SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 13, 2001
GROUP LONG DISTANCE, INC.
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(Exact name of Registrant as Specified in Charter)
Florida 0-21913 65-0213198
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(State or other jurisdiction (Commission (IRS Employer
of organization) File Number) Identification No.)
400 E. Atlantic Boulevard, First Floor, Pompano Beach, Florida 33060
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (954) 788-7871
Item 1. Change in Control of Registrant
On April 13, 2001, Barbara Conrad, Prehn, L.P. and Wachtell, L.P.
(collectively, "the Shareholders") acquired 7,800,000 shares of common stock of
the Registrant, constituting approximately 69% of the issued and outstanding
shares of common stock of the Registrant. In addition, the Registrant
anticipates issuing an additional 2,200,000 shares of its common stock to the
Shareholders. See "Item 2. Acquisition or Disposition of Assets," below.
Item 2. Acquisition or Disposition of Assets
On April 13, 2001, the Registrant completed its previously announced
acquisition of all of the outstanding securities of HomeAccess MicroWeb, Inc.
("HomeAccess"), a subsidiary of Quentra Networks, Inc. A Form 8-K with regard to
this acquisition had previously been filed with the Securities and Exchange
Commission on February 1, 2001.
In connection with the acquisition, the Registrant delivered cash in
the amount of $100,000 and 200,000 shares of a new Series A Preferred Stock. The
Series A Preferred Stock has a liquidation preference of $20 per share, does not
pay any dividends or have any voting rights, and can be converted into shares of
the Registrant's common stock on the basis of one share of Series A Preferred
Stock for ten shares of common stock.
Separately, on April 13, 2001, the Registrant acquired from the
Shareholders 80% of the outstanding shares of common stock of HA Technology,
Inc. in exchange for 7,800,000 shares of common stock of the Registrant. HA
Technology holds a license to market and distribute HomeAccess (TM) technology
in certain geographic areas.
Simultaneously with the acquisition, the Registrant entered into an
agreement pursuant to which it agreed to acquire the remaining 20% of the
outstanding shares of common stock of HA Technology, Inc. in exchange for
2,200,000 shares of common stock of the Registrant. The acquisition by the
Registrant of the remaining 20% of the outstanding shares of common stock of HA
Technology, Inc. is subject to certain conditions, including an increase in the
number of authorized shares of common stock of the Registrant.
As a result of the acquisition, the Shareholders now hold a majority of
the outstanding shares of Common Stock of the Registrant, and a "change in
control" of the Registrant has occurred. Jerry Conrad, the husband of Barbara
Conrad, has been named the Chairman of the Board and Chief Executive Officer of
the Registrant, Glenn Koach remains as the President and Chief Operating Officer
of the Registrant and Peter Wachtell has been named as a member of the Board of
Directors of the Registrant.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Information required by this paragraph shall be filed by an
amendment to this report not later than sixty days after the
date hereof.
(b) Pro Forma Financial Information
Information required by this paragraph shall be filed by an
amendment to this report not later than sixty days after the
date hereof.
(c) Exhibits
10.51 Registration Rights Agreement dated April 13, 2001 by
and between Group Long Distance, Inc. and Quentra
Networks, Inc.
10.52 Exchange Agreement dated April 13, 2001 by and
between Group Long Distance, Inc. and Barbara Conrad
10.53 Second Exchange Agreement dated April 13, 2001 by and
between Group Long Distance, Inc. and Barbara Conrad
10.54 Registration Rights Agreement dated April 13, 2001 by
and between Group Long Distance, Inc. and Barbara
Conrad
10.55 Employment Agreement dated April 13, 2001 by and
between Group Long Distance, Inc. and Jerry Conrad
10.56 Employment Agreement dated April 13, 2001 by and
between Group Long Distance, Inc. and Glenn S. Koach
10.57 Warrant to Purchase 250,000 shares of Common Stock
dated April 13, 2001 issued by Group Long Distance,
Inc. to Jerry Conrad
10.58 Warrant to Purchase 250,000 shares of Common Stock
dated April 13, 2001 issued by Group Long Distance,
Inc. to Glenn S. Koach
10.59 Warrant to Purchase 200,000 shares of Common Stock
dated April 13, 2001 issued by Group Long Distance,
Inc. to Quentra Networks, Inc.
10.60 Press Release issued by the Company dated April 16,
2001.
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
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Glenn S. Koach
President and COO