SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K-A-2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
August 24, 1996
Date of Report
(Date of Earliest Event Reported)
NET TELECOMMUNICATIONS, INCORPORATED
(Exact Name of Registrant as Specified in its Charter)
Nevada 33-2279-D 87-0297202
(State or other (Commission File No.) (IRS Employer I.D. No.)
Jurisdiction)
101 Convention Center Drive, #P125
Las Vegas, Nevada 89129
(Principal Executive Office Address)
Registrant's Telephone Number,
Including Area Code: (702) 734-1160
Registrant's Facsimile Number,
Including Area Code: (702) 734-3883
N/A
(Former Name or Former Address if Changed Since Last Report)
<PAGE>
Item 1. Changes in Control of Registrant.
None; not applicable.
Item 2. Acquisition or Disposition of Assets.
(a) (i) Sierra Internet, Inc. dba Tahoe On-Line.
Pursuant to a Stock Purchase Agreement dated April 1, 1997, and an
Addendum to Stock Purchase Agreement dated April 25, 1997, the Agreement and
Plan of Merger (the "Tahoe On-Line Plan") dated August 24, 1996, between Net
Telecommunications, Incorporated, a Nevada corporation (the "Company"); Sierra
Net, Inc., a Nevada corporation (the "Net Tel Subsidiary"); Sierra Internet,
Inc., a Nevada corporation dba "Tahoe On-Line" ("Tahoe On-Line"); and all of
the stockholders of Tahoe On-Line (the "Tahoe On-Line Stockholders"), was
deemed to have been rescinded, by the cancellation of all 130,000 shares
issued pursuant to the Tahoe On-Line Plan.
Copies of the Stock Purchase Agreement and Addendum to Stock
Purchase Agreement are attached hereto and incorporated herein by reference.
See Item 7 of this Report.
(a)(ii) Global Tours, Inc.
No change; not applicable.
(b)(i) No change; not applicable.
(b)(ii) No change; not applicable.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
Item 5. Other Events.
None; not applicable.
Item 6. Resignations of Directors and Executive Officers.
None; not applicable.
Item 7. Financial Statements and Exhibits.
(a) No change; not applicable.
(b) No change; not applicable.
(c) Exhibits.
Stock Purchase Agreement.
Addendum to Stock Purchase Agreement.
Item 8. Change in Fiscal Year.
None; not applicable.
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.
NET TELECOMMUNICATIONS,
INCORPORATED
Date: 5/14/97 /s/ Michael W. Gorts
President
<PAGE>
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and
entered into this 1st day of April, 1997, by and between Net
Telecommunications, Incorporated, a Nevada corporation (the "Seller");
ISP.NET, Inc., a Florida corporation (the "Purchaser"); HyperDynamics
Corporation, a Delaware corporation ("HyperDynamics").
Recitals
WHEREAS, the Seller wishes to sell, and the Purchaser wishes to
acquire, all of the outstanding securities of Sierra-Net, Inc., a Nevada
corporation ("Sierra-Net"), which is a wholly-owned subsidiary of the Seller;
NOW, THEREFORE, in consideration of the sum of $10.00 and other
good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties do hereby agree as follows, to-wit:
1
Purchase and Sale
The Seller hereby sells and the Purchaser hereby purchases all of
the outstanding securities of Sierra-Net, and one or more stock certificates
representing such securities shall be delivered to the Purchaser on the
closing (the "Closing") as defined in Section 6 hereof, which certificate or
certificates shall be duly endorsed and verified to the satisfaction of the
Purchaser.
2
Sales Price
The Purchaser shall pay the Seller $10,000 on the Closing;
HyperDynamics shall issue the Seller 25,000 "unregistered" and "restricted"
shares of its $0.001 par value common stock; and HyperDynamics shall convey to
the Seller 403,757 and 130,000 shares of the Seller, to be respectively
acquired from Bruce Komito and Anthony Prestigiacomo and their associates and
family members.
3
Conditions Precedent to the Closing and Escrow
3.1 The Closing shall be conditioned upon the delivery to the
Seller and the Purchaser of General Releases satisfactory to the Seller and
the Purchasers by Messrs. Bruce Komito, individually and as custodian for
Elizabeth Komito; Milton Komito; Beth Komito-Gotlieb; Anthony Prestigiacomo;
Marilyn Prestigiacomo; Anthony F. Prestigiacomo; Kenneth N. Caldwell; Karen S.
Caldwell; and Giles Rider, whereby each shall release the Seller and the
Purchaser from any and all liability of any type or nature whatsoever related
to the initial merger whereby the Seller acquired Sierra-Net or otherwise
respecting the receipt or acquisition of shares of the Seller for any reason,
or whereby the Purchaser acquired its interest in Sierra-Net.
3.2 Messrs. Komito and Prestigiacomo shall also respectively
deliver to the Seller an Indemnity and Hold Harmless Agreement whereby the
Seller shall be indemnified and held harmless from and against any and all
liabilities Sierra-Net or Tahoe On-line, a Nevada corporation ("Tahoe") and
wholly-owned subsidiary of Sierra-Net.
3.3 If all conditions precedent to this Agreement are not fully
satisfied by April 30, 1997, the Purchaser shall indemnify and hold the Seller
harmless from and against any claim of all persons who were to deliver the
General Releases set forth in Section 3.1 above, except the Caldwells and
their client, Giles; or, at its option on or before April 30, 1997, the Seller
can elect to receive an additional $10,000 in cash and an additional 23,000
"unregistered" and "restricted" shares of common stock of HyperDynamics for
further consideration for its sale of Sierra-Net's outstanding securities; in
the latter event, the Seller shall indemnify and hold the Purchaser harmless
from and against all claims of the Caldwells and their client, Giles, arising
out of their alleged settled claims against Komito and Sierra-Net respecting
the purchase of shares of Sierra-Net; or at the Purchaser's option, the
Purchaser's purchase of the outstanding securities of Sierra-Net will be taken
subject to any claims of the Caldwells and their client, Giles.
3.4 HyperDynamics shall have until April 15, 1997, within which
to obtain the approval of this Agreement by its Board of Directors and
counsel.
3.5 All agreements, stock certificates, cash and other
consideration shall be held in escrow by Leonard W. Burningham, Esq of Salt
Lake City, Utah, pending satisfaction of all conditions precedent, the
abandonment of the Agreement or the alternative election by the Seller set
forth in Section 3.3 above.
4
Representations and Warranties of Seller
4.1 The Seller represents and warrants that it is the owner of
all of the outstanding securities of Sierra-Net, free and clear of any liens
and encumbrances, and that its has the right, power and authority to convey
these securities pursuant to this Agreement, without qualification, and that
it has the right, power and authority to sell such shares.
4.2 Sierra-Net has one wholly-owned subsidiary, Tahoe.
4.3 It has conducted its own investigation of the risks and
merits of the acquisition of the shares of HyperDynamics to be acquired by it
pursuant to this Agreement, including, but not limited to having been provided
with the opportunity to have access to its books and records, financial and
otherwise, and has had the opportunity to discuss this documentation with the
directors and executive officers of HyperDynamics, and to ask questions of
these directors and executive officers, and that to the extent requested, all
such questions have been answered to the Seller's satisfaction.
4.4 The Seller understands that:
(i) The shares being acquired are being received for
"investment purposes and not with a view toward further distribution";
(ii) It has a full and complete understanding of the phrase
"for investment purposes and not with a view toward further distribution";
(iii) It understands the meaning of "unregistered
shares" and knows that they are not freely tradeable;
(iv) It also understands that any stock certificate
transferred by HyperDynamics in connection with this Agreement shall be
imprinted with a legend restricting the sale, assignment, hypothecation or
other disposition unless it can be made in accordance with applicable laws,
rules and regulations;
(v) It agrees that the stock transfer records of
HyperDynamics shall reflect that it has requested HyperDynamics not to effect
any transfer of any stock certificate representing any of the shares of
HyperDynamics being acquired unless it shall first have obtained an opinion of
legal counsel to the effect that the shares may be sold in accordance with
applicable laws, rules and regulations, and it also understands that any
opinion must be from legal counsel satisfactory to HyperDynamics and,
regardless of any opinion, it similarly understands that the exemption covered
by any opinion must in fact be applicable to the shares;
(vi) It shall not sell, offer to sell, transfer, assign,
hypothecate or make any other disposition of any interest in the shares being
acquired except as may be pursuant to any applicable securities laws, rules
and regulations;
(vii) It fully understands that any investment for the
acquisition of shares of HyperDynamics is "risk capital," and it is fully
capable of bearing the economic risks attendant to this investment, without
qualification;
(viii) It further understands that without approval of
counsel for the HyperDynamics, all shares of HyperDynamics to be issued and
delivered pursuant this Agreement shall be represented by one stock
certificate only and which such stock certificate shall be imprinted with the
following legend or a reasonable facsimile thereof on the front and reverse
sides thereof, to-wit:
The shares of stock represented by this certificate
have not been registered under the Securities Act of
1933, as amended, and may not be sold or otherwise
transferred unless compliance with the registration
provisions of such Act has been made or unless
availability of an exemption from such registration
provisions has been established, or unless sold
pursuant to Rule 144 under the Act; and
(ix) It is an "accredited investor" as that term is known
under applicable securities laws, rules and regulations.
4.5 Michael W. Gorts, the President of the Seller, shall resign
as a director of Sierra and Tahoe, effective on the Closing.
5
Representations and Warranties of HyperDynamics and the Purchaser
5.1 HyperDynamics, subject to the conditions precedent herein,
and the Purchaser, have full right, power and authority to enter into this
Agreement and to comply with the terms and provisions hereof, without
qualification.
5.2 HyperDynamics will maintain its reporting status with the
Securities and Exchange Commission (the "Commission") so long the Seller is
the owner of the shares of the Purchaser being acquired pursuant to this
Agreement, or for a period of two years, whichever is shorter, and will use
its best efforts to promptly and timely file all reports required to be filed
by it with the Commission.
5.3 The Purchaser also represents and warrants that it:
(i) It is not relying on any representation or warranty of
the Seller or any director or executive officer of the Seller except those
representations and warranties contained in Section 4 hereof, with respect to
this purchase and sale;
(ii) It has conducted its own investigation of the risks
and merits of the purchase of the outstanding securities of Sierra-Net,
including, but not limited to a review of its books and records, financial and
otherwise, and has had the opportunity to discuss this documentation with the
directors and executive officers of Sierra-Net (excluding Michael W. Gorts,
who is the President of the Seller), and to ask questions of these directors
and executive officers, and that to the extent requested, all such questions
have been answered to the Purchaser's satisfaction;
(iii) It is an "accredited investor" as that term is known
under applicable securities laws, rules and regulations, and is fully capable
of evaluating the risks and merits associated with the purchase of the
outstanding securities of Sierra-Net, without qualification.
6
Closing
The Closing shall take place at the principal executive offices of
the Seller, which are located at 101 Convention Center Drive, Las Vegas, NV
89109, not later than April 30, 1997.
7
General Provisions
7.1 Further Assurances. At any time, and from time to time,
after the Closing, each party will execute such additional instruments and
take such action as may be reasonably requested by the other party to confirm
or perfect title to any securities transferred hereunder or otherwise to carry
out the intent and purposes of this Agreement.
7.2 Waiver. Any failure on the part of any party hereto to
comply with any of their respective obligations, agreements or conditions
hereunder may be waived in writing by the party to whom such compliance is
owed.
7.3 Brokers. Each party represents to the other parties
hereunder that no broker or finder has acted for them in connection with this
Agreement, and agrees to indemnify and hold harmless the other parties against
any fee, loss or expense arising out of claims by brokers or finders employed
or alleged to have been employed by either of them.
7.4 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed to have been given if delivered in
person or sent by prepaid first-class registered or certified mail, return
receipt requested, as follows:
If to Seller: Michael W. Gorts, President
101 Convention Center Drive
Las Vegas, Nevada 89109
With a copy to: Leonard W. Burningham, Esq.
455 East 500 South, Suite 205
Salt Lake City, Utah 84111
If to HyperDynamics: Greg J. Micek, President
5444 Westheimer, Suite 2080
Houston, Texas 77056
If to Purchaser: John Kozik, President
ISP.NET, Inc.
One Independent Drive East
Suite 2405
Jacksonville, Florida 32202
7.5 Entire Agreement. This Agreement constitutes the entire
agreement between the parties and supersedes and cancels any other agreement,
representation, or communication, whether oral or written, between the parties
hereto relating to the transactions contemplated herein or the subject matter
hereof.
7.6 Headings. The section and subsection headings in this
Agreement are inserted for convenience only and shall not affect in any way
the meaning or interpretation of this Agreement.
7.7 Governing Law. This Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of Nevada,
except to the extent pre-empted by federal law, in which event (and to that
extent only), federal law shall govern.
7.8 Assignment. This Agreement shall inure to the benefit of,
and be binding upon, the parties hereto and their successors and assigns;
provided however, that any assignment by any party of any rights under this
Agreement without the prior written consent of the other party shall be void.
7.9 Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
IN WITNESS HEREOF, the parties hereto have executed this Agreement
on the dates indicated opposite their respective officers' signatures.
NET TELECOMMUNICATIONS, INCORPORATED
Dated: 4/1/97. By /s/ Michael W. Gorts, President
ISP.NET, INC.
Dated: 4/1/97. By /s/ John Kozik, President
HYPERDYNAMICS, INC.
Dated: 4/25/97. By /s/ Greg J. Micek, President
<PAGE>
ADDENDUM TO STOCK PURCHASE AGREEMENT
THIS ADDENDUM TO STOCK PURCHASE AGREEMENT is made this 25th day of
April, 1997, by and between Net Telecommunications, Incorporated, a Nevada
corporation ("Net Tel"); ISP.NET, a Florida corporation ("ISP.NET"); IF & E,
Inc., a Florida corporation ("IF&E"); and HyperDynamics Corporation, a
Delaware corporation ("HyperDynamics"):
RECITALS
WHEREAS, HyperDynamics has been submitted a proposal pursuant to a
Stock Purchase Agreement dated April 1, 1997 (the "Agreement"), between Net
Tel as the "Seller," and ISP.NET as the "Buyer," a copy of which is attached
hereto and incorporated herein by reference, regarding the purchase of all of
the outstanding securities of Sierra-Net, Inc., a Nevada corporation and
wholly-owned subsidiary of Net Tel ("Sierra"); and
WHEREAS, Tahoe On-Line, a Nevada corporation ("Tahoe"), which is
referred to as a wholly-owned subsidiary of Sierra in the Agreement, was in
fact merged into Sierra and is not a subsidiary;
WHEREAS, HyperDynamics, as party to the Agreement, was to become a
joint owner of a minority interest in ISP.NET following the purchase of the
securities of Sierra by issuing a number of "unregistered" and "restricted"
shares of its common stock to certain parties, including Net Tel, former
stockholders of Sierra and two parties who had outstanding claims against
Sierra and Net Tel; and
WHEREAS, the Agreement was subject to the approval of the Board of
Directors of HyperDynamics; and
WHEREAS, HyperDynamics has reached an understanding with ISP.NET
through its parent, IF&E, pursuant to which HyperDynamics will receive 4% of
the monthly gross sales of Sierra, and 19% of the sales price of Sierra, if
and when Sierra is sold by ISP.NET, in consideration of the issuance of
certain shares of HyperDynamics' "unregistered" and "restricted" securities as
outlined below, and subject to the resolution of the claims of the law firm of
Caldwell & Caldwell and their client against Net Tel and Sierra;
NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
do hereby agree to this Addendum to the Agreement, with the remaining
provisions of the Agreement to remain in full force and effect, to-wit:
1. That HyperDynamics shall issue the following "unregistered"
and "restricted" shares of its common stock to IF&E in consideration of its
understanding with IF&E through ISP.NET as aforesaid, to-wit: 25,000 shares
(which are the shares that were previously to be issued to Net Tel under the
Agreement [the shares which were previously to be issued to the Caldwells and
their client under the Agreement will be waived in the settlement discussed
below]); and an additional 152,000 "unregistered" and "restricted" shares of
its common stock to Net Tel in consideration of the Agreement, such shares to
be issued as directed by Net Tel.
2. That additional "unregistered" and "restricted" shares of
HyperDynamics' common stock be issued to Leonard W. Burningham, Esq. at 50% of
the bid price on acceptance of this Addendum, the amount of which will be
based upon Mr. Burningham's billing to HyperDynamics for all services related
to the Agreement, with the understanding that Mr. Burningham will credit Net
Tel for any fees in this regard previously billed to Net Tel;
3. That based upon resolutions of the Board of Directors of
HyperDynamics, a copy of which are attached hereto and incorporated herein by
reference, such shares be deemed fully paid and non-assessable on issuance,
and that the issuance thereof be subject to the following conditions, to-wit:
(i) IF&E and/or ISP.NET will pay the Caldwells and their
client, Giles F. Rider, and aggregate total of $50,000 to
resolve any and all claims they may have against Net Tel and
Sierra, excepting the monthly payments presently being paid
by Sierra to Mr. Rider in the amount of $1,000, and IF&E
and/or ISP.NET shall be entitled to receive an aggregate
total of 80,000 "unregistered" and "restricted" shares of
Net Tel common stock which were to be transferred to the
Caldwells and Mr. Rider;
(ii) That Net Tel waives the $10,000 and the 25,000
"unregistered" and "restricted" shares of common stock of
HyperDynamics it was to receive under the Agreement;
(iii) The acceptance of these proposals by Net Tel, ISP.NET,
HyperDynamics and IF&E, which will amend the Agreement in
all particulars;
(iv) That Net Tel, by its acceptance hereof, represents and
warrants that to its knowledge, the representations and
warranties regarding Sierra contained in the preliminary
draft of an Asset Purchase Agreement prepared by the law
firm of Pezzola & Reinke, a copy of which is attached hereto
and incorporated herein by reference, are true and correct;
however, the Board of Directors understands that no director
or executive officer of Net Tel has been directly or
indirectly involved in the business operations of Sierra;
(v) The parties agree that the venue of any dispute
respecting the Agreement or this Addendum shall be in the
court or courts of competent jurisdiction where
HyperDynamics maintains its principal executive offices; and
(vi) In the event of any such dispute, the parties agree
such dispute shall be settled and determined by binding
arbitration by an arbitrator to be selected by the
representatives of each of the parties to this Agreement.
In the event that the parties hereto cannot agree on a
single arbitrator, then each party shall select its own
arbitrator and these arbitrators shall select an additional
arbitrator in order to resolve any disputes hereunder. The
location of such arbitration shall be at an office of the
American Arbitration Association nearest to the principal
executive offices of HyperDynamics.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year set forth above.
NET TELECOMMUNICATIONS,
INCORPORATED
Dated: 4/25/97. By /s/ Michael W. Gorts, President
ISP.NET, INC.
Dated: 4/25/97 By /s/ John Kozik, President
IF & E, INC.
Dated: 4/25/97. By /s/ John Kozik, President
HYPERDYNAMICS CORPORATION
Dated: 4/25/97. By /s/ Greg J. Micek
