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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
April 5, 2000
Date of Report (Date of earliest event reported)
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eVentures Group, Inc.
(Exact name of Registrant as Specified in Charter)
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Delaware 33-19435 75-2233445
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(State or Other (Commission (IRS Employer
Juris. of File Number) Identification
Incorporation) No.)
300 Crescent Court, Suite 800
Dallas, Texas 75201
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(Address of Principal
Executive Offices)
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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<PAGE>
Item 7 Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Press Release dated April 5, 2000.
<PAGE>
SIGNATURE
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.
Date: April 6, 2000 eVentures Group, Inc.
By: /s/ Stuart Chasanoff
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Name: Stuart Chasanoff
Title: Senior Vice President,
Corporate Development and
Legal Affairs
Contact: Thomas P. McMillin
Joseph Jaffoni, Stewart Lewack
eVentures Group, Inc.
Jaffoni & Collins Incorporated
214/777-4100
212/835-8500; [email protected]
eVENTURES GROUP COMPLETES $58.5 MILLION STRATEGIC PRIVATE PLACEMENT
WITH LIBERTY MEDIA, CHASE CAPITAL PARTNERS, GOLDMAN SACHS, THE
BLACKSTONE GROUP, FIRST UNION CAPITAL PARTNERS, AND OTHERS
VETERAN MEDIA AND COMMUNICATIONS EXECUTIVE JEFFREY A. MARCUS
NAMED CHAIRMAN AND CHIEF EXECUTIVE OFFICER
DALLAS, Texas, April 5, 2000 - eVentures Group Inc. (OTC BB:EVNT), a leading
Internet communications company focused on developing next-generation
infrastructure, products and service companies, today completed a $58.5 million
private placement consisting of approximately 2.5 million shares of restricted
common stock with a strategic investor group including Liberty Media Group
(NYSE:LMGa), Chase Capital Partners (NYSE:CMB), Goldman Sachs (NYSE:GS), The
Blackstone Group, First Union Capital Partners, Brazos Investment Partners,
Maverick Capital, Edgewater Funds, Mellon Ventures and Paul Capital Partners. In
conjunction with the transaction, the Company also named 33-year media and
communications industry veteran, Jeffrey A. Marcus, 53, as Chairman and CEO,
effective immediately.
Proceeds from the private placement will be used for working capital purposes
and to develop and expand eVentures' portfolio of investments in companies
utilizing the Internet to provide unique and innovative communications, products
and services. Since its formation last year, the Company has rapidly assembled a
portfolio of synergistic business units and emerged as a leader in the area of
communications via the Internet.
Mr. Marcus, former CEO of AMFM Inc. (NYSE:AFM) (previously named Chancellor
Media) and founder, Chairman and CEO of Marcus Cable, assumes the eVentures
Group Chairmanship from long-time communications executive Fred A. Vierra, who
most recently served as Chief Executive Officer of TCI International. Mr. Vierra
will now become Vice Chairman of the Board.
Barrett N. Wissman, eVentures' co-founder and past CEO, will remain as
President, guiding the Company's evolution, identifying new investments and
overseeing the operations of portfolio companies. As Chairman and CEO, Mr.
Marcus will be responsible for the strategic direction of the Company, the
development and implementation of its operations and investment strategy, and
relationships with the financial community.
Additionally, former AMFM Inc. and Marcus Cable executive Thomas P. McMillin,
38, has been appointed Executive Vice President, and is soon expected to be
named Chief Financial Officer. He will direct the Company's accounting, finance
and investor relations activities, and be responsible for building its investor
and financial community relationships. Former AMFM Inc. and Marcus Cable
executives Daniel J. Wilson and Chad E. Coben have been named Senior Vice
Presidents with responsibilities for corporate development, as have Stuart J.
Chasanoff, who serves as the Company's General Counsel, and Olaf
Guerrand-Hermes, a Director and co-founder of the Company, who will leave the
Board to establish eVentures' New York office. Messers. Guerrand-Hermes,
Chasanoff, Wilson and Coben will work closely with Barrett Wissman to source
business opportunities, accelerate their development and build synergies with
other eVentures companies.
Jeffrey A. Marcus commented, "eVentures is the leading publicly traded Internet
communications firm dedicated to networks, infrastructure and services. Our
portfolio of companies will emerge as leaders in their respective businesses and
provide a significant first-mover presence in next-generation networks, enabling
technologies, end-user applications and support services."
eVentures invests in Internet communications businesses at the early- to
mid-stages of development which operate in dynamic markets, provide a
sustainable and recurring revenue model, have the potential to quickly achieve
financial independence and create synergies with other portfolio companies.
eVentures provides its family of companies with key operational resources,
strategic advice and financial assistance to nurture their growth.
"We are delighted by the support of our new strategic investors, all of whom
bring to eVentures valuable relationships, influence and a long-term stake in
our Company's future," Mr. Marcus continued. "We look forward to their
involvement and the opportunity to share deal flow and jointly participate in
new ventures."
eVentures Group portfolio companies and investments include:
- - AxisTel Communications and e.Volve Technology Group, providers of high
quality voice, video and data transmission services over private Internet
Protocol (IP) and Asynchronous Transfer Mode (ATM) networks
(www.axistel.com);
- - Internet Global Services, a facilities-based Internet telephony provider
which offers ISP and virtual ISP services, web design and hosting,
broadband access and long distance services to independent, local and
regional ISPs (www.iglobal.net);
- - PhoneFree.com, a communications portal offering PC-to-PC and PC-to-Phone
communications, which currently has approximately 780,000 unique visitors
per month according to Media Metrix (www.phonefree.com);
- - Innovative Calling Technologies, an automated operator services provider;
- - Callrewards.com, a B2C rewards-based Internet telephony portal offering
free PC-to-phone calls (www.callrewards.com);
- - Fonbox, a provider of unified messaging products for the Latin American
market (www.lineabox.com); and,
- - Launch Center 39, a Silicon Alley-based incubator for Internet and new
media start-ups (www.lc39.com).
Mr. Marcus added, "Demand for faster, cheaper and more efficient Internet
communications is growing exponentially. With a rapidly growing portfolio of
IP-centric network solutions, cutting-edge technologies and applications, and
strong relationships in the communications business, eVentures is well
positioned to participate in this paradigm shift. We expect to play a
significant role in this rapidly evolving market, both in the United States and
abroad."
Commenting on Mr. Marcus' appointment, Fred Vierra said, "All of us on the Board
of Directors are excited to work with our expanded management team, and
especially my former cable industry colleague, Jeff Marcus, who brings to
eVentures a long and proven track record of building large, successful
companies. Jeff's ability to both envision and execute strategy, his industry
and investment community relationships, and his desire to accelerate eVentures'
growth will be tremendous assets to the Company going forward. We welcome him as
both an investor and a key member of our management team and board."
Barrett Wissman added, "Jeff, Tom, Dan and Chad provide eVentures with a deep
and proven management team which will enable us to build on our past success and
take the Company to the next level. With strong backgrounds in finance,
corporate development and management, they will accelerate our ability to source
and execute new investment opportunities, as well as provide the expertise to
unlock the inherent value in our subsidiaries and affiliates."
ABOUT EVENTURES GROUP, INC.
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.eventuresglobal.com).
This press release includes statements regarding eVentures' business strategy,
plans and objectives which are "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities and Exchange Act of 1934, as amended. Although eVentures believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to be.
Numerous factors, including those set forth in the Company's periodic and other
filings with the Securities and Exchange Commission, could cause actual results
to differ materially from eVentures Group's expectations.
- Management Biographies to Follow -
JEFFREY A. MARCUS
Jeffrey A. Marcus, a 33-year media and communications industry veteran, serves
as Chairman and Chief Executive Officer of eVentures Group Inc. In this
capacity, he is responsible for the strategic direction of the Company, the
development and implementation of its investment strategy, the development of
its portfolio companies, and relationships with the financial community.
Mr. Marcus was most recently the founder of Marcus & Partners, a Dallas-based
venture capital firm formed in 1999. He was previously the President and Chief
Executive Officer of AMFM Inc. (formerly Chancellor Media Corporation)
(NYSE:AFM), one of the nation's largest radio broadcasting companies which at
the time had over 460 radio stations in over 100 markets reaching over 60
million weekly listeners.
Prior to Chancellor Media, Mr. Marcus founded and served as Chairman and Chief
Executive Officer of Marcus Cable Company, which before its sale to Microsoft
co-founder Paul G. Allen for $3.3 billion in 1998, grew from 15,000 subscribers
to become the nation's largest privately held cable television operator serving
approximately 1.3 million customers and employing more than 2,500 individuals.
Prior to forming Marcus Cable, he founded Marcus Communications, Inc., a cable
television company which he later merged into Western Tele-Communications, a
microwave transmission/cable company affiliated with TCI. He served as Chairman
and Chief Executive Officer of the merged company, WestMarc Communications,
Inc., until 1988. Prior to WestMarc, he co-founded Communications Equity
Associates, a media brokerage company, in 1976.
Mr. Marcus is a director of Brinker International (NYSE:EAT), BroadbandNow and
LIN Television Corporation. He previously served as a director of Chancellor
Media Corporation (NYSE:AFM), Marcus Cable Properties, the National Cable
Television Association (serving as its Treasurer), C-Span, Cable Labs, Cable
Television Advertising Bureau, North Texas Public Broadcasting, Mandeville Cable
Partners, and Intercable Venezuela. He is a minority owner of the Texas Rangers
Baseball Club and of the Dallas Stars Hockey Club. He also serves on the boards
of Trinity College at Duke University and of Columbia College at Columbia
University. Mr. Marcus received a Bachelor of Science Degree in Economics from
the University of California - Berkeley.
THOMAS P. McMILLIN
Tom McMillin serves as Executive Vice President of eVentures. In this capacity,
he will direct the Company's accounting, finance and investor relations
activities, and will be responsible for building its bank and financial
community relationships. Mr. McMillin was previously a co-founder of Marcus &
Partners. Prior to forming Marcus & Partners, he served as Senior Vice President
and Chief Financial Officer of AMFM Inc. (formerly Chancellor Media
Corporation), one of the largest radio broadcasting companies in the United
States with revenue of $2.1 billion. Prior to joining Chancellor, Mr. McMillin
served as Executive Vice President and Chief Financial Officer of Marcus Cable,
which at the time was the nation's ninth largest cable company, where together
with other members of the senior management team he grew the Company more than
five-fold. With a customer base of more than 1.3 million, Marcus Cable was sold
in 1998 to Paul G. Allen in a transaction valued at $3.3 billion. Prior to
joining Marcus Cable, Mr. McMillin worked for seven years with Crown Media, a
subsidiary of Hallmark Cards, Inc., and Cencom Cable Associates in various
finance and corporate development positions. Before entering the cable industry,
Mr. McMillin served for four years with Arthur Andersen & Co., certified public
accountants. Mr. McMillin was formerly a member of the Board of Directors of
Marcus Properties, Inc. and is currently a member of the board of I-soft, Inc.
He received his Bachelor of Science Degree in Accountancy from the University of
Missouri at Columbia.
OLAF GUERRAND-HERMES
Olaf Guerrand-Hermes is a Senior Vice President, Corporate Development for
eVentures. He has been investing privately in Europe and in the United States
since the early 1990s, and is currently a Managing Partner at Blue Growth
Capital, LLC, a New York-based investment partnership. Prior to organizing Blue
Growth, Mr. Guerrand-Hermes was Managing Director of International Equities at
The Athena Group, a private international investment management company, where
he was primarily responsible for international projects and raising equity
capital for proposed investments. Before joining The Athena Group, he was Vice
President at Nomura Securities International, Inc., specializing in structured
finance products such as commercial mortgage-backed securities. Prior to The
Athena Group, he was an associate with Sullivan & Cromwell, where he was
involved in a variety of international transactions including public offerings
and private placements in the U.S. by European and other foreign companies and
governments. Mr. Guerrand-Hermes is a board member of Hermes-Sellier, a member
of the New York bar, a graduate of New York University School of Law and holds
two masters degrees from the University of Pantheon-Assas (Paris II) in Paris,
France.
STUART J. CHASANOFF
Stuart Chasanoff is a Senior Vice President, Corporate Development and Legal
Affairs for eVentures. He was previously Vice President of Business Development,
Secretary and General Counsel of eVentures Group. Prior to joining eVentures, he
was Senior Vice President and General Counsel to HW Partners, where he assisted
the principals in developing investments in the telecommunications, high
technology manufacturing, entertainment and retailing industries. Between 1990
and 1994, and again in 1996, he was an associate corporate attorney with the New
York office of White & Case LLP, where he specialized in mergers and
acquisitions, capital markets, corporate reorganizations and financial services.
He has also served as in-house counsel at PepsiCo., Inc. and as a director of
various companies in the discount retailing and leisure industries. Mr.
Chasanoff is a member of the New York bar, a cum laude graduate of Fordam
University School of Law and a 1987 graduate of the University of Virginia.
DANIEL J. WILSON
Dan Wilson is a Senior Vice President, Corporate Development for eVentures, and
was previously a co-founder of Marcus & Partners. He was formerly Vice President
of Strategic Development of Chancellor Media Corporation (now AMFM Inc.), where
he specialized in the development of, and investment in, "new media" businesses
ancillary to Chancellor Media's core operating units. Prior to joining
Chancellor Media, Mr. Wilson served for four years in various financial
positions at Marcus Cable, most recently as Senior Vice President - Finance and
Corporate Development where he was instrumental in the completion of $5.5
billion of merger/acquisition transactions. Prior to joining Marcus Cable, Mr.
Wilson served for three years in various positions at Crown Media, Inc.,
including as Director of Finance and Development and as Director of Regulatory
Affairs, and for four years in various positions at Cencom Cable Associates,
Inc., including Director of Finance and Development. He joined Cencom from
Arthur Andersen & Co., certified public accountants, where he spent
approximately three years in the Accounting and Audit practice. Mr. Wilson was
formerly a member of the Board of Directors of Marcus Cable Properties, Inc. He
received his Bachelor of Science in Business Administration, cum laude, with
majors in Finance and Accounting from Saint Louis University.
CHAD E. COBEN
Chad Coben is a Senior Vice President, Corporate Development for eVentures, and
was previously a co-founder of Marcus & Partners. He is formerly the Director of
Strategic Development of Chancellor Media Corporation (now AMFM Inc.) where he
specialized in the acquisition and divestiture of outdoor advertising related
businesses and strategic new business investments, including ten transactions
with an aggregate value of approximately $1.0 billion. Prior to Chancellor
Media, Mr. Coben was the Director of Corporate Development at Marcus Cable where
he was instrumental in the completion of ten merger/acquisition transactions
with a value in excess of $3.5 billion. Mr. Coben joined Marcus Cable from
NationsBank, where he served as a Vice President and Client Manager in the Media
and Communications Finance Group. In that capacity, Mr. Coben was responsible
for originating investment banking and corporate lending business for companies
in the cable, radio and television broadcasting, publishing, broadcasting
content, wireless and wireline communications, and telecommunications equipment
manufacturing industries. Mr. Coben received his Bachelor of Arts in Economics
at the University of Texas at Austin and his Masters in Business Administration
from the Cox School of Business at Southern Methodist University.
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