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UNITED STATES
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): June 14, 2004
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ILINC COMMUNICATIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-13725 76-0545043
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2999 NORTH 44TH STREET, SUITE 650, PHOENIX, ARIZONA 85018
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(602) 952-1200
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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ITEM 2. ACQUISITION OF ASSETS
iLinc Communications, Inc., (the "Company"), executed a definitive agreement to
acquire substantially all of the assets of Glyphics Communications, Inc., a Utah
based private company, that is a provider of audio conferencing services. The
acquisition was finally consummated on June 14, 2004. The purchase price, which
is expected to total $5.568 million, is based on a multiple of the Glyphics'
2003 estimated annual audited net audio conferencing business revenues. The
purchase price will be paid with the assumption of approximately $2.114 million
in specific liabilities, with the balance paid using the Company's common stock
at the fixed price of $1.05 per share, or an estimated 3.524 million shares. The
actual purchase price to be paid, and the resulting number of shares to be
issued will be based upon the audited results that are expected to be obtained
within sixty days of the closing date. Twenty percent of the consideration due
is being held in escrow. Amounts held in escrow will be available to the Company
to satisfy contingent claims and seller's indemnification obligations. Amounts
held in escrow also may be returned to the Company in the event that audio
conferencing revenue performance measures required to be obtained by the Company
during the 2004 calendar year are not met. The Company plans to continue to
pursue the business formerly conducted by the seller on an integrated basis with
its existing Web conferencing products.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Financial Statements for Glyphics Communications, Inc. will be filed under an
amendment to this report as soon as practicable but not later than sixty days
after the required filing date of this report.
(b) Pro Forma Financial Information
Pro forma financial information relative to the acquisition will be filed under
an amendment to this report as soon as practicable but not later than sixty days
after the required filing date of this report.
(c) Exhibits
2.1 Asset Purchase Agreement and Plan of Reorganization by and between iLinc
Communications, Inc., a Delaware corporation, and Glyphics Communications, Inc.,
a Utah corporation, dated to be effective June 1, 2004. Schedules and similar
attachments to this exhibit have not been filed, but the nature of their
contents is described in the body of the documents. The Company agrees to
furnish a copy of any such omitted schedules and attachments to the Securities
and Exchange Commission upon request.
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 hereunto duly authorized.
ILINC COMMUNICATIONS, INC.
By: /s/ James M. Powers
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President and Chief Executive Officer
Date: June 15, 2004