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: October 14, 1998
(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 5. Other Events
On October 14, 1998, Internet Communications Corporation released the press
release attached hereto as Exhibit 99.1
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibits are filed herewith:
99.1 Press Release
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 19, 1998 INTERNET COMMUNICATIONS CORPORATION
By: /s/ T. Timothy Kershisnik
T. Timothy Kershisnik
Chief Financial Officer
Rocky Mountain Internet Defaults On Merger
Agreement
GREENWOOD VILLAGE, Colo.-- (BUSINESS WIRE)--Oct. 14, 1998-- Internet
Communications Corporation ("INCC") and Rocky Mountain Internet, Inc. ("RMI")
previously announced that they had entered into a merger agreement pursuant to
which INCC would be acquired by RMI.
Although INCC's shareholders approved the merger at a meeting on September 18,
1998, and all other conditions to RMI's obligations to close the merger had been
met at that time, RMI informed INCC that it was not prepared to close at that
time because its financing was not complete. At RMI's request, INCC granted an
extension of time for closing to October 2, 1998, while reserving its rights to
declare RMI in default if the merger did not close at that time, since the
merger agreement did not condition RMI's obligations on the availability of
financing and in fact contained RMI's covenant to maintain its financing
commitment in place.
On October 2, 1998, RMI again requested an extension of time to close. INCC
refused the request and declared RMI in default of the merger agreement. Based
on RMI's statements that it was optimistic that it could complete its financing
and that it intended to close, INCC did not commence any action at that time and
continued to work with RMI and its lenders.
By October 12, 1998, INCC had been told by RMI's lenders that the lenders had
informed RMI that financing was available to close the merger. RMI refused to
close the Merger. On October 13, 1998, in conjunction with its purported
termination of the Merger Agreement, RMI made assertions, for the first time,
that INCC was unable to accurately certify to compliance with conditions
precedent to RMI's obligation to close. INCC believes this claim to be entirely
without merit and a transparent attempt to avoid RMI's obligations under the
merger agreement. INCC will file suit against RMI today for damages of at least
$30 million.
Internet Communications Corporation is a leading regional communications
integration company which designs, implements, maintains and manages customized
wide-area and local-area networks for voice and data. Founded in 1986, Internet
is headquartered in Greenwood Village, Colorado.
For more information, contact Keely Hawk, Director of Investor Relations, at
303/770-7600, or visit Internet's World Wide Web site, at http://www.incc.net,
for investor related information and a description of Internet's array of
products and services. Internet Communications Corp. is traded on the Nasdaq
market under the symbol INCC.
Contact:
Internet Communications Corp.
Keely Hawk, Director of Investor Relations
303/414-7174
[email protected]
