8-K 1 0001.txt FORM 8-K DATED MAY 19, 2000 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): May 19, 2000 (May 19, 2000) NETVOICE TECHNOLOGIES CORPORATION ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) NEVADA 0-29025 91-1986538 ---------------- ------------------------ ---------------------- (State or other (Commission file number) (I.R.S. Employer jurisdiction of Identification Number) incorporation or organization) 13747 MONTFORT DRIVE, SUITE 250 Dallas, Texas 75240 ------------------------------------------------------------ (Address of principal executive offices, including zip code) (972) 788-2988 -------------------------------------------------- (Registrants telephone number, including area code) -1- ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Effective May 19, 2000, Netvoice Technologies Corporation and its wholly owned subsidiary NetVoice Technologies, Inc. (collectively "Netvoice") completed the acquisition of Synetric, Inc. of Dallas, Texas ("Synetric") pursuant to a definitive Stock Purchase Agreement ("Agreement") whereby Netvoice acquired all of the issued and outstanding shares of Synetric from eight (8) individuals, including officers and directors of Synetric. Pursuant to the Agreement, Netvoice issued 286,458 shares of "restricted" common stock. The Agreement provides that of the 286,458 shares delivered at closing, 33,229 shares will be held in escrow for a period of one (1) year following the closing to satisfy any future indemnification claims. Netvoice will record this transaction under the purchase method of accounting. Concurrent with the execution of the Agreement, the Company entered into an employment agreement with John C' de Baca for a period of two years. Mr. C' de Baca employment agreement provides for him to continue to serve as President of Synetric or in such other capacity as determined by Netvoice's Board of Directors. Mr. C' de Baca's employment agreement contains certain confidentially and noncompetition provisions. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. In accordance with paragraph (a)(4) of Item 7 of Form 8-K, the historical financial statements required in connection with the Synetric, Inc. acquisition are not included in this initial report but will be filed not later than 60 days after the date this report is required to be filed. (b) Pro Forma Financial Information In accordance with paragraph (b)(2) of Item 7 of Form 8-K, the pro forma financial information required in connection with the Synetric, Inc. acquisition are not included in this initial report but will be filed not later than 60 days after the date this report is required to be filed. (c) Exhibits Exhibit Number Description ------- ----------- 2.1 Stock Purchase Agreement dated May 19, 2000 by and between Netvoice Technologies Corporation and Synetric, Inc. and Exhibits -2- 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 thereunto duly authorized. NETVOICE TECHNOLOGIES CORPORATION Date: June 5, 2000 By: /s/ JEFFREY ROTHELL -------------------------------- Jeffrey Rothell, President, Chief Executive Officer Date: June 5, 2000 By: /s/ GARTH COOK ------------------------------ Garth Cook, Treasurer, Chief Financial Officer and Chief Accounting Officer -3- INDEX TO EXHIBITS ----------------- Exhibit Number Description ------- ----------- 2.1 Stock Purchase Agreement dated May 19, 2000 by and between Netvoice Technologies Corporation and Synetric, Inc. and exhibits -4-