<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
October 7, 1996
------------------------------------------------
Date of Report (Date of earliest event reported)
AmeriConnect, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-18654 48-1056927
- ---------------- ------------ -------------------
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
6750 W. 93rd St., Suite 110, Overland Park, Kansas 66212
--------------------------------------------------------
(Address of principal executive offices)
(913) 341-8888
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 1. CHANGE IN CONTROL OF REGISTRANT.
On October 7, 1996, holders of a majority of the outstanding
shares of capital stock of AmeriConnect, Inc., a Delaware corporation
("AmeriConnect"), voted to approve and adopt an Amended and Restated Agreement
and Plan of Reorganization, dated as of June 14, 1996, by and among Phoenix
Network, Inc., a Delaware corporation ("Phoenix"), Phoenix Acquisition Corp., a
Delaware corporation and wholly owned subsidiary of Phoenix ("Sub"), and
AmeriConnect (the "Agreement"). Under the terms of the Agreement, on October
8, 1996, Sub merged with and into AmeriConnect, AmeriConnect became a
wholly-owned subsidiary of Phoenix and Sub ceased to exist (the "Merger").
At the effective time of the Merger (the "Effective Time"),
each outstanding share of AmeriConnect Common Stock , par value $0.01 per share
("AmeriConnect Common"), and each outstanding share of AmeriConnect Class A
Common Stock, par value $0.00001 per share ("AmeriConnect Class A" and,
together with the AmeriConnect Common, the "AmeriConnect Stock"), were
converted into the right to receive .360468525 shares of Phoenix Common Stock,
par value $0.001 per share ("Phoenix Stock"), other than shares of AmeriConnect
Stock held by stockholders exercising dissenter's rights, AmeriConnect, any
subsidiary of AmeriConnect, Phoenix, Sub or any other subsidiary of Phoenix.
AmeriConnect and Phoenix issued a joint press release
announcing the Merger, which is filed herewith as Exhibit 99.1.
Except for the historical information contained herein, the
discussion above contains forward-looking statements that involve risks and
uncertainties, including the risks detailed from time to time in AmeriConnect's
SEC reports, including the report on Form 10-KSB for the year ended December
31, 1995 and the report on Form 10-QSB for the quarter ended June 30, 1996.
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99.1 Press release dated October 9, 1996.
<PAGE> 4
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.
AmeriConnect, Inc.
October 8, 1996 By: /s/ WALLACE M. HAMMOND
-------------------------------
Wallace M. Hammond
President
<PAGE> 5
INDEX TO EXHIBITS
Exhibit
Numbers Description
- ------- -----------
99.1 Press release dated October 9, 1996.
<PAGE> 1
NEWS RELEASE
For Immediate Release
October 9, 1996
Contact: Monica Williamson
Phoenix Network Investor Relations
(800) 448-0804
PHOENIX NETWORK ACQUIRES AMERICONNECT
OCTOBER 9, 1996 - GOLDEN, COLORADO - Phoenix Network (AMEX: PHX) announced
today that it has acquired AmeriConnect (NASDAQ:AMCT), an Overland Park, Kansas
based reseller of long distance services. Under the terms of the agreement,
Phoenix issued approximately 2,664,000 shares of common stock in exchange for
all of the shares of capital stock held by AmeriConnect stockholders. Each
share of AmeriConnect stock is exchangeable for approximately .3605 shares of
Phoenix common stock. For accounting purposes, the transaction will be treated
as a pooling of interests. The acquisition of AmeriConnect is expected to
increase Phoenix's annual revenues by over $17,000,000, or 19%, based on
Phoenix's current run rate of $90,000,000 and it will add approximately 6,500
customers to Phoenix's customer base.
Phoenix Network, Inc. is one of the nation's oldest and largest publicly-traded
long distance resellers. In addition to its core long distance offerings,
Phoenix provides Internet access, international call-back, conference calling,
travel cards, debit cards, custom invoices, management reports, and a variety
of other products and services. Phoenix Network's World Wide Web address is
<http://www.phoenixnet.com>.
This news release contains forward-looking statements. There are certain
important factors that could cause results to differ materially from those
anticipated by some of the statements made above. Among these are fluctuations
in quarterly performance, competition in the long distance market, timing and
customer acceptance of new services and products, and changes in general
economic conditions. Additional information concerning these and other risks
is listed from time to time in the Company's Securities and Exchange Commission
reports, which include the report on Form 10-Q for the quarter ended June 30,
1996. Actual results my differ materially.
