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
Date of Report: September 19, 1996
(Date of earliest event reported)
INTERNET COMMUNICATIONS CORPORATION
(Exact name of registrant as specified in its charter)
Colorado 0-19578 84-1095516
(State of incorporation) (Commission file number) (IRS Employer
Identification
No.)
7100 E. Belleview Ave., Suite 201, Englewood, CO 80202
(Address of principal executive offices) (Zip Code)
(303) 770-7600
(Registrant's telephone number)
Not Applicable
(Former name and address)
Item 1. Changes in Control of Registrant
-and-
Item 2. Acquisition or Disposition of Assets
On September 19, 1996, Internet Acquisition One, Inc. ("Merger Sub"),
a wholly owned subsidiary of Internet Communications Corporation
("Internet"), was merged (the "Merger") into Interwest Communications
C.S. Corporation ("Interwest"). Interwest was the surviving
corporation of the Merger and became a wholly owned subsidiary of
Internet as a result of the Merger. The sole shareholder of Interwest
before the Merger, Interwest Group, Inc. ("Group"), received 2,306,541
shares of stock of Internet in the Merger, representing approximately
49% of the outstanding shares of stock of Internet on the date of
closing. The number of shares received by Group in the Merger was
determined by arms length negotiations between Internet and Group.
Interwest is engaged in the sale, installation, maintenance and
service of telephone equipment and other telecommunications hardware,
software, and other specialty low-voltage systems.
Internet has previously reported in a Form 8-K filed June 6, 1996 that
in May 1996 Internet issued a promissory note to Group for $900,000,
which note under certain circumstances may be converted into 300,000
shares of stock of Internet.
Group is controlled by Philip F. Anschutz. Following the Merger,
three of Group's affiliates, Robert L. Smith, John M. Couzens and
Craig D. Slater, were elected to Internet's Board of Directors, which
increased in size from five to eight persons. Group is the single
largest shareholder of Internet; consequently, the Merger may have
constituted a change in control of Internet.
Additional information concerning the Merger is contained in the
Registrant's definitive Proxy Statement filed with the Securities and
Exchange Commission on August 12, 1996, File Number 0-19578, which is
incorporated by reference as Exhibit 99.1 to this Current Report.
Item 7. Financial Statements and Exhibits
a. Financial Statements of Businesses Acquired. The financial
statements of the business acquired will be filed by amendment to this
Current Report within 60 days after the date hereof.
b. Pro Forma Financial Information
The required pro forma information will be filed by amendment to
this Current Report within 60 days after the date hereof.
c. Exhibits
Exhibit No Description
99.1 Proxy Statement describing the Merger, with Amended and
Restated Acquisition Agreement dated May 29, 1996. The
Registrant hereby incorporates by reference Registrant's
definitive Proxy Statement, File Number 0-19578, filed
with the Securities and Exchange Commission on August 12,
1996.
SIGNATURES
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.
Date: October 4, 1996 INTERNET COMMUNICATIONS CORPORATION
By: /s/ Benjamin T. Kelly
Benjamin T. Kelly
Treasurer
