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) March 2, 2000
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 March 2, 2000, 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 place the Company's
Internet technology division, Mint Internet, into a wholly owned subsidiary, E2
Corp. ("E2"), and sell 80.1% of E2 to MINT's former CEO, John Parsons in
exchange for 300,000 common shares of MINT. As part of the agreement, Parsons
resigned his positions as President, CEO, Director and Chairman of MINT and will
assume those positions with E2.
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 March 2, 2000.
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: March 8, 2000 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
- ------- -----------
99.1 Text of Press Release dated March 2, 2000.
Exhibit 99.1 Text of Press Release dated March 2, 2000
News Release
Contact: Russ Hinnershitz John Parsons
Micro-Integration Corp. E2 Corp.
1-610-375-4231 Ext. 15 1-603-895-3492
MICRO-INTEGRATION TO SELL MAJORITY STAKE IN MINT
INTERNET DIVISION TO FORMER CEO.
FROSTBURG, MD -- March 2, 2000 -- Micro-Integration Corp. (OTCBB: MINT) today
announced it has reached an agreement to place the Company's Internet technology
division, Mint Internet, into a wholly owned subsidiary, E2 Corp ("E2"), and
sell 80 1% of E2 to MINT's former CEO, John Parsons. As part of the agreement,
Parsons resigned his positions as President, CEO, Director and Chairman of MINT
and will assume those positions with E2. Russ Hinnershitz, MINT's Chief
Operating Officer, has assumed the position of President of MINT. Max Eveleth,
Jr., a long-time director of Micro-Integration Corp., has been appointed
Chairman of MINT.
"Moving the Mint Internet division out of Micro-Integration makes sense for
several reasons," according to President Hinnershitz. "The expenses associated
with development of the Internet technology are not compatible with MINT's cash
flow and profit objectives. We believe E2 as a private company totally focused
on Internet related opportunities will be more attractive to the investment
community. This transaction will free-up Micro-Integration resources and allow
them to be focused on its IT Services business. Although we will be transferring
our proprietary Internet technology to E2, we will continue to offer Internet
consulting services, including website design and website hosting, to our
customers."
Ex-CEO Parsons agreed, saying, "We came to the conclusion it was in the
Company's best interest to remove the significant drain on Micro-Integration's
financial resources the Mint Internet investment has been causing. Since I have
been the champion of this division's efforts I have decided to pursue this
opportunity independently."
Micro-Integration offers systems and network integration, consultation, and
services to organizations who desire to utilize information technology resources
as a strategic business tool.
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 Company's ability to obtain
appropriate funds for working capital and other cash requirements, competition,
tightening margins in the Company's Information Technologies Services business,
continuing declines in revenues in the Company's PC connectivity business,
and/or the unpredictability of future revenues in the Company's business
segments. These factors are not intended to represent a complete list of all
risks and uncertainties inherent in the Company's business, and should be read
in conjunction with the more detailed cautionary statements included elsewhere
in the Company's filing with the Securities and Exchange Commission, especially
the Company's Form 10-KSB for the year ended March 31, 1999. The Company assumes
no obligation to update the information in this release.
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