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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC
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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 3, 1999
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INCOMNET, INC.
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-12386 95-2871296
(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2801 MAIN STREET, IRVINE, CALIFORNIA 92614
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (949) 251-8000
(Former Name of former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
As previously disclosed on September 22, 1999 in a Form 8-K filed with the
Securities and Exchange Commission ("SEC"), Incomnet, Inc. (ICNTE) and its
wholly owned subsidiary Incomnet Communications Corporation (ICC) 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.
In three separate press releases dated January 3, 2000, ICNTE and ICC
announced the following events.
De-listing of ICNTE's Common Stock from the Nasdaq
On September 3, 1999, ICNTE's shares of common stock, which traded under
the symbol ICNTE, were de-listed from the Nasdaq SmallCap Market. This action
was taken as a result of ICNTE's failure to meet the net tangible assets and
filing requirements as stated in Nasdaq's marketplace Rules 4310(c)(02) and
4310(c)(14). Management announced they do not anticipate that ICNTE's shares of
common stock will be re-listed.
Common Stockholders of Incomnet
Although a final determination has not yet been made, it is management's
opinion that after all secured and unsecured creditors have settled with ICNTE
in accordance with the Chapter 11 proceedings, no residual value will be left
for ICNTE's shareholders or class action members.
Certain Financial Results (Unaudited)
ICNTE announced their unaudited financial results for the second and third
quarters ended June 30, 1999 and September 30, 1999.
Foothill Capital Corporation Debtor-in-Possession Financing Assignment to
Ironwood Telecom LLP
On December 27, 1999 ICC received court approval for the assignment of
ICC's debtor-in-possession financing from Foothill Capital Corporation to
Ironwood Telecom, LLP, ICNTE's and ICC's largest secured creditor. ICC will be
obligated under substantially the same financing terms with Ironwood as it was
with Foothill. The assumption by Ironwood allows ICC more time to execute its
reorganization efforts in the coming months
Extension to File a Plan of Reorganization with the Bankruptcy Court
ICNTE and ICC each received court approval to extend to January 31, 2000
their respective deadlines for filing each company's plan of reorganization with
the bankruptcy court.
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Launch of New Network Marketing Program
ICC announced the launch of a new internet-based network marketing program.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS.
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit
Number Description
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99.1 Press Release entitled "Incomnet Announces Events Important to
its Common Shareholders," dated January 3, 2000.
99.2 Press Release entitled "Incomnet Announces the Assignment of
Incomnet Communications Corporation's Debtor-in-Possession
Financing and a Court Extension to File a Plan of
Reorganization," dated January 3, 2000.
99.3 Press Release entitled "Incomnet Communications Corporation, a
Wholly Owned Subsidiary of Incomnet, Inc., Launches New
Network Marketing Program," dated January 3, 2000.
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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
-----------------------------
Stephen A. Garcia
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICE
Date: February 11, 2000
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EXHIBIT 99.1
INCOMNET
FOR IMMEDIATE RELEASE
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For more information, contact:
George Blanco
Incomnet, Inc.
(949) 224-7575
INCOMNET, INC. ANNOUNCES EVENTS IMPORTANT TO
ITS COMMON SHAREHOLDERS
IRVINE, Calif.--(BUSINESS WIRE)--January 3, 2000
Incomnet, Inc. (ICNTE), the parent company of Incomnet Communications
Corporation, an Orange County based sales and marketing company providing
innovative cost-saving communications and internet related services, today
announced events important to its common shareholders. As previously announced,
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.
DE-LISTING OF INCOMNET, INC.'S COMMON STOCK FROM THE NASDAQ
On September 3, 1999, Incomnet, Inc.'s shares of common stock, which traded
under the symbol ICNTE, were de-listed from the Nasdaq SmallCap Market. This
action was taken as a result of Incomnet, Inc.'s failure to meet the net
tangible assets and filing requirements as stated in marketplace Rules
4310(c)(02) and 4310(c)(14). Management does not anticipate that Incomnet,
Inc.'s shares of common stock will be re-listed.
COMMON STOCKHOLDERS OF INCOMNET
As a result of Incomnet, Inc.'s Chapter 11 reorganization proceedings,
management anticipates that shareholders of Incomnet, Inc. (ICNTE) will receive
no value for Incomnet, Inc. common shares. Management also believes that members
of the class action lawsuit will receive nothing from their previous settlement
agreement. Although a final determination has not yet been made, it is
management's opinion that after all secured and unsecured creditors have settled
with Incomnet, Inc. in accordance with the Chapter 11 proceedings, no residual
value will be left for Incomnet, Inc. shareholders or class action members.
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CERTAIN FINANCIAL RESULTS (UNAUDITED)
Incomnet, Inc. had net sales of $7.9 million (unaudited) and $7.7 million
(unaudited) for the second and third quarters ended June 30, 1999 and September
30, 1999, respectively. The decrease in revenues is primarily due to a decline
in ICC subscribers and long distance rates charged to customers in the highly
competitive telecommunications market. Through September, 1999, Incomnet, Inc.
continued incurring significant net losses (unaudited).
NOTICE REGARDING FORWARD-LOOKING STATEMENTS IN PRESS RELEASE
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. The company 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 condition, operating results, business prospects or any other aspect
of the company and its subsidiaries, please be advised that the company and its
subsidiaries' actual financial condition, operating results and business
performance may differ materially from that projected or estimated by the
company in forward-looking statements. The differences may be caused by a
variety of factors, including but not limited to adverse economic conditions,
intense competition, including intensification of price competition and entry of
new competitors and products, adverse federal, state and local government and
agency regulation, inadequate capital, unexpected costs and operating deficits,
increases in general and administrative costs, lower sales and revenues than
forecast, loss of customers, loss of suppliers, technical problems with the
company's operations, failure to obtain new customers, litigation and
administrative proceedings involving the company, the possible acquisition of
new businesses that result in operating losses or that do not perform as
anticipated, resulting in unanticipated losses, inability of the company to
continue as a going concern, adverse publicity and news coverage, inability to
carry out marketing and sales plans, loss of key executives, loss of independent
sales representatives and other specific risks that may be alluded to in this
press release or in other reports issued by the company. The inclusion of
forward-looking statements in this press release should not be regarded as a
representation by the company or any other person that the objectives or plans
of the company will be achieved.
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EXHIBIT 99.2
INCOMNET
FOR IMMEDIATE RELEASE
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For more information, contact:
George Blanco
Incomnet, Inc.
(949) 224-7575
INCOMNET ANNOUNCES THE ASSIGNMENT OF INCOMNET
COMMUNICATIONS CORPORATION'S DEBTOR-IN-POSSESSION
FINANCING AND A COURT EXTENSION TO FILE A PLAN OF
REORGANIZATION
IRVINE, Calif.--(BUSINESS WIRE)--January 3, 2000
Incomnet, Inc. (ICNTE) and its wholly owned subsidiary, Incomnet Communications
Corporation, an Orange County based sales and marketing company providing
innovative cost-saving communications and internet related services, today
announced certain important developments. As previously announced, 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
FOOTHILL CAPITAL CORPORATION DEBTOR-IN-POSSESSION FINANCING ASSIGNMENT TO
IRONWOOD TELECOM LLP
Incomnet Communications Corporation (ICC) received court approval for the
assignment of ICC's debtor-in-possession financing from Foothill Capital
Corporation ("Foothill") to Ironwood Telecom LLP ("Ironwood"), Incomnet, Inc.'s
largest secured creditor. ICC will be obligated under substantially the same
financing terms with Ironwood as it was with Foothill. The assumption by
Ironwood allows ICC more time to execute its reorganization efforts in the
coming months. George Blanco, ICC's Chief Operating Officer, said, "Foothill has
been a very important partner in ICC's reorganization efforts. We have
maintained a very positive relationship with Foothill and greatly appreciate
their spirit of cooperation and support during this process."
EXTENSION TO FILE A PLAN OF REORGANIZATION WITH THE BANKRUPTCY COURT
Incomnet, Inc. and ICC each received court approval to extend to January 31,
2000 their respective deadlines for filing each company's own plan of
reorganization with the bankruptcy court. George Blanco said, "The extension
will allow Incomnet, Inc.'s and
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ICC's senior management additional time to develop appropriate reorganization or
other plans for Incomnet, Inc. and ICC."
NOTICE REGARDING FORWARD-LOOKING STATEMENTS IN PRESS RELEASE
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. The company 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 condition, operating results, business prospects or any other aspect
of the company and its subsidiaries, please be advised that the company and its
subsidiaries' actual financial condition, operating results and business
performance may differ materially from that projected or estimated by the
company in forward-looking statements. The differences may be caused by a
variety of factors, including but not limited to adverse economic conditions,
intense competition, including intensification of price competition and entry of
new competitors and products, adverse federal, state and local government and
agency regulation, inadequate capital, unexpected costs and operating deficits,
increases in general and administrative costs, lower sales and revenues than
forecast, loss of customers, loss of suppliers, technical problems with the
company's operations, failure to obtain new customers, litigation and
administrative proceedings involving the company, the possible acquisition of
new businesses that result in operating losses or that do not perform as
anticipated, resulting in unanticipated losses, inability of the company to
continue as a going concern, adverse publicity and news coverage, inability to
carry out marketing and sales plans, loss of key executives, loss of independent
sales representatives and other specific risks that may be alluded to in this
press release or in other reports issued by the company. The inclusion of
forward-looking statements in this press release should not be regarded as a
representation by the company or any other person that the objectives or plans
of the company will be achieved.
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EXHIBIT 99.3
INCOMNET
FOR IMMEDIATE RELEASE
- ---------------------
For more information, contact:
George Blanco
Incomnet, Inc.
(949) 224-7575
INCOMNET COMMUNICATIONS CORPORATION, A WHOLLY
OWNED SUBSIDIARY OF INCOMNET, INC., LAUNCHES NEW
NETWORK MARKETING PROGRAM
IRVINE, Calif.--(BUSINESS WIRE)--January 3, 2000
Incomnet Communications Corporation, an Orange County based sales and marketing
company providing innovative cost-saving communications and internet related
services today announced certain important developments. Incomnet Communications
Corporation is a wholly owned subsidiary of Incomnet, Inc. (ICNTE).
LAUNCH OF NEW NETWORK MARKETING PROGRAM
Incomnet Communications Corporation (ICC), developed and launched an exciting
new internet-based network marketing program called SIMPLE2NET. The SIMPLE2NET
product complements existing communications and internet related services
already offered by ICC.
SIMPLE2NET is an innovative internet-based network marketing program offering a
personalized web site and access to a planned internet-based mall and offers a
two stage compensation program. The compensation program focuses on ICC customer
acquisition and retention and marketing organization development. SIMPLE2NET
currently offers web site sales and ICC services. The SIMPLE2NET web site
address is WWW.SIMPLE2NET.COM.
George Blanco, Incomnet's Chief Operating Officer said, "We are very excited
about the quality and extent of interest in our SIMPLE2NET marketing program. We
believe that the SIMPLE2NET program will position Incomnet's network marketing
program in the internet-age and into the new millennium. We are confident that
it will assist ICC in attracting and retaining high quality marketers who will
be properly compensated for acquiring and retaining new customers."
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NOTICE REGARDING FORWARD-LOOKING STATEMENTS IN PRESS RELEASE
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. The company 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 condition, operating results, business prospects or any other aspect
of the company and its subsidiaries, please be advised that the company and its
subsidiaries' actual financial condition, operating results and business
performance may differ materially from that projected or estimated by the
company in forward-looking statements. The differences may be caused by a
variety of factors, including but not limited to adverse economic conditions,
intense competition, including intensification of price competition and entry of
new competitors and products, adverse federal, state and local government and
agency regulation, inadequate capital, unexpected costs and operating deficits,
increases in general and administrative costs, lower sales and revenues than
forecast, loss of customers, loss of suppliers, technical problems with the
company's operations, failure to obtain new customers, litigation and
administrative proceedings involving the company, the possible acquisition of
new businesses that result in operating losses or that do not perform as
anticipated, resulting in unanticipated losses, inability of the company to
continue as a going concern, adverse publicity and news coverage, inability to
carry out marketing and sales plans, loss of key executives, loss of independent
sales representatives and other specific risks that may be alluded to in this
press release or in other reports issued by the company. The inclusion of
forward-looking statements in this press release should not be regarded as a
representation by the company or any other person that the objectives or plans
of the company will be achieved.
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