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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): February 4, 1998
AMNEX, INC.
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(Exact name of Registrant as Specified in its Charter)
New York 0-27898 11-2790221
- ---------------- --------------------- ------------------
(State or Other (Commission File No.) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
6 Nevada Drive, Lake Success, New York 11042
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(Address of Principal Executive Offices) (Zip Code)
(516) 326-2540
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(Registrant's Telephone Number, Including Area Code)
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INFORMATION TO BE INCLUDED IN REPORT
Item 5. Other Events.
Issuance of Common Stock and Warrants
General Terms. On February 4, 1998, the Registrant entered into a Stock
Purchase Agreement (the "Common Stock Purchase Agreements") with a small group
of executive officers and directors of the Registrant (the "Common Stock
Investors") pursuant to which the Common Stock Investors purchased Common Stock.
The Common Stock Investors purchased a total of 537,930 shares of Common Stock
at price of $1.16 per share (the "Investor Common Shares").
Exemption from Registration; Use of Proceeds
The Investor Common Shares were all offered and sold in a private
placement pursuant to provisions of Section 4(2) of the Act. The Common Shares
were offered to the Common Stock Investors, each of which is an accredited
investor. The Registrant will utilize the net proceeds from the sale of the
Common Shares for working capital and general corporate purposes.
Registration Rights.
The Registrant agreed, pursuant to the Common Stock Purchase
Agreements, to use its best efforts to prepare and file, by March 6, 1998, a
registration statement with respect to the Common Shares (together with the
registration statement referred to below, the "Registration Statement").
Reference to Agreements
The above discussion is qualified in its entirety by the Common Stock
Purchase Agreement. All of the above documents are attached (or incorporated by
reference) as exhibits to this report.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma financial Information.
Not applicable.
(c) Exhibits.
Exhibit No. Description
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10.1 Form of Stock Purchase Agreement between AMNEX,
Inc. and the Investor named therein, including
schedule of differences between such agreement and
the Stock Purchase Agreement, dated February 4,
1998,
2
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among AMNEX, Inc., Alan Rossi, Peter Izzo, Cynthia
Terrell, Francesco Galesi, Harry Thompson, and A.
Jones Yorke.
3
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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.
AMNEX, Inc.
By /s/ Alan J. Rossi
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Alan J. Rossi
Chief Executive Officer
Date: February 10, 1998
4
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EXHIBIT INDEX
Exhibit No. Description
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10.1 (1) Form of Stock Purchase Agreement between AMNEX, Inc. and
the Investor named therein, including schedule of
differences between such agreement and the Stock Purchase
Agreement, dated February 4, 1998, among AMNEX, Inc., Alan
Rossi, Peter Izzo, Cynthia Terrell, Francesco Galesi, Harry
Thompson, and A. Jones Yorke.
- --------------------
(1) Form of Stock Purchase Agreement incorporated by reference to Exhibit
10.5 of Registrant's Current Report on Form 8-K dated December 24,
1997. Attachments to Form of Stock Purchase Agreement set forth herein.
5
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EXHIBIT 10.1
ATTACHMENTS TO:
FORM OF STOCK PURCHASE AGREEMENT
Between
AMNEX, Inc.
and
the Investors named therein
Attachments:
- - Schedule of Differences
- - Disclosure Schedules
- - Exhibit 2.1 - Schedule of Purchasers
- - Exhibit 2.4 - Opinion of Company Counsel
- - Exhibit 4.10 - Registration Rights Agreement
- - Exhibit 7.6 - Addresses for Notices
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SCHEDULE OF DIFFERENCES
Material differences between attached Form of Stock Purchase Agreement and the
various Stock Purchase Agreement referred to below:
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Shares Price per Aggregate
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Investor Purchased Share Purchase Price
- -------- --------- ----- --------------
- ---------------------- ----------------- ---------------- ----------------------
Alan Rossi 172,413 $1.16 $199,999.08
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Francesco Galesi 164,414 $1.16 $190,570.24
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Cynthia Terrell 108,000 $1.16 $125,280.00
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Peter M. Izzo, Jr. 43,103 $1.16 $ 49,999.48
- ---------------------- ----------------- ---------------- ----------------------
A. Jones Yorke 25,000 $1.16 $ 29,000.00
- ---------------------- ----------------- ---------------- ----------------------
Harry Thompson 25,000 $1.16 $ 29,000.00
- ---------------------- ----------------- ---------------- ----------------------
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DISCLOSURE SCHEDULES
Schedule 3.2
Options, Warrants, Registration Rights, etc.
(i) Outstanding options, warrants, scrip, rights to subscribe for, puts, calls,
rights of first refusal, agreements, understandings, claims or other
commitments or rights of any character whatsoever relating to, or
securities or rights convertible into or exchangeable for any shares of
capital stock of the Company or any of its Subsidiaries
Options
Total number of outstanding options: approximately 3,563,198
Outstanding Warrants
Total number of outstanding warrants: 5,112,448
Put Agreements
Under the Asset Purchase Agreement, dated November 8, 1996 between AMNEX,
Inc. and Cresent Public Communications Inc., Coastal Telecom Payphone Company,
Inc., BEK TEL, Inc., Garden State Telephone Installation & Service Co., Inc. and
Brian King (collectively, the "Sellers") and subject to the terms thereof,
Sellers have the right to require AMNEX to buy back a certain amount of shares
based upon AMNEX having failed to file, and if AMNEX fails to file a
registration statement within specified time periods. In no event will the
amount of shares purchased exceed $3,000,000.
Commitments
See (ii)(10) of this Schedule 3.2
Securities Convertible in Common Stock
1. $15,000,000 8 1/2% Convertible Subordinated Notes due 2002. The Notes are
convertible at any time prior to maturity at an initial conversion price of
$2.7844 into 5,387,157 shares of common stock, plus an indeterminate amount
of shares based upon adjustments to the conversion price.
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2. Private Placement of 1,000 Shares of Series M Convertible Preferred Stock.
Under the Securities Purchase Agreement, dated as of December 24, 1997
between AMNEX, Inc. and Pangaea Fund Ltd., AMNEX issued 1,000 shares of
Series M Convertible Preferred Stock, convertible into shares of $.001 par
value common stock of AMNEX, Inc.
3. Private Placement of 750 Shares of Series M Convertible Preferred Stock.
Under the Securities Purchase Agreement, dated as of January 26, 1998
between AMNEX, Inc. and Fourteen Hill Capital, L.P., AMNEX issued 750
shares of Series M Convertible Preferred Stock, convertible into shares of
$.001 par value common stock of AMNEX, Inc.
Right of First Refusal
1. Private Placement of 1,000 Shares of Series M Convertible Preferred Stock.
Under the Securities Purchase Agreement, AMNEX, Inc. granted Pangaea Fund
Ltd. the right to participate, on a pro-rata basis, in any equity financing
offered by AMNEX for the one year period following the closing.
2. Stock Purchase Agreement dated as of January 14, 1998 between AMNEX, Inc.
and Granite Associates, L.P. Under the Stock Purchase Agreement granted
Granite Associates, L.P. the right to participate, on a pro-rata basis, in
offerings of securities offered by AMNEX, Inc., subject to certain
restrictions and conditions.
3. Stock Purchase Agreement dated as of January 16, 1998 among AMNEX, Inc.,
Victory Ventures LLC and Brae Group, Inc. Under the Stock Purchase
Agreement the Company granted Victory Ventures LLC and Brae Group, Inc. the
right to participate, on a pro-rata basis together with any other holder of
the Company's securities with similar preemptive rights, in offerings of
securities offered by AMNEX, Inc., subject to certain restrictions and
conditions.
4. Stock Purchase Agreement dated as of January 22, 1998 among AMNEX, Inc. and
Nicholas Forstmann Under the Stock Purchase Agreement the Company granted
Nicholas Forstmann the right to participate, on a pro-rata basis together
with any other holder of the Company's securities with similar preemptive
rights, in offerings of securities offered by AMNEX, Inc., subject to
certain restrictions and conditions.
5. Private Placement of 750 Shares of Series M Convertible Preferred Stock.
Under the Securities Purchase Agreement, AMNEX, Inc. granted Fourteen Hill
Capital, L.P. the right to participate, on a pro-rata basis, in any equity
financing offered by AMNEX for the one year period following the closing.
6. Stock Purchase Agreement dated as of January 26, 1998 among AMNEX, Inc. and
AMN Investments, Inc. Under the Stock Purchase Agreement the Company
granted Nicholas Forstmann the right to participate, on a pro-rata basis
together with any other holder of the
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Company's securities with similar preemptive rights, in offerings of
securities offered by AMNEX, Inc., subject to certain restrictions and
conditions.
<PAGE>
(ii) Registration Rights
1. HSBC Securities, Inc. ("HSBC") and Rausher Pierce & Clark ("RP&C").
In connection with the $15 million note offering, the Company issued
warrants to HSBC, the placement agent and RPC, the international sales
agent, for the purchase price 96,250 and 65,365 Common Shares,
respectively. HSBC and RPC were granted demand and piggyback registration
rights for the warrant shares.
2. National Operator Service, Inc. ("NOS").
Pursuant to an Equity Participation Plan for NOS, dated August 18, 1994,
NOS was issued 100,000 Common Shares and granted a warrant for the purchase
of 50,000 Common Shares. Pursuant to the Equity Participation Plan, NOS has
piggyback registration rights with respect to the shares and warrant
shares.
3. Wall Street Consultants, Inc. ("Wall Street").
On July 7, 1994, Wall Street was granted an option to acquire 50,000 Common
Shares and granted piggyback registration rights in the event of a sale by
the Company of Common Shares for cash.
4. Dominick & Dominick Incorporated ("Dominick").
On July 15, 1994, the Company granted to Dominick and certain of its
officers warrants for the purchase of 200,000 Common Shares and granted
piggyback registration rights in the event of a sale by the Company of
Common Shares for cash.
5. M.H. Myerson & Co., Inc. ("Myerson").
On July 15, 1994, the Company granted to Myerson warrants for the purchase
of 35,000 Common Shares and granted piggyback registration rights in the
event of a sale by the Company of Common Shares for cash.
6. Transaction Network Services Inc. ("TNS").
On April 3, 1996, the Company granted to TNS warrants for the purchase of
100,000 Common Shares and granted piggyback registration rights in the
event of a sale by the Company of Common Shares.
7. Coastal Communications of America ("Coastal Communications").
In connection with the acquisitions between December 1996 and March 1997 of
certain assets from Coastal Communications, the Company issued and
aggregate of 262,626 Common Shares and granted piggyback registration
rights in the event the Company filed a registration statement for the sale
by the Company of Common Shares for cash.
8. Capital Network System Inc. ("CNSI").
In connection with the Company's June 1996 acquisition of all of the
outstanding Common Shares of CNSI, the Company agreed in certain
circumstances to register the resale of (i) 4,099,086 Common Shares
acquired by the CNSI shareholders and (ii) 400,000 Common Shares underlying
certain warrants issued to them and granted CNSI shareholders piggyback
<PAGE>
registration rights in the event the Company files a registration statement
covering the sale by the Company of any securities for cash.
9. Robb, Peck, McCooey Clearing Corporation ("Robb, Peck").
The Company has agreed, upon demand, to file a registration statement with
the SEC covering the resale of an aggregate of 550,000 Common Shares
underlying certain warrants issued to Robb, Peck, and granted Robb, Peck
certain piggyback registration rights in the event the Company files a
registration statement covering the sale by the Company of Common Shares
for cash.
10. Teleplus, Inc.
In connection with the Company's August 1996 acquisition of certain assets
of Teleplus, the Company issued 526,168 Common Shares in January 1997,
agreed to issue an additional 526,168 Common Shares in January 1998, agreed
to register the resale of such Common Shares, and granted Teleplus
piggyback registration rights with respect to such Common Shares.
11. National Billing
In connection with the Company's September 1996 acquisition of 80% of the
outstanding Common Shares of NBE, the Company issued an aggregate of
550,725 Common Shares to the NBE shareholders, agreed to register the
resale of such Common Shares and granted the NBE shareholders piggyback
registration rights with respect to these shares.
12. Francesco Galesi
In connection with a Stock Exchange Agreement between the Company and
Francesco Galesi entered into in January 1997, the Company has agreed to
file a registration statement between July 1998 and October 1998 covering
the resale of an aggregate of 3,000,000 Common Shares that are either
outstanding (1,500,000) or are issuable pursuant to warrants granted to him
(1,500,000). In June 1997, the Company issued additional warrants to Mr.
Galesi for the purchase of up to 500,000 Common Shares which are to be
included in the registration statement to be filed between July 1998 and
October 1998.
13. Coastal Telecom Payphone Company, Inc. ("Coastal Telecom").
In connection with the Company's November 1996 acquisition of certain
assets of Coastal Telecom, Garden State Telephone Installation and Service
Co., Inc. and BEK Tel, Inc., the Company granted piggyback registration
rights with regard to the resale of 2,282,989 Common Shares. The
registration rights only apply to a sale of securities by the Company
14. $15,000,000 8 1/2% Convertible Subordinated Notes due 2002.
In connection with the Company's September 1997 sale of $15,000,000 8 1/2%
Convertible Subordinated Notes due 2002, the Company agreed to file a
registration statement within 90 days of the closing covering the sale of
the notes and underlying Common Shares and to use its reasonable best
efforts to cause the registration statement to be declared effective by the
SEC as soon as practicable but in any event within 180 days of the closing.
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15. Private Placement of 1,000 Shares of Series M Convertible Preferred Stock.
In connection with the Company's December 1997 sale of 1,000 shares of
Series M Convertible Preferred Stock (the "Series M Stock"), the Company
agreed to file a registration statement covering Common Stock issuable upon
(i) conversion of the shares of Series M Stock and (ii) exercise of
warrants (a) to purchase 40,000 shares of Common Stock issued to Pangaea
Fund Ltd. and (b) to purchase 20,000 shares of Common Stock issued to
Tanner Unman Securities and to use its reasonable best efforts to cause the
registration statement to be declared effective by the SEC within 90 days
of the closing.
16. Stock Purchase Agreement dated as of January 14, 1998 between AMNEX, Inc.
and Granite Associates, L.P. In connection with the Stock Purchase
Agreement, the Company agreed to use its best efforts to register the
shares of common stock issued to Granite Associates, L.P. on a registration
statement to be filed by AMNEX, Inc. on prior to January 29, 1998.
17. Stock Purchase Agreement dated as of January 16, 1998 among AMNEX, Inc.,
Victory Ventures LLC and Brae Group, Inc. In connection with the Stock
Purchase Agreement, the Company agreed to register the shares of common
stock issued to Victory Ventures LLC and Brae Group, Inc. on a registration
statement to be filed by AMNEX, Inc. on prior to January 29, 1998, or other
similar registration statement prepared by AMNEX, Inc. within 30 days of
the closing.
18. Stock Purchase Agreement dated as of January 22, 1998 among AMNEX, Inc. and
Nicholas Forstmann In connection with the Stock Purchase Agreement, the
Company agreed to register the shares of common stock issued to Nicholas
Forstmann on a registration statement to be filed by AMNEX, Inc. on prior
to January 29, 1998, or other similar registration statement prepared by
AMNEX, Inc. within 30 days of the closing.
19. Private Placement of 750 Shares of Series M Convertible Preferred Stock.
In connection with the Company's January 26, 1998 sale of 750 shares of
Series M Convertible Preferred Stock (the "Series M Stock"), the Company
agreed to file a registration statement covering Common Stock issuable upon
(i) conversion of the shares of Series M Stock and (ii) exercise of
warrants (a) to purchase 30,000 shares of Common Stock issued to Fourteen
Hill Capital, L.P. and (b) to purchase 15,000 shares of Common Stock issued
to Tanner Unman Securities and to use its reasonable best efforts to cause
the registration statement to be declared effective by the SEC within 90
days of the closing.
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20. Stock Purchase Agreement dated as of January 26, 1998 among AMNEX, Inc. and
AMN Investments, L.L.C. In connection with the Stock Purchase Agreement,
the Company agreed to register the shares of common stock issued to AMN
Investments, L.L.C. on a registration statement to be filed by AMNEX, Inc.
on prior to January 29, 1998, or other similar registration statement
prepared by AMNEX, Inc. within 30 days of the closing.
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(iii) Anti-dilution or price adjustment provisions contained in any
securities of the Company triggered by the issuance of the Common Stock of
the Company
None.
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Preemptive rights, etc.
See Rights of First Refusal.
<PAGE>
Schedule 3.9.1
Absence of Undisclosed Liabilities
On December 15, 1997, a billing dispute between the Company and AT&T regarding
the rates assessed pursuant to an agreement between Capital Network System, Inc.
("CNSI") and AT&T dated October 27, 1995 culminated in termination of certain
international telecommunications services provided by AT&T, including service to
Mexico. The Company is taking immediate action to restore service, with the
ultimate goal of entering into a service agreement which reflects current market
conditions and rates which are approximately 50% of rates charged by AT&T.
Although the Company has already restored service representing 50% of prior
revenues in Mexico, there is no guarantee the Company will be able to restore
service to the Caribbean, which represented approximately 10% of the total
international services previously provided by AT&T.
Additionally, the eventual resolution of the billing dispute between the Company
and AT&T may require the payment of past due sums in the amount of $1.2 million.
An additional sum of $3.6 million was the subject of dispute prior to the
acquisition of CNSI by the Company and is the subject of an indemnification
claim previously asserted.
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Schedule 3.9.2
Tax Returns
The following tax returns have not yet been filed. The federal tax return is
currently being reviewed by Ernst & Young and the state tax returns will be
filed upon completion of the E&Y review. During 1996 estimated federal and state
payments were made and hence no material liability exists related to these
unfiled tax returns.
1996 Income Tax Returns
Amnex, Inc.
Florida
Federal
New York
CNSI and ANEI:
All states except the following states for which we are not required to file:
South Dakota Alaska
Delaware Washington
Wyoming
Crescent:
New Jersey Pennsylvania
New York
AHE:
Alabama New York
California Oregon
Colorado Pennsylvania
Georgia Tennessee
Idaho Utah
Kentucky Virginia
Louisiana
Massachusetts
Mississippi
New Jersey
NBE:
California
Texas
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Schedule 3.10
No Material Adverse Change
The termination of certain telecommunication services by AT&T described more
fully in Schedule 3.7.1 may have adverse implications, although as of the date
of this Agreement, it is the opinion of management of the Company that alternate
sources of service will result in increased profit margins.
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Schedule 3.12
Litigation
1. D. Faye Manghir v. AMNEX, Inc. and American Network Exchange, Inc., Index
No. 603399/97, Supreme Court of the State of New York
On July 2, 1997, D. Faye Manghir, the holder of a 50% equity interest in the
joint venture company formed by Community Network Services, Inc., MicroTel
Communications Corp. and the Company (which holds the remaining 50% equity
interest), filed suit against the Company in the Supreme Court of the state of
New York. The suit alleges, among other things, that the Company made certain
misrepresentations and committed certain breaches under the joint venture
agreement among the parties, and seeks rescission of such agreement,
compensatory damages in the sum of $10,000.00, punitive damages in the sum of
$25,000,000, and attorneys' fees. The Company filed a motion to dismiss or in
the alternative to stay the proceeding pending arbitration and also a reply to
the plaintiff's response. Plaintiff has offered to settle this matter and the
Company is evaluating the offer.
2. Keystone Corporation, Coastal Telecom Payphone Co., Inc., BEK Tel. Inc.,
Garden State Telephone Installation & Service Co., Inc., National Telecom
USA, Inc., National Telecom Hospitality USA, Inc. and Brian E. King v.
AMNEX, Inc., American Network Exchange, Inc., Crescent Public
Communications Inc. and American Hotel Exchange, Inc., Index No. 97/604764,
Supreme Court o f the State of New York
On September 25, 1997, Brian King and his affiliates, National Telecom USA,
Inc., The Keystone Corporation, Coastal Telecom Payphone Company, Inc., BEK Tel,
Inc., Garden State Telephone Installation & Service Co., Inc. and National
Telecom Hospitality USA (collectively "National") filed suit against the Company
and its subsidiaries, American Network Exchange, Inc. ("ANWI"), Crescent Public
Communications Inc. ("Crescent") and American Hotel Exchange, Inc. alleging
breaches of various contracts, negligence, misappropriation of trade secrets,
conversion of various assets, fraud, negligent misrepresentations and promissory
estoppel, and seeking rescission of certain claims, specific performance of
other claims, damages in the amount of $6,300,000, punitive damages and
attorneys' fees. On September 30, 1997, the Company and National reached an
agreement of settlement of certain of the claims. Pursuant to this settlement,
on September 30, 1997, the Company paid National $1,000,000 in cash and
delivered a note in the principal amount of $840,000 (the "National Note").
Thereafter, the Company filed a motion to dismiss and compel arbitration or, in
the alternative, to stay pending arbitration and also a reply to plaintiffs'
response.
The plaintiffs also attempted to obtain a temporary restraining order and then a
permanent injunction to stop the Company from (i) reducing temporarily their
weekly payments to reflect accrued billing and related interest costs associated
with their traffic and (ii) increasing the charge for the underlying unbundled
services the Company provides for them. The TRO was denied after oral argument.
To date, no decision has been made on the permanent injunction.
<PAGE>
3. Robert A. Rowland vs. AMNEX, Inc. and Capital Network System, Inc.
("CNSI"), No. 97-07955, District Court of Travis County, Texas
In connection with the Company's June 1996 acquisition of Capital Network
System, Inc. ("CNSI"), CNSI issued a promissory note in favor of Robert A.
Rowland (the "Rowland Note"), a principal shareholder of the Company, in the
principal amount of $1,197,700 payable on July 31, 1997, with interest due on
the unpaid principal balance at a rate of 10.5% per annum. On July 11, 1997, Mr.
Rowland filed this suit. He assets several causes of action against the Company,
including enforcement of an alleged settlement agreement regarding
indemnification claims, and seeks damages in the amount of the principal and
interest due under the Rowland Note, attorneys' fees and exemplary damages in an
unstated amount. The causes of action asserted by Mr. Rowland against CNSI
relate to monies allegedly due under a consulting agreement, and damages claimed
include attorneys' fees. The Company is planning to appeal the denial of its
motion to compel arbitration and plea to abate the action and has asserted as an
affirmative defense a fraud claim against Mr. Rowland.
4. Derivative Claims Threatened by Robert A. Rowland
On August 11, 1997, the Company received a letter from counsel to Mr. Rowland
which demanded that the Board of Directors conduct an investigation into certain
matters, specifically (i) the propriety of certain transactions with Mr. Galesi
and (ii) possible mismanagement of the Company. Counsel to Mr. Rowland demanded
that suit be brought against any officer or Director of the Company for
wrongdoing, fraud, breach of fiduciary duty, self dealing, gross mismanagement
or under any other theory of liability and further stated that if his demand is
refused, Mr. Rowland will take appropriate action, including possibly a
shareholder's derivative action. On August 29, 1997, the Company advised counsel
to Mr. Rowland that the outside Directors of the Company have been requested to
investigate the assertions made.
5. Arbitration Award
A number of disputes between the Company and John Kane, a former employee, were
decided by an arbitration panel on December 8, 1997. The Company expects that
Mr. Kane will take steps to have his award in the amount of $138,704.11
confirmed by a court.
6. Dolphin USA, Inc. v. Capital Network System, Inc. and American Network
Exchange, Inc., Case No. 96-49931, District Court of Harris County, Texas
On September 30, 1996, Dolphin USA, Inc. ("Dolphin") brought suit against the
Company's affiliates ANEI and CNSI. The suit is based primarily on an alleged
breach of contract for the provision of long distance service. Dolphin has
requested damages in the amount of approximately $2,000,000. ANEI and CNSI have
counterclaimed for the $30,000 unpaid balance of a promissory note, which claim
is undisputed. The parties are currently engaged in discovery and the case is
currently scheduled for mediation in early February 1998 and trial in April
1998.
<PAGE>
7. Midcom Communications, Inc. v. Fulfillment Enterprises, Inc. and Capital
Network System, Inc., Arbitration Hearings, Case No. 75 199 257 96
On July 24, 1997, Midcom Communications, Inc. filed a lawsuit against
Fulfillment Enterprises, Inc. ("FEI"), a CNSI subsidiary which AMNEX did not
acquire, and CNSI. Midcom alleges CNSI is jointly and severally liable for
monies due for services provided to FEI by Midcom. Midcom claims that FEI
assigned all of its obligations under a contract between Midcom and FEI to CNSI,
an alleged "affiliate" of FEI, or, alternatively, that FEI and CNSI were a
single business enterprise thereby making CNSI liable for the outstanding
invoices, totaling about $200,000.00. CNSI has filed a general denial.
8. Scorpion Enterprises, Inc. d/b/a the Wine Cellar, USA Car Rental, Auto
Security & Sound and LA Dam Limo v. Coin-Tel Communications, National
Telecom USA, Inc., Coastal Telecom Payphone, Inc., John Doe, Richard Roe,
ABC Company and DEF Corp., Docket No. UNN-L-5628-97, Superior Court of New
Jersey Law Division: Union County
Crescent acquired the assets of Coastal Telecom Payphone, Inc. ("Coastal") in
1996. This is a suit for recovery of back commissions in the total amount of
$41,000.00 allegedly owed by Coastal. The alleged liability both predates and
postdates the closing of the Coastal/Crescent transactions. To date, the Company
has not been properly served with this lawsuit.
9. James Bruen, on his own behalf, and on behalf of all persons similarly
situated, and on behalf of the general public v. Asia Pacific Telecom,
National Business Exchange, Inc., Pacific Bell, MCI Communications
Corporation and Docs I through XX. No. 985470, Superior Court of the State
of California, County of San Francisco.
NBE provides billing and collection services for various telecommunications
companies based on information provided by those companies. This is a class
action suit for injunction, restitution and other relief filed against NBE and
certain other parties concerning the wrongful billing of charges (a total of
$59.85) for Internet services, which charges the Plaintiff states were not
properly authorized. Plaintiff alleges a violation of the Consumer Legal
Remedies Act, unfair business practices, intentional misrepresentation, and
negligent misrepresentation. The only prayer for judgment affecting the Company
is that NBE be enjoined from seeking to collect monies from members of the class
on behalf of Asia Pacific, its former client.
10. Keith Maydak, as assignee for Zankle Worldwide Telecom Group, Inc. (d/b/a
Mr. Gickles, Inc.) v. American Network Exchange, Inc., Case No. 1309 C.D.
1996, Court of Common Pleas of McKeon County, Pennsylvania, Civil Division
ANEI entered into a contract to provide telecommunications services with a
company doing business as Mr. Gickles, Inc. The Company's fraud department
determined that there were massive fraud on the account. The contractual
relationship was terminated and no additional commissions were paid. Some years
later, Keith Maydak, a former office of Mr. Gickles, filed suit against ANEI in
Pennsylvania. The initial claim made in the lawsuit was for $6,883.94. However,
Mr. Maydak has now increased his claim to $1 million. Eventually, the Company
prevailed on a motion to dismiss. Mr. Maydak has appeal the dismissal.
<PAGE>
11. Pennsylvania Public Commission ("PUC"), Informan Investigation Number
97.0145
In the third quarter of 1997, the PUC initiated an informan investigation into
two limited aspects of the Company's operator services operations in that state.
In response, ANEI has provided certain information and voluntarily ceased
charging a set use fee on certain local exchange carrier-owned payphones. Given
its voluntary actions, the Company does not expect that resolution of the
investigation will have a material adverse effect on its operations.
12. Default
Letter dated January 13, 1998 from Greenstein, DeLorme & Luchs, P.C., counsel to
the property manager to AMNEX, Inc., as tenant, in regard to leased premises
located at 1220 L Street, N.W., Washington, D.C. (the "Washington Site"). The
letter states that a suit has been instituted in the Landlord and Tenant Branch
of the Civil Division of the Superior Court of the District of Columbia. AMNEX
no longer maintains assets or operations at the Washington Site. On an
accelerated basis, the total sum of payments due under the lease is
approximately $15,00.
13. Summit Capital Corp. v Capital Network, Inc. No. CV98-00188, Superior Court
of the State of Arizona
The suit is for all default remedies available under an equipment lease,
including the sum of $236,148 for lease payments on an accelerated basis
<PAGE>
Schedule 3.13.1
Government Approvals
See item 11 on Schedule 3.12
<PAGE>
Schedule 3.19
Environmental Matters
None.
<PAGE>
Schedule 3.20
Title to Property
1,000 shares of common stock of Capital Network System, Inc. were pledged to
Sirrom Capital Corporation on June 28, 1996 as security for a $2,000,000 loan.
<PAGE>
EXHIBIT 2.1
SCHEDULE OF PURCHASERS
- ------------------------ --------------- ---------------- ---------------------
Shares Price per Aggregate
------ --------- ---------
Investor Purchased Share Purchase Price
- -------- --------- ----- --------------
- ------------------------ --------------- ---------------- ---------------------
Alan Rossi 172,413 $1.16 $199,999.08
- ------------------------ --------------- ---------------- ---------------------
Francesco Galesi 164,414 $1.16 $190,720.24
- ------------------------ --------------- ---------------- ---------------------
Cynthia Terrell 108,000 $1.16 $125,280.00
- ------------------------ --------------- ---------------- ---------------------
Peter M. Izzo, Jr. 43,103 $1.16 $ 49,999.48
- ------------------------ --------------- ---------------- ---------------------
A. Jones Yorke 25,000 $1.16 $ 29,000.00
- ------------------------ --------------- ---------------- ---------------------
Harry Thompson 25,000 $1.16 $ 29,000.00
- ------------------------ --------------- ---------------- ---------------------
<PAGE>
EXHIBIT 2.4
OPINION OF COMPANY COUNSEL
Incoproated by reference to Exhibit 4.10 of Exhibit 10.5 to the Registrant's
Current Report on Form 8-K dated December 24, 1997
<PAGE>
EXHIBIT 4.10
REGISTRATION RIGHTS AGREEMENT
Incorporated by reference to Exhibit 10.2 to the Registrant's Current Report on
Form 8-K dated December 24, 1997.
<PAGE>
EXHIBIT 7.6
ADDRESSES FOR NOTICES
AMNEX, Inc.
6 Nevada Drive
Lake Success, NY 11042
Attention: Chief Executive Officer
Facsimile: (203) 629-8959
Alan Rossi
36 Oak Street
Greenwich, CT 06831
Francesco Galesi
River House
435 East 52nd Street
New York, NY 10021
Cynthia Terrell
11050 Glenbrook Lane
Indian Head Park, IL 60525
Peter M. Izzo, Jr.
805 Meadow Beach Road
Cucthogue, NY 11935
A. Jones Yorke
20 Exchange Place, 19th Floor
New York, NY 10005
Harry Thompson
169 East 78th Street
New York, NY 10022
