SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) JANUARY 15, 1997
LOGIPHONE GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
DELAWARE 33-19324 75-0223079
(STATE OF OTHER JURIS- (COMMISSION (IRS EMPLOYER
DICTION OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
607 WEST BROADWAY, SUITE 247, FAIRFIELD, IOWA 52556
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (515) 469-3044
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
CORPDAL:60596.1 26308-00002
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ITEM 5. OTHER EVENTS
On October 8, 1996, Logiphone Group, Inc. (the "Company") entered into
a Strategic Alliance Agreement with RADLINX, LTD of Tel Aviv, Israel (the
"RADLINX Agreement"), pursuant to which the Company agreed to purchase from
RADLINX certain fax-over-the-internet equipment. The RADLINX Agreement was
described in a Form 8-K, dated November 1, 1996 of the Company (the "November
8-K").
On January 15, 1997, the RADLINX Agreement was terminated. The Company
made no purchases of equipment under the RADLINX Agreement, nor did it pay any
of the $1,000,000 required to acquire the option described in the November 8-K.
The Company's fax-over-the- internet business is dependent upon obtaining an
adequate supply of fax-over-the-internet equipment. Since the Company was
relying exclusively on RADLINX to provide such equipment, the Company currently
is without a supplier of equipment for this segment of the Company's business
and is unable to implement this aspect of its business plan at this time. The
Company is continuing to conduct its international resale business in the
Netherlands (as discussed in the November 8-K), which was not affected by the
termination of the RADLINX Agreement.
The Company still has an interest in pursuing the fax-over-the-internet
business. Toward that end, the Company has contacted an alternative supplier of
fax-over-the-internet equipment, but there is no assurance that the Company will
be able to acquire suitable equipment from that or any other alternative
supplier. If the Company is able to acquire suitable equipment from an
alternative supplier, there is no assurance as to whether the terms for
acquiring the equipment will be more or less favorable than under the RADLINX
Agreement.
While the Company is pursuing opportunities to obtain equipment so that
it may implement the business plan to enter the fax-over-the-internet business,
there is no assurance that the Company will enter into that business. In its
discussions with financing sources in an effort to implement the RADLINX
Agreement, the Company considered various means in which to conduct a
fax-over-the-internet business. If the Company pursues this opportunity, the
Company may conduct the business directly or through a wholly-owned subsidiary.
Alternatively, it may form a joint venture with one or more third parties or
utilize another entity in which the Company and other third parties share
ownership.
If the Company should enter into the fax-over-the-internet business, it
would expect that, in addition to the other competitors described in the
November 8-K, RADLINX, either directly, or as a part owner of another entity,
will be a competitor of the Company using the Pass-a-Fax equipment described in
the November 8-K with respect to the Company's fax-over-the-internet business.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired
Not Applicable
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(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
10.1 Strategic Alliance Agreement, dated October 8, 1996, by and
between RADLINX, LTD and I.C.A. International Callers Association, B.V.
(Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K,
dated November 1, 1996, and filed November 13, 1996).
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SIGNATURE
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 thereunto duly authorized.
LOGIPHONE GROUP, INC.
(formerly Star Resources, Inc.)
Date: January 29, 1997 By:/s/ Ronald D. Gardner
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Ronald D. Gardner, President
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