SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
INTERNET COMMUNICATIONS CORPORATION
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
-------------------------------------
(Title of Class of Securities)
46057T408
------------------------
(CUSIP Number)
Craig D. Slater Drake S. Tempest, Esq.
The Anschutz Corporation O'Melveny & Myers LLP
2400 Qwest Tower The Citicorp Center
555 Seventeenth Street 153 East 53rd Street, 54th Floor
Denver, Colorado 80202 New York, New York 10022-4611
(303) 298-1000 (212) 326-2000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JUNE 5, 1998
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
[ ].
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
- --------
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("ACT") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, SEE
the NOTES).
<PAGE>
CUSIP Number 46057T408
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Interwest Group, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 2,873,568*
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------
10 SHARED DISPOSITIVE POWER
2,873,568*
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,873,568*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.6%*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* Assuming the exercise of the Warrants, as described in Item 5 herein.
Page 2 of 7 Pages
<PAGE>
CUSIP Number 46057T408
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anschutz Company
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 2,873,568*
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------
10 SHARED DISPOSITIVE POWER
2,873,568*
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,873,568*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.6%*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
* Assuming the exercise of the Warrants, as described in Item 5 herein.
Page 3 of 7 Pages
<PAGE>
CUSIP Number 46057T408
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Philip F. Anschutz
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS
WC
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH REPORT- 2,873,568*
ING PERSON ------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
------------------------------------
10 SHARED DISPOSITIVE POWER
2,873,568*
------------------------------------
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,873,568*
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.6%*
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
* Assuming the exercise of the Warrants, as described in Item 5 herein.
Page 4 of 7 Pages
<PAGE>
This Amendment No. 3 to the Schedule 13D filed on September 27, 1996 by
Interwest Group, Inc. ("Group"), Anschutz Company ("AC") and Philip F. Anschutz
("Anschutz"), as amended by Amendment No. 1 to the Schedule 13D filed on January
9, 1997, as further amended by Amendment No. 2 to the Schedule 13D filed on
April 3, 1997 (such Schedule 13D, as amended, the "Schedule 13D") relates to
shares of Common Stock, no par value per share ("Common Stock"), of Internet
Communications Corporation (the "Company") and amends Items 4 and 5 of the
Schedule 13D. Unless otherwise indicated, all capitalized terms used but not
defined herein shall have the same meaning as set forth in the Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION
The information previously furnished in response to this item is
amended to add the following:
On June 5, 1998, Rocky Mountain Internet, Inc., a Delaware corporation
("Purchaser"), Internet Acquisition corporation, a Colorado corporation
("Acquisition"), and the Company executed an Agreement and Plan of Merger dated
as of June 5, 1998 (the "Merger Agreement"), pursuant to which Acquisition will
merge with and into the Company, and each share of Common Stock will be
converted into the right to receive $6.80 in cash (the "Merger"). A copy of the
Merger Agreement has been filed by the Company with the Securities and Exchange
Commission on June 5, 1998 as an exhibit to a Current Report on Form 8-K.
On June 5, 1998, Group and Purchaser entered into a Voting Agreement
dated as of June 5, 1998 (the "Voting Agreement"), pursuant to which Group and
Purchaser agreed as follows, among other things:
(a) VOTING. Until the day on which the Merger Agreement shall terminate
(the "Termination Date"), subject to the receipt of proper notice and the
absence of a preliminary or permanent injunction or other final order by any
United States federal court or state court barring such action, Group shall do
the following:
(1) be present, in person or represented by proxy, at each meeting
(whether annual or special, and whether or not an adjourned or
postponed meeting) of the stockholders of the Company, however called,
or in connection with any written consent of the stockholders of the
Company, so that all shares of Common Stock then beneficially owned by
Group and then entitled to vote may be counted for the purposes of
determining the presence of a quorum at such meetings; and
(2) at each such meeting held before the Effective Date and with
respect to each such written
Page 5 of 7 Pages
<PAGE>
consent, vote (or cause to be voted) all shares of Common Stock then
beneficially owned by Group (A) to adopt the Merger Agreement and to
approve any action required in furtherance thereof, (B) except as
otherwise approved in writing in advance by Purchaser (which approval
may be granted, withheld, conditioned or delayed in its sole
discretion), against any Acquisition Proposal (other than the Merger)
and (C) except as otherwise approved in writing in advance by Purchaser
(which approval may be granted, withheld, conditioned or delayed in its
sole discretion), against any amendment to the articles of
incorporation or bylaws of the Company;
PROVIDED that Group shall not be required by the Voting Agreement to exercise
the Warrant or any portion thereof for the purpose of purchasing and voting (or
causing to be voted) any shares of Common Stock issuable pursuant thereto.
(b) TRANSFERS. Until the Termination Date, Group shall not transfer any
shares of Common Stock beneficially owned by Group as of the date of the Voting
Agreement or acquired thereafter (collectively, "Restricted Shares") to any
person other than Purchaser; PROVIDED that Group may (1) transfer Restricted
Shares to (A) any entity that is directly or indirectly wholly-owned by Anschutz
or (B) any other person reasonably acceptable to Purchaser and approved in
advance in writing by Purchaser, if such entity referred to in the preceding
clause (A) or such other person referred to in the preceding clause (B) shall
execute and deliver to Purchaser an agreement identical in all respects to the
Voting Agreement except for the change in the name of Group and the number of
shares of Common Stock beneficially owned by Group and (2) transfer the Warrant
referred to in Amendment No. 2 to this Schedule 13D to the Company in connection
with the exercise of the Warrant to purchase any Warrant Shares. For the
purposes of the Voting Agreement, the term "transfer" means a sale, an
assignment, a grant, a transfer or other disposition of any Restricted Shares or
any interest of any nature in any Restricted Shares, including, without
limitation, the "beneficial ownership" of such Restricted Shares (as determined
pursuant to Regulation 13D-G under the Exchange Act).
Reference is made to a copy of the Voting Agreement, a copy of which is
attached to this Amendment No. 3 as Exhibit 1.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The information previously furnished in response to this item is
amended to read as follows:
Page 6 of 7 Pages
<PAGE>
As of the date hereof, Group may be deemed to be the direct beneficial
owner, and AC and Anschutz may be deemed to be indirect beneficial owners, of
2,810,410 shares of Common Stock. Based upon the number of shares of Common
Stock that were issued and outstanding on April 7, 1998, such number of shares
of Common Stock is equal to approximately 52.1% of the number of shares of
Common Stock then outstanding.
On March 20, 1998, AC advanced $1,600,000 as a loan to the Company (the
"Convertible Loan"). The Convertible Loan is due March 19, 1999. In connection
with the execution and delivery of the Merger Agreement, the Company and AC
amended and restated the Convertible Loan to provide that the Convertible Loan
will be due and payable before March 19, 1999 under the following circumstances:
(x) if Purchaser and its affiliates obtain debt financing in the aggregate
principal amount greater than $50,000,000 in one transaction or a series of
related transactions at or before the closing under the Merger Agreement, then
the Convertible Loan will be due and payable on the closing date under the
Merger Agreement and (y) if Purchaser and its affiliates obtain debt financing
in the aggregate principal amount greater than $50,000,000 in one transaction or
a series of related transactions after the closing of the Merger but before
March 19, 1999, then the Convertible Loan will be due and payable on the closing
date of such transaction or series of transactions. If the Convertible Loan is
not paid when due, at the election of AC the unpaid principal amount may be
converted into shares of Common Stock at a conversion price of $4.25 per share.
AC would acquire 376,471 shares of Common Stock if the entire principal amount
of the Convertible Loan were converted into shares of Common Stock.
Based on the number of shares of Common Stock outstanding on April 7,
1998, and assuming the issuance to Group of the Warrant Shares upon exercise of
the Warrant referred to in Amendment No. 2 to this Schedule 13D, but without
giving any effect to the conversion of the Convertible Loan, Group, AC and
Anschutz would own 2,873,568 shares of Common Stock, or approximately 52.6% of
the shares of Common Stock that would be outstanding after giving effect to the
issuance of such Warrant Shares.
Page 7 of 7 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 8, 1998
INTERWEST GROUP, INC.
By /s/ THOMAS G. KUNDERT
-------------------------------------
Thomas G. Kundert, Treasurer
S-1
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 8, 1998
ANSCHUTZ COMPANY
By /s/ PHILIP F. ANSCHUTZ
-------------------------------------
Philip F. Anschutz
S-1
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
June 8, 1998
PHILIP F. ANSCHUTZ
/s/ PHILIP S. ANSCHUTZ
- -------------------------------------
S-1
<PAGE>
EXHIBIT INDEX
Exhibit 1: Voting Agreement dated as of June 5, 1998
between Interwest Group, Inc. and Rocky
Mountain Internet, Inc.
<PAGE>
VOTING AGREEMENT
VOTING AGREEMENT dated as of June 5, 1998 (this "Agreement") between
INTERWEST GROUP, INC., a Colorado corporation ("Shareholder"), and ROCKY
MOUNTAIN INTERNET, INC., a Delaware corporation (together with its successors
and assigns, "Purchaser").
RECITALS
A. Shareholder owns 2,810,410 shares of Common Stock, no par value per
share (the "Company Common Stock"), of Internet Communications Corporation, a
Colorado corporation (the "Company") and a warrant to purchase 63,158 shares of
Company Common Stock at a purchase price of $5.70 per share (the "Warrant"). All
such shares together with all other shares of capital stock of the Company with
respect to which Shareholder has beneficial ownership as of the date of this
Agreement or acquires beneficial ownership on or before the Termination Date,
are referred to as the "Restricted Shares".
B. Shareholder and Purchaser desire to enter into this Agreement to
provide for (1) the obligation of Shareholder to vote the shares of Company
Common Stock beneficially owned by Shareholder to adopt the Agreement and Plan
of Merger dated as of June 5, 1998 (the "Merger Agreement") among Purchaser,
Internet Acquisition Corporation, a Colorado corporation ("Acquisition"), and
the Company, and against any Acquisition Proposal (other than the Merger), (2)
certain restrictions on the sale or other transfer of the Restricted Shares by
Shareholder and (3) the obligation of the Shareholder to vote against any
amendments to the articles of incorporation or bylaws of the Company. Terms not
otherwise defined in this Agreement have the meanings stated in the Merger
Agreement.
C. Shareholder acknowledges that Purchaser and Acquisition are entering
into the Merger Agreement in reliance on the representations, warranties,
covenants and other agreements of Shareholder set forth in this Agreement and
would not enter into the Merger Agreement if Shareholder did not enter into this
Agreement.
AGREEMENT
The parties agree as follows:
SECTION 1. COVENANTS OF SHAREHOLDER.
(a) VOTING. Until the day on which the Merger Agreement shall terminate
(the "Termination Date"), subject to the receipt of proper notice and the
absence of a preliminary or permanent injunction or other final order by any
United States federal court or state court barring such action, Shareholder
shall do the following:
1
<PAGE>
(1) be present, in person or represented by proxy, at each
meeting (whether annual or special, and whether or not an adjourned or
postponed meeting) of the stockholders of the Company, however called, or
in connection with any written consent of the stockholders of the Company,
so that all shares of Company Common Stock then beneficially owned by
Shareholder and then entitled to vote may be counted for the purposes of
determining the presence of a quorum at such meetings; and
(2) at each such meeting held before the Effective Date and
with respect to each such written consent, vote (or cause to be voted) all
shares of Company Common Stock then beneficially owned by Shareholder (A)
to adopt the Merger Agreement and to approve any action required in
furtherance thereof, (B) except as otherwise approved in writing in advance
by Purchaser (which approval may be granted, withheld, conditioned or
delayed in its sole discretion), against any Acquisition Proposal (other
than the Merger) and (C) except as otherwise approved in writing in advance
by Purchaser (which approval may be granted, withheld, conditioned or
delayed in its sole discretion), against any amendment to the articles of
incorporation or bylaws of the Company;
PROVIDED that Shareholder shall not be required by this Section 1 or any other
provision of this Agreement to exercise the Warrant or any portion thereof for
the purpose of purchasing and voting (or causing to be voted) any shares of
Company Common Stock issuable pursuant thereto.
(b) TRANSFERS. Until the Termination Date, Shareholder shall not
transfer any Restricted Shares to any person other than Purchaser; PROVIDED that
Shareholder may (1) transfer Restricted Shares to (A) any entity that is
directly or indirectly wholly-owned by Philip F. Anschutz or (B) any other
person reasonably acceptable to Purchaser and approved in advance in writing by
Purchaser, if such entity referred to in the preceding clause (A) or such other
person referred to in the preceding clause (B) shall execute and deliver to
Purchaser an agreement identical in all respects to this Agreement except for
the change in the name of Shareholder and the number of shares of Company Common
Stock beneficially owned by Shareholder and (2) transfer the Warrant to the
Company in connection with the exercise of the Warrant to purchase any shares of
Company Common Stock. For the purposes of this Agreement, the term "transfer"
means a sale, an assignment, a grant, a transfer or other disposition of any
Restricted Shares or any interest of any nature in any Restricted Shares,
including, without limitation, the "beneficial ownership" of such Restricted
Shares (as determined pursuant to Regulation 13D-G under the Exchange Act). (c)
SPECIFIC ENFORCEMENT. Shareholder acknowledges that any breach of this Agreement
would cause irreparable harm to Purchaser and that Purchaser is entitled to
specific performance or other equitable relief in the event of such breach.
2
<PAGE>
SECTION 2. REPRESENTATIONS AND WARRANTIES OF SHAREHOLDER. Shareholder
represents and warrants to Purchaser as follows:
(a) ORGANIZATION. Shareholder is a corporation duly organized, validly
existing and in good standing under the laws of Colorado and has the requisite
corporate power to carry on its business as it is now being conducted.
(b) AUTHORITY RELATIVE TO THIS AGREEMENT. Shareholder has all requisite
corporate power and authority to execute and deliver this Agreement, to perform
its obligations hereunder and to consummate the transactions contemplated
hereby. The execution and delivery of this Agreement by Shareholder and the
consummation by Shareholder of the transactions contemplated hereby have been
duly authorized by all necessary corporate action and no other corporate
proceedings on the part of Shareholder are necessary to authorize this Agreement
or to consummate the transactions contemplated hereby. This Agreement has been
duly executed and delivered by Shareholder and is a valid and binding obligation
of Shareholder, enforceable against it in accordance with its terms.
(c) NO CONFLICTS; REQUIRED FILINGS AND CONSENTS.
(1) The execution and delivery of this Agreement by Shareholder does
not, and the consummation of the transactions contemplated hereby will not
(i) conflict with or violate the articles of incorporation or bylaws of
Shareholder, (ii) in any material respect, conflict with or violate any
federal, state, foreign or local law, statute, ordinance, rule, regulation,
order, judgment or decree applicable to Shareholder or by which any of its
properties is bound or subject or (iii) result in any material breach of or
constitute a material default (or an event that with notice or lapse of
time or both would become a material default) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or
require payment under, or result in the creation of a lien or encumbrance
on any of the properties or assets of Shareholder pursuant to, any note,
bond, mortgage, indenture, contract, agreement, lease, license, permit,
franchise or other instrument or obligation to which Shareholder is a party
or by or to which Shareholder or any of its properties is bound or subject,
and except for any such conflicts, violations, breaches, defaults, events,
rights of termination, amendment, acceleration or cancellation, payment
obligations or liens or encumbrances described in clauses (ii) or (iii)
that would not, in the aggregate, prevent the Shareholder from performing,
in any material respect, its obligations under this Agreement (a
"Shareholder Material Adverse Effect").
(2) The execution and delivery of this Agreement by Shareholder does
not, and consummation of the transactions contemplated hereby will not,
require Shareholder to obtain any consent, license, permit, approval,
waiver, authorization or order of, or to make any filing with or
notification to, any governmental or regulatory authority, domestic or
foreign (collectively, "Governmental Entities"), except (i) for applicable
requirements, if any, of the Exchange Act and (ii) where the failure to
obtain such consents, licenses, permits, approvals, waivers, authorizations
or orders, or to make such filings or
3
<PAGE>
notifications, would not, either individually or in the aggregate,
constitute a Shareholder Material Adverse Effect.
(d) LITIGATION. There is no claim, action, suit, litigation,
proceeding, arbitration or, to the knowledge of Shareholder, any investigation
of any kind at law or in equity (including actions or proceedings seeking
injunctive relief), pending or, to the knowledge of Shareholder, threatened
against Shareholder or any properties or rights of Shareholder (except for
claims, actions, suits, litigation, proceedings, arbitrations or investigations
which would not reasonably be expected to have a Shareholder Material Adverse
Effect), and Shareholder nor any is not subject to any continuing order of,
consent decree, settlement agreement or other similar written agreement with,
any Governmental Entity, or any judgment, order, writ, injunction, decree or
award of any Governmental Entity or arbitrator, including, without limitation,
cease and desist or other orders, except for matters which would not have a
Shareholder Material Adverse Effect.
(e) OWNERSHIP. Shareholder is the sole record owner and, together with
Anschutz Company and Philip F. Anschutz, the shared beneficial owner of
2,810,410 shares of Company Common Stock outstanding on the date of this
Agreement and 63,158 shares of Company Common Stock issuable upon exercise of
the Warrant, in each case free and clear of all liens and encumbrances, subject,
with respect to the shares of Company Common Stock issuable upon exercise of the
Warrant, to the payment of the purchase price therefor. Except with respect to
such shares of Company Common Stock and the Warrant and as described on page 10
of the proxy statement of the Company dated April 17, 1998 with respect to the
1998 annual meeting of shareholders of the Company, Shareholder has no
beneficial ownership interest in any other equity securities of the Company.
SECTION 3. MISCELLANEOUS PROVISIONS.
(a) NON-SURVIVAL OF REPRESENTATIONS AND WARRANTIES. None of the
representations and warranties in this Agreement shall survive the Effective
Date of the Merger.
(b) ENTIRE AGREEMENT. This Agreement contains the entire agreement
among Shareholder and Purchaser with respect to the Merger and the other
transactions contemplated hereby, and supersedes all prior agreements,
understandings, representations, and warranties with respect to the subject
matter.
(c) APPLICABLE LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Colorado (without giving effect to
its choice of laws principles).
(d) HEADINGS. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.
(e) SEPARABILITY. Any term or provision of this Agreement which is
invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be
ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions of this
Agreement in any other jurisdiction. If any provision of this Agreement is so
4
<PAGE>
broad as to be unenforceable, such provision shall be interpreted to be only so
broad as is enforceable.
(f) NOTICES. All notices or other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally or
sent by first-class mail, postage prepaid, with return receipt requested,
addressed as follows:
If to Shareholder, to:
Interwest Group, Inc.
2400 Qwest Tower
555 17th Street
Denver, Colorado 80202
Attention: Thomas G. Kundert
Fax: (303) 298-8881
with copies to:
O'Melveny & Myers LLP
153 East 53rd Street
New York, New York 10022
Attention: Drake S. Tempest
Fax: (212) 326-2061
If to Purchaser, to:
Rocky Mountain Internet, Inc.
1099 18th Street
Denver, Colorado 80202
Attention: Douglas H. Hanson
Fax: (303) 672-0711
with copies to:
Jacobs Chase Frick Kleinkopf & Kelley LLC
1050 17th Street, Suite 1500
Denver, Colorado 80265
Attention: Matthew Perkins
Fax: (303) 685-4869
(g) COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one agreement.
(h) NO THIRD PARTY BENEFICIARIES. No provision of this Agreement is
intended to benefit any person other than the parties hereto.
5
<PAGE>
IN WITNESS WHEREOF, Shareholder and Purchaser have caused this
Agreement to be signed by their respective officers thereunto duly authorized
all as of the date first written above.
INTERWEST GROUP, INC.
By: /s/ THOMAS G. KUNDERT
---------------------------------------
Name: Thomas G. Kundert
Title: Treasurer
ROCKY MOUNTAIN INTERNET, INC.
By: /s/ DOUGLAS H. HANSON
---------------------------------------
Name: Douglas H. Hanson
Title: President
S-1
