UNITED
STATES
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 28, 2008
Rapid
Link, Incorporated
(Exact
name of Registrant as specified in its charter)
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Delaware
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0-22636
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75-2461665
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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5408 N.
99 th
Street
Omaha,
Nebraska 68134
(Address
of principle executive offices, including Zip Code)
Registrant's
telephone number, including area code (402) 392-7561
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Forward
Looking Statements
This Form
8-K and other reports filed by Registrant from time to time with the Securities
and Exchange Commission (collectively the “Filings”) contain or may contain
forward looking statements and information that are based upon beliefs of, and
information currently available to, Registrant’s management as well as estimates
and assumptions made by Registrant’s management. When used in the filings the
words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”
or the negative of these terms and similar expressions as they relate to
Registrant or Registrant’s management identify forward looking statements. Such
statements reflect the current view of Registrant with respect to future events
and are subject to risks, uncertainties, assumptions and other factors relating
to Registrant’s industry, Registrant’s operations and results of operations and
any businesses that may be acquired by Registrant. Should one or more of these
risks or uncertainties materialize, or should the underlying assumptions prove
incorrect, actual results may differ significantly from those anticipated,
believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements to
actual results. The following discussion should be read in conjunction with
Registrant’s pro forma financial statements and the related notes that will be
filed herein.
Item
1.01 Entry into a Stock Purchase Agreement
OMAHA, NE – March 28, 2008 –
Rapid Link, Incorporated, a Delaware corporation, signed a Stock Purchase
Agreement to acquire all of the outstanding capital stock of One Ring Networks,
Inc., consisting of 11,971,427 shares of common stock, $0.01 par value per share
and 352,940 warrants with an exercise price of $0.0375 per
share. 4,000,000 shares of Rapid Link common stock shall be delivered
to One Ring Network’s stockholders within five (5) days of closing
date. Additional consideration can be attained by One Ring Networks
with certain performance objectives being achieved.
One Ring
Networks operates one of the largest hybrid fiber and fixed wireless networks in
the United States and is one of the few carriers offering end-to-end
communications and networking services without relying on other companies' last
mile connections. Over its next generation network that spans
thousands of route miles, One Ring offers high-speed data services and
feature-rich IP telephony throughout the metro areas of Atlanta, St. Louis and
Washington, D.C.
A copy of
the press release is attached hereto as Exhibit 99.1 and the information
contained in the press release is incorporated in the Item 1.01 by
reference.
Item
9.01. Financial Statements and Exhibits.
Exhibits
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Exhibit
Number
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Description
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Press
release dated March 28, 2008 announcing closing of the acquisition of One
Ring Networks, Inc.
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Common
Stock Purchase Agreement dated March 28, 2008 between Rapid Link, Inc. and
One Ring Networks, Inc.
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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.
RAPID
LINK, INCORPORATED
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Date:
March 28, 2008
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/s/ John A. Jenkins
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John
A. Jenkins
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Chief
Executive Officer and Chairman of the
Board
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