U.S. 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) August 16, 1999
Micro-Integration Corp.
(Exact name of small business issuer as specified in its charter)
Delaware 0000-23710 06-1204847
(State or other jurisdiction of (Commission (I.R.S. employer
incorporation or organization) file number) identification no.)
One Science Park, Frostburg, Maryland 21532
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (301) 689-0800
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Item 5. OTHER EVENTS.
On August 16, 1999, Micro-Integration Corp. issued its press release, attached
hereto as Exhibit 99.1 and incorporated by reference herein, with respect to its
announcement that it has signed a letter of intent to merge with GeoPortals.com,
Inc., a New York-based Internet portals company operating a network of related
geocentric Internet portals.
The press release contains forward-looking statements that involve potential
risks and uncertainties that could cause actual results to differ materially
from those stated or implied by such forward-looking statements.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
99.1 Text of Press Release dated August 16, 1999.
2
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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 hereunto duly authorized.
Micro-Integration Corp.
Date: August 18, 1999 By: /s/ Terry D. Frost
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Terry D. Frost
Chief Financial Officer
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MICRO-INTEGRATION CORP.
INDEX TO EXHIBITS
Exhibit Description
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99.1 Text of Press Release dated August 16, 1999
Exhibit 99.1 Text of Press Release dated August 16, 1999
News Release
Contact: John Parsons Tom Gilbert
Micro-Integration Corp. GeoPortals.com, Inc.
1-800-600-6448 Ext. 820 1-800-728-0032
Micro-Integration, GeoPortals.com to Merge,
Pursue E-commerce Opportunities
FROSTBURG, MD -- August 16, 1999 -- Micro-Integration Corp. (NASDAQ: MINT), an
Information Technology and Internet services company with approximately
$12,000,000 in annual revenues, today announced it has signed a letter of intent
to merge with GeoPortals.com, Inc., a New York-based Internet portals company
operating a network of related geocentric Internet portals. The post-merger
Company will be named GeoPortals.com, Inc.
Under the terms of the letter of intent, Micro-Integration stockholders will
hold 40% of GeoPortals.com, while current GeoPortals stockholders will hold 60%.
The merger is contingent on several items, including GeoPortals' successful
completion of at least $2.0 million in private equity funding, with at least
$1.8 million in cash at closing, stockholder and board of directors approvals,
and completion of due diligence, among other items.
GeoPortals was founded by Tom Gilbert, a venture capitalist with twenty-five
years of capital markets experience, who will be Chairman & CEO of the combined
companies. GeoPortals' early round investors include Frank Biondi, Chairman and
CEO of Biondi Reiss Capital Management and formerly CEO of Universal Studios and
Viacom.
GeoPortals has approximately 32 Internet web sites running, with additional
sites planned, all branded with the "Geo" domain name prefix. The portals, such
as GeoShopper (www.geoshopper.com), GeoTravels (www.geotravels.com), GeoSport
(www.geosport.com), and GeoHistory (www.geohistory.com), all fall into one of
four main categories: Retail, Community, Education, and Business-to-Business.
-more-
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Micro-Integration, GeoPortals.com to Merge...(page2)
Designed to attract the increasingly sophisticated Internet portal users who are
migrating toward more specialized sites, GeoPortals provides rapid access to a
variety of targeted web resources. Each vertical portal focuses on a generic
category of interest to users, who become self-selecting prospects for related
goods and services. GeoPortals has been developing a Global Locator System to
help both business and consumer users find "real world" as well as cyberspace
resources, and Micro-Integration has developed related Internet technology.
Micro-Integration's Mint Internet Division has developed proprietary Internet
technology based on geographic information and user demographics that will give
GeoPortals users and customers functionality and real-time economic applications
that are not currently available elsewhere. Micro-Integration's annual revenues
of approximately $12,000,000 are derived primarily from its Information
Technology Group which provides network integration, accounting and server
database consultation services, and Internet solutions to enterprises and
organizations. The company has been deeply involved with the Internet since 1995
when it started a consumer Internet Service Provider (ISP) business which was
sold in 1997 to MindSpring, Inc.
Micro-Integration CEO John Parsons said, "This is a major step in our strategy
to combine synergistic Internet companies and put our e-commerce solutions
on-line. The new GeoPortals.com will have sufficient capital to solve our
immediate cash challenges and allow us to develop our technology and file the
appropriate patent applications. This merger is intended to give us the
financial and marketing resources to move us more rapidly into the e-commerce
arena." Mr. Parsons will be GeoPortals' Chief Technology Officer after
completion of the merger.
GeoPortals.com Chairman and CEO Tom Gilbert said, "We are fortunate to have
found exactly the right mix of technology, revenue base, and depth of talent we
need to develop and roll out a broad range of e-commerce retail and
business-to-business applications through our network of geoportals.
Micro-Integration will help us design and implement the `geocentric'
functionality that will be integrated into all of our `geo' portals, giving our
users new ways of finding resources and transacting business on the Internet."
-more-
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Micro-Integration, GeoPortals.com to Merge...(page3)
Except for historical information, the matters discussed in this news release
are forward-looking statements that are subject to certain risks and
uncertainties that could cause the actual results to differ materially from
those projected. Risks and uncertainties include the timely satisfaction of the
conditions that must be satisfied for the consummation of the intended merger
between Micro-Integration and GeoPortals.com, the company's ability to operate
profitably in the future, the company's ability to continue to acquire, finance
and manage targeted technology businesses, the timely development and acceptance
of new products, and price competition. If the merger is not consummated it is
expected that Micro-Integration will continue to experience the financial
challenges previously disclosed. The Company assumes no obligation to update the
information in this release.
GeoPortals' web site is www.geoportals.com; Micro-Integration's web site is
www.miworld.com.
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