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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A-2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
December 8, 2000
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Date of Report (date of earliest event reported)
9278 COMMUNICATIONS, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 333-37654 98-0207906
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(State or other jurisdiction (Commission File No.) (IRS Employer Identification No.)
of incorporation)
1942 Williamsbridge Road
Bronx, New York 10461
(Address of principal executive offices)
Registrant's telephone number, including area code: (718) 887-9278
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Not Applicable
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(Former name or former address if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 8, 2000, pursuant to an Agreement and Plan of Merger, by
and among Reliable Networks, Inc., a New York corporation ("Reliable"), Nasir
Ghesani (the "Shareholder"), the Registrant and Reliable Acquisition Corp., a
New York corporation and wholly-owned subsidiary of the Registrant ("Acquisition
Corp."), Reliable was merged with and into Acquisition Corp. (the "Merger"),
thereby becoming a wholly-owned subsidiary of the Registrant. As a result of the
Merger, the Shareholder was issued: (i) a cash payment in the amount of one
million ($1,000,000) dollars, (ii) one million (1,000,000) shares of common
stock of the Registrant (the "Shares"), and (iii) three (3) promissory notes, in
the aggregate amount of one million ($1,000,000) dollars (the "Notes"). The
number of Shares and amount of the Notes issued to the Shareholder as a result
of the Merger are subject to adjustment under certain circumstances.
In connection with the Merger, the Shareholder entered into an
Employment Agreement with the Registrant and Acquisition Corp., to serve as
Acquisition Corp.'s President through December 31, 2002.
The Merger became effective upon filing of a Certificate of Merger, on
December 12, 2000. As a result of the Merger, the aggregate number of issued and
outstanding shares of the Registrant increased to 22,186,209 shares.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
(a) Financial Statements of Business Acquired
Balance Sheet at September 30, 2000 (unaudited) and December
31, 1999
Statement of Income for the nine months ended September 30,
2000 and 1999 (unaudited) and the years ended December 31,
1999 and 1998
Statement of Cash Flows for the nine months ended September
30, 2000 and 1999 (unaudited) and the years ended December 31,
1999 and 1998
Statement of Changes in Shareholder's Equity for the nine
months ended September 30, 2000 (unaudited) and the years
ended December 31, 1999 and 1998
Notes to Financial Statements
(b) Pro Forma Financial Information
Pro Forma Balance Sheet at September 30, 2000
Pro Forma Statement of Operations for the nine months ended
September 30, 2000
Pro Forma Statement of Operations for the year ended December
31, 1999
Notes to Pro Forma Balance Sheet
Notes to Pro Forma Statement of Operations
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(c) Exhibits
2.1 Agreement and Plan of Merger by and among Reliable, the
Shareholder, Acquisition Corp. and the Registrant,
dated December 8, 2000*
4.1 Promissory Note, in the amount of $400,000, made by the
Registrant to the Shareholder, dated December 8, 2000*
4.2 Promissory Note, in the amount of $100,000, made by the
Registrant to the Shareholder, dated December 8, 2000*
4.3 Promissory Note, in the amount of $500,000, made by the
Registrant to the Shareholder, dated December 8, 2000*
10.1 Employment Agreement by and among the Registrant,
Acquisition Corp. and the Shareholder, dated December 8,
2000*
10.2 Lock-up Agreement between the Registrant and the Shareholder,
dated December 8, 2000*
99.1 Financial Statements of Reliable and Pro Forma Financial
Data**
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* Previously filed
** Filed herewith
3
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.
9278 COMMUNICATIONS, INC.
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(Registrant)
Date: April 13, 2001
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By: /s/ Sajid Kapadia
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Sajid Kapadia
Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description of Document
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2.1 Agreement and Plan of Merger by and among Reliable, the
Shareholder, Acquisition Corp. and the Registrant,
dated December 8, 2000*
4.1 Promissory Note, in the amount of $400,000, made by the
Registrant to the Shareholder, dated December 8, 2000*
4.2 Promissory Note, in the amount of $100,000, made by the
Registrant to the Shareholder, dated December 8, 2000*
4.3 Promissory Note, in the amount of $500,000, made by the
Registrant to the Shareholder, dated December 8, 2000*
10.1 Employment Agreement by and among the Registrant,
Acquisition Corp. and the Shareholder, dated December 8,
2000*
10.2 Lock-up Agreement between the Registrant and the Shareholder,
dated December 8, 2000*
99.1 Financial Statements of Reliable and Pro Forma Financial
Data**
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* Previously filed
** Filed herewith