EVENTURES GROUP INC
8-K, 2000-06-27
RADIOTELEPHONE COMMUNICATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    Form 8-K

                                 Current Report
                         Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                                  June 20, 2000
                Date of Report (Date of earliest event reported)

                              eVentures Group, Inc.
               (Exact name of Registrant as Specified in Charter)

   Delaware                         0-28579                      75-2233445
---------------                   -----------                -------------------
(State or Other                   (Commission                   (IRS Employer
Jurisdiction of                   File Number)               Identification No.)
 Incorporation)

                          300 Crescent Court, Suite 800
                               Dallas, Texas 75201
                          -----------------------------
                              (Address of Principal
                               Executive Offices)

                                  214-777-4100
                                 --------------
                         (Registrant's telephone number
                              including area code)

                                (Not Applicable)
                         (Former Name or Former Address,
                          if Changed Since Last Report)

================================================================================
<PAGE>

Item 5.   Other Events

     On June 20, 2000 we entered into (i) an Amended and Restated IRU  Agreement
with Qwest  Communications  Corporation  ("Qwest"),  (ii) a Payment  Letter with
Qwest and (iii) a Common Stock Subscription  Agreement and related  Registration
Rights  Agreement  with an affiliate of Qwest.  The  cumulative  effect of these
agreements  was a  resolution  of our  previously  disclosed  dispute with Qwest
regarding an IRU purchased by us from Qwest on September 30, 1999. We paid Qwest
$7,500,000 of cash and issued to Qwest 421,462 shares of our common stock valued
at  $7,500,000.  We also issued  95,871 shares of our common stock to Qwest as a
prepayment of certain ongoing charges under the IRU agreement.

Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

          (a)  Financial Statements

               None.

          (b)  Pro Forma Financial Information

               None.

          (c)  Exhibits

               99.1 Press Release dated June 26, 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:  June 26, 2000                 eVentures Group, Inc.


                                     By:/s/Stuart Chasanoff
                                        ----------------------------------------
                                        Name:   Stuart Chasanoff
                                        Title:  Senior Vice President, Corporate
                                                Development and Legal Affairs
<PAGE>

                                Index to Exhibits

99.1      Press Release, dated June 26, 2000.


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