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 1, 1996
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(Date of earliest event reported): (September 20, 1996)
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AMERICAN UNITED GLOBAL, INC.
Delaware 0-19404 95-4359228
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(State or other (Commission File (IRS Employer
jurisdiction of No.) ID No.)
incorporation)
25 Highland Boulevard, Dix Hills, New York 11746
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(Address of principal executive offices)
(516) 254-2134
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Registrant's telephone number, including area code
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(Former name or former address, if changed since last report)
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Item 5 - Other Events.
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Acquisition of Interglobe Networks, Inc.
On September 20, 1996, the Company acquired, through a merger
with an acquisition subsidiary of the Company (the "Interglobe
Merger"), all of the outstanding capital stock of Interglobe
Networks, Inc. ("Interglobe"), a private company providing
engineering, design and consulting services for users and providers
of telecommunications facilities on the Internet and other media.
The Interglobe shareholders received the aggregate sum of $400,000
plus an aggregate of 800,000 shares of the Company's Common Stock.
As a result of the Interglobe Merger, the Company is required
to make funding commitments available to Interglobe to support
Interglobe's operations and working capital needs in the form of
intercompany loans and advances based upon annual budgets and
forecasts provided to and approved by the Company. The pre-merger
stockholders of Interglobe have also received four-year employment
agreements with Interglobe and the Company pursuant to which they
have been granted seven-year options to purchase an additional
aggregate 800,000 shares of Company Common Stock at an exercise
price per share of $6.00, which represents the lowest closing price
of the Company's common stock as quoted on Nasdaq between the date
of the letter of intent (June 20, 1996) and the closing date (the
"Interglobe Options"). The Interglobe Options shall vest and be
exercisable (i) 25% on July 31, 1997 in the event that Interglobe
achieves at least $250,000 of Pre-Tax Income (as defined) in the
year ending July 31, 1997, (ii) 25% on July 31, 1998 in the event
that Interglobe achieves at least $1,000,000 of Pre-Tax Income (as
defined) in the year ending July 31, 1998, (iii) 25% on July 31,
1999 in the event that Interglobe achieves at least $2,000,000 of
Pre-Tax Income in the year ending July 31, 1999, and (iv) the
balance of such Interglobe Options in the event that Interglobe
achieves at least $4,500,000 of Pre-Tax Income in the year ending
July 31, 2000. Alternatively, all 800,000 Interglobe Options shall
vest if, during the period commencing September 20, 1996 and
terminating on July 31, 2000, the accumulated Pre-Tax Income of
Interglobe has equalled or exceeded $7,750,000. In the event that
a change in control of the Company occurs, or the Company effects a
sale of all or substantially all of the assets of Interglobe, prior
to July 31, 2000, all of the Interglobe Options shall immediately
vest upon such occurrence. In addition, the Interglobe agreement
provides that if the Company effects a public offering of
Interglobe or a sale of Interglobe prior to July 31, 2000, the
Interglobe stockholders may elect to exchange two-thirds of all
Company securities received by them in the Interglobe Merger for an
aggregate of 25% of the common stock of Interglobe owned by the
Company prior to such transaction.
Pursuant to the terms of the Interglobe Merger, Artour
Baganov, the President and Chief Executive Officer of Interglobe,
has been appointed as a member of the Board of Directors of the
Company.
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Item 7 - Financial Statements, Pro Forma Financial Statements and
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Exhibits
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(a) Financial Statements
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None.
(b) Pro Forma Financial Statements
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None.
(c) Exhibits
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None.
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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 hereto duly authorized.
AMERICAN UNITED GLOBAL, INC.
(Registrant)
Dated: October 1, 1996 By:/S/ DAVID M. BARNES
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David M. Barnes,
Vice President and
Chief Financial Officer
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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 hereto duly authorized.
AMERICAN UNITED GLOBAL, INC.
(Registrant)
Dated: October ____, 1996 By:
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David M. Barnes,
Vice President
and Chief Financial Officer
