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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
May 4th, 2000
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Date of Report (Date of earliest event reported)
eVentures Group, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 33-19435 75-2233445
(State or Other Jurisdiction of Commission File (I.R.S. Employer
Incorporation or Organization) Number Identification No.)
300 Crescent Court, Suite 800
Dallas, Texas 75201
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(Address of Principal Executive Offices) (Zip Code)
214-777-4100
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Registrant's telephone number, including area code
One Evertrust Plaza, 8th Floor
Jersey City, New Jersey 07302
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(Former Name or former Address, if Changed Since Last Report)
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Item 5. Other Events.
On May 4th, 2000, we completed a $13 million investment in
PhoneFree.com, Inc. (formerly known as i2v2.com, Inc.). We purchased a total of
1,856,199 shares of newly-issued Series A Cumulative Convertible Preferred Stock
of PhoneFree in exchange for cash of $10 million and the cancellation of
$3,035,671 of indebtedness owed by PhoneFree to us under our March 2nd, 2000
bridge loan to PhoneFree. The PhoneFree preferred stock that we purchased
carries a 7% cumulative dividend, is convertible into 1,856,199 shares of
PhoneFree common stock, and votes with the PhoneFree common stock on all
matters. We also received the right to appoint an additional director to the
board of directors of PhoneFree. As part of our investment in PhoneFree, we also
received a four-year warrant to purchase 100,000 shares of PhoneFree common
stock at $7.11 per share.
The general terms of PhoneFree.com's private placement were announced
in a press release dated May 11, 2000, a copy of which is filed as an exhibit to
this Report and is incorporated by reference into this Report as if set forth
herein.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits.
99.1 Press Release, dated May 11, 2000.
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Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, hereunto duly authorized.
eVentures Group, Inc.
May 11th, 2000
By /s/ STUART J. CHASANOFF
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Name: Stuart J. Chasanoff
Title: Senior Vice President, Corporate Development and Legal Affairs.
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release, dated May 11, 2000.
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EXHIBIT 99.1
FROM: PhoneFree.com.
New York, NY 10013
The MWW Group
Public Relations - Tel. (201) 507-9500
Contact: Matt Messinger ([email protected])
Dean Mastrojohn ([email protected])
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FOR IMMEDIATE RELEASE
PHONEFREE.COM COMPLETES $42 MILLION ROUND OF FINANCING
INVESTOR GROUP LED BY BLACKSTONE CAPITAL PARTNERS AND
eVENTURES GROUP, INC.
NEW YORK, NY - May 11, 2000 - PhoneFree.com, the leader in free global
Internet telephony services including free voice mail, video mail, video
calling, teleconferencing and free PC-to-PC calling, today completed a round of
funding valued at $42 million. Proceeds from the financing will be used to
further expand PhoneFree's high growth business in the areas of customer
acquisition, product development and systems scalability.
The financing is led by Blackstone Capital Partners III, along with
original investor eVentures Group, Inc. (OTC BB:EVNT), which is adding to its
existing stake in PhoneFree.com. Additional investors include Millennium
Technology Ventures, L.P., EFO Holdings, LP, Cain Capital, LLC, Brazos
Investment Partners, LLC, Activated Communications, L.P., and TeKBanC Limited.
"The closing of this funding round allows PhoneFree.com to continue
developing innovative services that will provide the most enjoyable and
rewarding online communications experience for our growing user base," said Jan
Robert Horsfall, President and CEO of PhoneFree.com. "The support of
Blackstone, eVentures and others is a great endorsement of our business model
and our leadership in Internet voice and video communications."
"Voice communication over the Internet is growing at a tremendous rate
and we believe that PhoneFree.com will emerge as an industry leader as a result
of their strong management team, rapidly growing user base and superior products
and services package," said Mark Gallogly, President and CEO of Blackstone
Communications Advisors.
"As the original investor in PhoneFree.com, we continue to believe in
their revolutionary mission and approach to this business," said Jeff Marcus,
Chairman and CEO eVentures Group, Inc., the largest institutional shareholder of
PhoneFree.com. "Our additional investment will help provide the capital needed
to further increase the wide array of PhoneFree's communications and commerce
services on a global basis."
PhoneFree.com is a leading interactive multimedia communications
company offering innovative Internet phone service. The Company has a user count
that has grown over 140% from the beginning of the year and now totals over one
million users. The Company's proprietary Internet-based software provides
consumers with trusted, easy-to-use, state-of-the-art and free PC-to-PC calling
anywhere in the world. The service also provides for free voice mail, video
mail, video calling and teleconferencing. PhoneFree.com is led by a group of
Internet visionaries which includes the marketing team that catapulted Lycos
into a leading online destination and household name. PhoneFree.com's
software can be easily and quickly downloaded by going to the company's Web site
at www.phonefree.com.
The Blackstone Group is a private investment bank based in New York
City. It was founded in 1985 by its Chairman, Peter G. Peterson, and its
President and CEO, Stephen A. Schwarzman. Blackstone is a leader in private
equity investing, and is currently in the process of investing its Blackstone
Capital Partners III fund, which represents approximately $4 billion of equity
capital. The Blackstone Group is also engaged in five other business areas
including Mergers and Acquisitions Advisory, Restructuring and Reorganization
Advisory, Private Equity Real Estate Investing, Private Mezzanine Investing and
Liquid Alternative Asset Investing.
eVentures focuses on investing in, operating and developing Internet
communications companies that provide next-generation infrastructure, products
and services including network solutions, user interfaces, support services and
enabling technologies. Visit the Company's Web site at (www.evnt.com).
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