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TYPE: 425
SEQUENCE: 1
DESCRIPTION: PRESS RELEASE FILED PURSUANT TO RULE 425
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Filed by: RMI.NET, Inc.
This communication is filed pursuant to
Rules 165 and 425, as promulgated under
the Securities Act of 1933, as amended.
Subject Company: Internet Communications
Corporation
Commission File No. 0-19578
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THIS COMMUNICATION IS FILED PURSUANT TO RULES 165 AND 425, AS PROMULGATED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED. INVESTORS ARE URGED TO READ THE VARIOUS
FILINGS OF RMI.NET, INC AND INTERNET COMMUNICATIONS CORPORATION THAT WILL BE
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO RMI.NET'S
PROPOSED ACQUISITION OF INTERNET COMMUNICATIONS CORPORATION, INCLUDING THE PROXY
STATEMENT/REGISTRATION STATEMENT THAT IS REQUIRED TO BE FILED WITH RESPECT TO
THE PROPOSED ACQUISITION. THE SECURITIES AND EXCHANGE COMMISSION FILINGS ARE
AVAILABLE TO THE PUBLIC AT THE SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT
HTTP://WWW.SEC.GOV. INVESTORS CAN ALSO OBTAIN FREE COPIES OF THE DOCUMENTS
RELATING TO RMI.NET, INC. BY CONTACTING CHRISTOPHER J. MELCHER, VICE PRESIDENT
AND GENERAL COUNSEL, RMI.NET, INC. LEGAL DEPARTMENT, 999 EIGHTEENTH STREET,
SUITE 2201, DENVER, COLORADO 80202, (303) 672-0700, http://www.rmi.net.
Set forth below is a press release issued by RMI.NET, Inc. relating to the terms
of RMI.NET, Inc.'s merger with Internet Communications Corporation.
RMI.NET's Acquisition of INCC on Track for November Closing;
Proxy Statements Mailed to Shareholders
DENVER, Oct. 31 -- RMI.NET, Inc. (NASDAQ:RMII) and Internet Communications
Corporation (NASDAQ:INCC) announced today that they mailed proxy statements to
shareholders on October 26 regarding their pending merger. The proxy statements,
sent to shareholders of record as of October 3, 2000, contain the
recommendations of each company's board of directors that shareholders vote in
favor of the merger.
"We are pleased that the companies are on track to get the merger closed as
scheduled," stated Douglas H. Hanson, RMI.NET Chairman and CEO. "We are urging
our shareholders to approve this merger, which we believe will create a strong
new company ideally positioned to take advantage of the booming business web
commerce space."
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Tom Galley, CEO of INCC, added: "Our team has been working closely with
RMI.NET's management to facilitate a smooth integration into their operation,
and we continue to identify new areas where the merger will create market and
operational strength for the new company."
RMI.NET and INCC will hold separate meetings of their shareholders to vote on
the proposed transaction. The merger is then expected to close immediately
following the shareholder meetings, provided that shareholders of both companies
approve the merger.
INCC's shareholder meeting is scheduled for 9:00 a.m. MDT on November 28, 2000,
at the Hotel Monaco, 1717 Champa Street in Denver. The commitment by INCC's
controlling shareholder, Interwest Group, Inc., to vote in favor of the merger
assures shareholder approval by INCC.
The RMI.NET shareholder meeting will follow INCC's meeting, at 11:00 a.m. MDT,
also at the Hotel Monaco. At the RMI.NET shareholder meeting, the company will
also seek approval to change its name, following the merger, to Internet
Commerce & Communications, Inc. As a result of the merger and name change, the
new company will use INCC as its ticker symbol.
About RMI.NET
Denver-based RMI.NET is a national e-commerce and connectivity company focusing
on Web solutions for small and medium-sized businesses. The company specializes
in e-business applications; hosting and co-location; web design and web
marketing; and high-speed Internet access, including DSL service. RMI.NET has
annualized revenue of approximately $50 million and more than 100,000 customers
nationwide. The company wholly owns a shopping, e-commerce and portal site,
www.webzone.com. For more information, call (800) 411-6066 or visit RMI.NET's
website at www.rmi.net.
About Internet Communications
INCC is an Internet technologies and integration company that specializes in the
design, implementation, and management of Web-based applications and
connections, wide area networks, voice systems and e-commerce solutions. INCC is
headquartered near Denver in Greenwood Village, Colo., and markets its products
and services to Colorado-based middle market businesses. Call 303-414-7151 or
visit INCC's website at www.incc.net for investor-related information and a
description of the company's products and services.
This press release may contain forward-looking statements. Although the
companies believe these statements are based on reasonable assumptions,
differences between assumed facts and actual results can be material, depending
on the circumstances. For example, the merger may not receive shareholder
approval or may not be consummated for other, unforeseen reasons, or the merged
company may not perform according to preliminary forecasts. Investors should be
aware of the important factors and risks that could have a material impact on
future cash results and should refer to the cautionary statements sections of
RMI.NET's and INCC's periodic filings with the Securities and Exchange
Commission, including their most recent forms 10-K and 10-Q.
