed voluntary petitions for protection under Chapter
11 of the U.S. Bankruptcy Code. Incomnet CC, a leading provider of long distance
telecommunications services, said the filing would allow the Company's new
management the time necessary to reorganize the Company and to explore and
possibly effect a debt-for-equity exchange, merger of the Company or other
transaction.
George Blanco, Executive Vice President and Chief Financial Officer of
Incomnet CC said that during the Chapter 11 proceeding, the Company's business
would continue to operate as usual. "Throughout this process, we will continue
to provide quality long distance service to our customers, while keeping our
representatives and employees informed," he said. Mr. Blanco added that during
this process, employee salaries, bonuses and commissions will be paid without
interruption.
"The Company's management pursued all available strategic alternatives prior
to making this decision," he stated, "including a sale of the Company's assets,
a merger, a scale-back of operations and the restructuring of the Company's debt
and other obligations. After exploring all available alternatives, we concluded
that a voluntary Chapter 11 proceeding was in the best interests of all of the
Company's constituents."
Mr. Blanco said that the telecommunications industry has been buffeted by
intense competition which has affected re-sellers and increased the cost of
customer acquisition. In addition, the Company's new management team was faced
with a number of litigation matters.
"Chapter 11 will enable us to continue the operational turnaround we have
started and to clean up the Company's balance sheet, while meeting our
obligations to our customers, representatives and employees," he stated. It will
allow us to distance ourselves from past issues." Mr. Blanco said that the
Company's past history has overshadowed the progress Incomnet's new management
has made.
"We are adding 6,000 to 7,000 new customers each month, we're introducing a
new Internet product and we have completed a new compensation plan for our
marketing representatives," he stated. "We have also cut costs and begun
streamlining the organization to be more efficient and customer responsive."
"Although we recognize that there is a lot of work yet to be done, with the
support of the Company's various constituents, we expect Incomnet to emerge from
its reorganization as a stronger, more profitable and an extremely competitive
new company," he said.
Incomnet, Inc. is a marketing driven company that provides innovative,
cost-saving products to the telecommunications industry. Incomnet, Inc.'s wholly
owned subsidiary, Incomnet Communications Corp., is a reseller of long distance
and other communications products to residential and small business customers
through its independent sales representatives using a network marketing
strategy.
THIS PRESS RELEASE CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE
SECURITIES EXCHANGE ACT OF 1934. INCOMNET INTENDS THAT SUCH FORWARD-LOOKING
STATEMENTS BE SUBJECT TO THE SAFE HARBORS CREATED BY SUCH STATUTES. THE
FORWARD-LOOKING STATEMENTS INCLUDED HEREIN ARE BASED ON CURRENT EXPECTATIONS
THAT INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES. ACCORDINGLY, TO THE EXTENT
THAT THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS REGARDING THE
FINANCIAL
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CONDITION, OPERATING RESULTS, BUSINESS PROSPECTS OR ANY OTHER ASPECT OF INCOMNET
AND ITS SUBSIDIARIES, PLEASE BE ADVISED THAT INCOMNET AND ITS SUBSIDIARIES,
ACTUAL FINANCIAL CONDITION, OPERATING RESULTS AND BUSINESS PERFORMANCE MAY
DIFFER MATERIALLY FROM THAT PROJECTED OR ESTIMATED BY INCOMNET IN
FORWARD-LOOKING STATEMENTS. THE DIFFERENCE MAY BE CAUSED BY A VARIETY OF
FACTORS, INCLUDING, BUT NOT LIMITED TO, ADVERSE ECONOMIC CONDITIONS, INTENSE
COMPETITION, ADVERSE FEDERAL, STATE AND LOCAL GOVERNMENT AND AGENCY REGULATION,
INADEQUATE CAPITAL, UNEXPECTED COSTS AND OPERATING DEFICITS, LOWER SALES AND
REVENUES THAN FORECAST, LOSS OF CUSTOMERS, LITIGATION AND ADMINISTRATIVE
PROCEEDINGS INVOLVING INCOMNET, INABILITY TO CARRY OUT MARKETING AND SALES
PLANS, LOSS OF INDEPENDENT SALES REPRESENTATIVES AND OTHER SPECIFIC RISKS THAT
MAY BE ALLUDED TO IN THIS PRESS RELEASE OR IN OTHER REPORTS ISSUED BY INCOMNET.
THE INCLUSION OF ANY FORWARD-LOOKING STATEMENTS IN THIS PRESS RELEASE SHOULD NOT
BE REGARDED AS A REPRESENTATION BY INCOMNET OR ANY OTHER PERSON THAT THE
OBJECTIVES OR PLANS OF INCOMNET WILL BE ACHIEVED.
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