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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): September 2, 2005
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ILINC COMMUNICATIONS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 76-0545043
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
1-13725
(Commission File Number)
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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On September 2, 2005, the Company executed a definitive agreement to issue
40,000 unregistered shares of its Series B Preferred Stock, par value $0.001
(the "Preferred Stock") and warrants to purchase 400,000 shares of its common
stock (the "Warrants") in a private transaction that was exempt from
registration under Section 4(2) of the Securities Act of 1933, to Leeds Equity
Partners III, L.P., a Delaware limited partnership, Investor Growth Capital
Limited, a Guernsey corporation and Investor Group, L.P., a Guernsey limited
partnership (collectively, the "Quisic Investors"). The Preferred Stock and
Warrants were issued in exchange for the discharge of an accrued liability in
the amount of $400,000 that arose from the Quisic transaction that closed in
June of 2002. The Preferred Stock bears an 8% dividend, with the shares of
Preferred Stock convertible into 1,600,000 shares of the Company's common stock
using a deemed $10.00 per share issue price and a conversion price of $0.25 per
share, and Warrants that are exercisable at an exercise price equal to $0.50 per
share, with the Warrants expiring on the third anniversary of the issue date of
the Warrants.
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, Jr.
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President and Chief Executive Officer
Date: September 8, 2005