8-K
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): January 24, 2001
GROUP LONG DISTANCE, INC.
-------------------------------------
(Exact name of Registrant as Specified in Charter)
Florida 0-21913 65-0213198
---------------------------- ----------- ------------------
(State or other jurisdiction (Commission (IRS Employer
of organization) File Number) Identification No.)
400 E. Atlantic Boulevard, First Floor, Pompano Beach, Florida 33060
-------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (954) 788-7871
Item 2. Acquisition or Disposition of Assets
On January 24, 2001 Group Long Distance, Inc. ("the Company") and
Quentra Networks, Inc. (formerly Coyote Networks, Inc.) ("Quentra")
executed a letter of intent to acquire all of the issued and
outstanding securities of HomeAccess MicroWeb, Inc. ("HomeAccess"), a
subsidiary of Quentra, for a purchase price of $4,100,000.
The purchase price would be payable by the delivery at closing of
$100,000 in cash and 200,000 shares of a new Series A Preferred Stock.
The Series A Preferred Stock would have a liquidation preference of $20
per share, would not pay any dividends or have any voting rights, and
would be convertible into shares of Group Long Distance common stock on
the basis of one share of Series A Preferred Stock for ten shares of
common stock.
In addition, pending closing, Group Long Distance may make a working
capital loan of up to $500,000 to HomeAccess. The loan would be secured
by all the assets of HomeAccess and a pledge of all the outstanding
shares of HomeAccess.
The closings of the purchase and loan transactions are subject to a
number of conditions, including without limitation, the completion of
due diligence, the receipt of all requisite regulatory approvals, the
receipt of Quentra bankruptcy court approval and the preparation of
definitive documents.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
1. Letter of Intent between the Company and Quentra dated January
24, 2001.
2. Press Release issued by the Company dated January 24, 2001.
EXHIBIT INDEX
Exhibit
99.8 Letter of Intent between the Company and Quentra dated
January 24, 2001.
99.9 Press Release issued by the Company dated January 24, 2001.
2
SIGNATURE
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 thereunto duly authorized.
GROUP LONG DISTANCE, INC.
(Registrant)
By: /s/ Glenn S. Koach
--------------------------
Glenn S. Koach
President
3