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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): February 20, 1998
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GLOBAL INTELLICOM, INC.
(Exact name of registrant as specified in its charter)
Nevada 0-26684 13-3797104
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(State or other jurisdiction (Commission file number) (I.R.S. Employer
of incorporation) Identification Number)
747 Third Avenue, New York, New York 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212)750-3772
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Item 5. Other Events.
Recent Equity Financing
As of February 20, 1998, the Company has completed the sale of 2,200
shares of Series 6 Convertible Preferred Stock and 1,425 shares of Series 7
Convertible Preferred Stock to investors in private placement transactions,
receiving aggregate net proceeds of $3,255,500 from the financing. Such
financing proceeds have been used for the carrying of inventory and
receivables and for reduction of accounts payable, increasing the Company's
working capital base in order to sustain the Company's higher level of
revenues and operations.
As provided in the Certificates of Designation for the Series 6 and
Series 7 Convertible Preferred Stock, such shares have a liquidation
preference of $1,000 each, are non-voting, and carry a dividend of $50.00 per
year, payable semi-annually. At the election of the Company, dividends may
be paid in shares of Common Stock, priced at the five-day average closing bid
price of common shares prior to the dividend record date. Shares of Series 6
and Series 7 Preferred Stock are convertible into Common Stock at a
conversion price equal to 75% of the five-day average closing bid price per
share of Common Stock immediately prior to conversion. The Company may call
such shares for redemption at a price equal to 133% of the liquidation
preference of the shares. The Company is obligated to register for public sale
the shares of Common Stock issuable to holders of Series 6 and Series 7
Convertible Preferred Stock, and expects to file with the Securities
and Exchange Commission a registration statement in which such shares are
included.
The Company will file a Certificate of Designation authorizing up to
1,500 shares of Series 8 Convertible Preferred Stock, which will contain
terms and conditions similar to those governing shares of Series 6 and
Series 7 Convertible Preferred Stock. The Company has received a written
commitment to purchase 25 Series 8 shares at a price of $1,000 per share.
Other Developments.
The Company's subsidiaries and operations have been consolidated into
two distinct divisions, a Systems Integration Group, and a production
division which assembles and markets custom-built servers, workstations and
personal computers. The Systems Integration Group, which includes the
Company's Vircom, Vircom TG, Nevcor TG, Natcom and Natcom Automated Solutions
units, acts as a value-added reseller and provides a range of information
technology consulting services, including systems integration, internal and
external linking of networks, installation of new applications, assistance
with non-compatible operating systems and architectures, and design and
support services for enterprise-wide client server computer systems. The
production division assembles, supplies and supports state-of-the-art,
custom-built network products, including
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servers, workstations and personal computers, and markets them to large
corporate and institutional customers and to systems integrators and
value-added resellers.
Anthony R. Cucchi has resigned as Vice Chairman and as a director
of the Company, effective January 23, 1998, in order to pursue other interests.
In addition, David Boim, the President of Global In-Sync, was replaced by
Eileen Buonomo, while direction of the division's sales and marketing efforts
continues under Eric Ohngemach.
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.
Date: February 27, 1998
GLOBAL INTELLICOM, INC.
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(Registrant)
By: /s/ N. Norman Muller
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N. Norman Muller, Chairman and
Chief Executive Officer
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