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): June 2, 2000
Tanner's Restaurant Group, Inc.
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(Exact name of Registrant as specified in charter)
Texas 33-95796 76-0406417
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(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
5500 Oakbrook Parkway, Suite 260, Norcross, Georgia 30093
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(Address of principal executive offices) (Zip Code)
(203) 333-6389
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(Registrant's Telephone Number, including Area Code)
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Item 1. Changes in Control of the Registrant
Effective May 31, 2000, (closing date June 2, 2000), Tanners Restaurant
Group, Inc. (the "Company," "we" or "us") purchased from DCI Telecommunications,
Inc. ("DCI") all of the common stock of Fone.com, Ltd., a company organized
under the laws of England and Wales ("Fone") in exchange for 40,000,000 shares
of our common stock and our assumption of $3,453,652 of debt of DCI. DCI now
owns 62.67% of the outstanding shares of our common stock.
We intend to hold our annual meeting as soon as practicable in order to
elect directors. One of our existing directors, Rollin M. Shouse, has informed
management that he does not intend to stand for re-election as director. DCI has
nominated Clifford Postelnik and Lawrence Shatsoff to become directors of the
Company and has notified management of the Company of its intent to vote all of
its shares in favor of their election.
Item 2. Acquisition or Disposition of Assets
Effective May 31, 2000, (closing date June 2, 2000), we purchased from DCI
all of the outstanding shares of Fone in exchange for 40,000,000 shares of the
our common stock and our assumption of $3,453,652 of debt of DCI (the "Fone
Transaction"). In addition, we agreed to file within 60 days of the close of the
Fone Transaction a registration statement with the SEC covering the resale of
those 40,000,000 shares Fone is involved in the business of reselling long
distance and prepaid international telecommunications and internet services in
the United Kingdom.
On June 7, 2000, we received a net investment of $900,000 in exchange for
6% Secured Convertible Debentures ("Debentures"). We issued Debentures in an
aggregate principal amount of $4,553,652, of which $4,353,652 were issued to
Sherman, L.L.C. ("Sherman") and $200,000 were issued to Triton Private Equities
Fund, L.P. ("Triton"). The Debentures issued to Triton were issued to refinance
existing indebtedness owed to Triton. The Debentures issued to Sherman were
issued in exchange for an investment of $900,000 by Sherman, the payment of
$200,000 of our existing indebtedness by Sherman, and to refinance another
$3,653,652 of existing indebtedness owed by us.
The Debentures issued to Sherman and Triton entitle the holder to convert
all or a portion of the Debentures into shares of our common stock, at a
conversion price which is the lower of $.75 per share or a variable conversion
price of seventy-five percent (75%) of the average of the five lowest closing
prices of our stock during the twenty preceding trading days immediately prior
to the date of conversion. In addition, the conversion price of our common stock
is reduced by a further 10% discount if, before October 5, 2000, we sell our
common stock without consent of each of the holders of the Debenture at a price
that is lower than either the market price of our common stock on June 7, 2000
or $.75 per share. The maximum number of shares of our common stock into which
the holder of the Debenture may convert is capped at 4.9% of the total number of
outstanding shares of our common stock, as determined in accordance with Section
13(d) of the Securities Exchange Act of 1934, as amended. The holder of the
Debenture may convert into additional shares of our common stock only to the
extent that previously converted shares are sold in the open market, so that the
amount beneficially owned by that holder never exceeds 4.9%. The Debentures are
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secured by all of the assets and property of the Company, including a pledge of
all of the outstanding shares of Fone. In addition, we have agreed to file a
registration statement with the SEC within 150 days of June 7, 2000 covering the
resale of the common stock issuable upon conversion of the Debentures.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The Company has determined that it is impracticable to provide with
this Report on Form 8-K the required financial statements relating to
the transaction as prescribed by Item 310 of Regulation S-B. The
Company will file the required financial statements in an amendment to
this Report on Form 8-K within 60 days of the date that this Report on
Form 8-K is due.
(b) Pro Forma Financial Statements
The Company has determined that it is impracticable to provide with
this Report on Form 8-K the required pro forma financial statements
relating to the transaction as prescribed by Item 310 of Regulation
S-B. The Company will file the required pro forma financial statements
in an amendment to this Report on Form 8-K within 60 days of the date
that this Report on Form 8-K is due.
(c) Exhibits
Exhibit No. Description
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2.1 Stock Purchase Agreement by and between Tanner's
Restaurant Group, Inc. and DCI Telecommunications
dated May 31, 2000.
4.1 Form of Debenture (incorporated by reference to Annex
I of Exhibit 10.1 of this Form 8-K).
10.1 Securities Purchase Agreement by and among Tanner's
Restaurant Group, Inc., Sherman L.L.C., and Triton
Private Equities Fund, L.P. dated June 7, 2000.
10.2 Security Interest and Pledge Provisions between
Tanner's Restaurant Group, Inc. and Fone.com Limited
(incorporated by reference to Annex VI of Exhibit 10.1
of this Form 8-K).
10.3 Registration Rights Agreement by and among Tanner's
Restaurant Group, Inc., Sherman L.L.C., and Triton
Private Equities Fund, L.P. dated June 7, 2000
(incorporated by reference to Annex IV of Exhibit 10.1
of this Form 8-K).
99.1 Press release dated June 16, 2000.
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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.
TANNER'S RESTAURANT GROUP, INC.
Dated: June 19, 2000 By: /s/ Jose A. Auffant
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Jose A. Auffant
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Stock Purchase Agreement by and between Tanner's Restaurant Group,
Inc. and DCI Telecommunications dated May 31, 2000.
4.1 Form of Debenture (incorporated by reference to Annex I of
Exhibit 10.1 of this Form 8-K).
10.1 Securities Purchase Agreement by and among Tanner's Restaurant
Group, Inc., Sherman L.L.C., and Triton Private Equities Fund,
L.P. dated June 7, 2000.
10.2 Security Interest and Pledge Provisions between Tanner's
Restaurant Group, Inc. and Fone.com Limited (incorporated by
reference to Annex VI of Exhibit 10.1 of this Form 8-K).
10.3 Registration Rights Agreement by and among Tanner's Restaurant
Group, Inc., Sherman L.L.C., and Triton Private Equities Fund,
L.P. dated June 7, 2000 (incorporated by reference to Annex IV of
Exhibit 10.1 of this Form 8-K).
99.1 Press release dated June 16, 2000.
