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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 (Date of earliest event reported): September 22, 2000
MICROTEL INTERNATIONAL, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-10346 77-0226211
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(State or other jurisdiction of (Commission File (IRS Employer)
incorporation or organization) Number) Identification No.)
9485 HAVEN AVENUE, SUITE 100, CALIFORNIA 91730
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (909) 297-2699
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
ACQUISITION OF BUSINESS OPERATIONS OF T-COM, LLC
MicroTel International, Inc. (the "Company") has acquired substantially
all of the assets of T-Com, LLC, a Delaware limited liability company, and
assumed certain liabilities of T-Com, LLC. The liabilities assumed consist
mostly of accounts payable, accrued payroll expenses and accrued commissions.
The assets purchased are valued at approximately $1,496,000 and liabilities
assumed are approximately $496,000. T-Com, LLC is a manufacturer of high
performance digital transmission test instruments used for the installation and
maintenance of high speed telephone line services for telephone central offices,
competitive local exchange carriers and private communications networks. The
Company intends to use the acquired assets for substantially the same purposes
as such assets were used by T-Com, LLC.
The acquisition of the assets closed on September 22, 2000 and has an
effective date of August 1, 2000. The Company paid to T-Com, LLC for the net
assets consideration valued at $1,000,000, as itemized below:
- 150,000 shares of Series B Convertible Preferred Stock of the Company.
The preferred shares become convertible into shares of common stock of
the Company in three equal lots of 50,000 preferred shares each at the
end of six, twelve and eighteen months, respectively, following the
acquisition closing date of September 22, 2000. Each preferred share
will be convertible into ten common shares, and conversion rights will
be cumulative, with all 150,000 preferred shares being convertible
into common shares after eighteen months. The preferred shares have a
liquidation preference of $6.40 per share.
- Warrants to purchase up to 250,000 shares of the Company's common stock
at an exercise price of $1.25 per share which are exercisable for a
period of twenty-four months following the acquisition closing date of
September 22, 2000. The warrants contain a cashless exercise feature.
The consideration described above is valued at approximately $938,000
for the preferred shares based on a value of $0.6253 per common share multiplied
by the 1,500,000 common shares into which the preferred shares can be converted.
The warrants have been valued at approximately $62,000 based on a calculation
using the Black-Scholes valuation formula. In the third quarter of 2000, the
Company will report an increase of approximately $1,000,000 to its net worth due
to this acquisition.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
MICROTEL INTERNATIONAL, INC.
By: /s/ Randolph D. Foote
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Randolph D. Foote
Chief Financial Officer
Date: October 5, 2000
