UNITED STATES
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): November 21, 2002
FONEFRIEND, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-24408 33-0611753
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
2722 Loker Avenue West, Carlsbad, CA 92008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (760) 607-2330
Exhibit Index appears on page 3.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On November 21, 2002 Universal Broadband Networks, Inc. ("UBN")
completed its acquisition of all the assets of FoneFriend, Inc., a Nevada
corporation ("FoneFriend"), pursuant to an Amended and Restated and Plan of
Merger, dated as of June 12, 2002 (the "Plan of Merger"), by and among
FoneFriend and UBN. Pursuant to the Plan of Merger, FoneFriend was merged into
UBN pursuant to a "C" type, tax-free reorganization, with UBN being the
surviving corporation and changing its name to FoneFriend. Pursuant to the
express terms of the Plan of Merger:
1. All of UBN's then issued and outstanding shares of capital stock are
cancelled and extinguished and the stockholders of UBN prior to the
Merger shall have no further interest or rights in UBN;
2. UBN will then issue 2,200,000 shares of newly created common stock in
favor of FoneFriend, in exchange for all of FoneFriend's assets and
115,750 shares of newly created common stock in favor of a Liquidating
Trust. As a result, the merged registrant will have a total of
2,315,750 shares of newly created common stock issued and outstanding
of which former shareholders of the dissolved FoneFriend will own
ninety-five percent (95%) and J. Michael Issa, Esq., as Trustee of the
Liquidating Trust (which was created under the Plan), will own five
percent (5%) of the outstanding common stock of the merged Registrant.
3. The issuance of stock pursuant to the Fourth Amended Plan of
Reorganization, as filed with the U.S. Bankruptcy Court, was ordered by
the Court to be exempt from all applicable Federal, State and local
securities law pursuant to 11 U.S.C. ss. 1145(a).
4. FoneFriend management will then distribute the Registrant's shares
received to its shareholders, on a pro-rata basis. Each shareholder of
FoneFriend will receive one (1) share of the Registrant's common stock
for every four (4) shares of FoneFriend common stock held by him or
her.
5. Immediately subsequent to the merger, the Registrant will authorize the
issuance of 820,361 shares of a newly created Series A Preferred Stock
(each share of which is convertible into one share of common stock) to
be issued to those FoneFriend shareholders who held shares of
FoneFriend's preferred stock prior to the merger.
6. The Registrant will then issue an additional 4,600,000 shares of common
stock to various personnel in management and consultant positions in
order to hire and/or retain their services, an additional 423,000
shares of common stock to Dennis H. Johnston as compensation for his
services in connection with the merger between the Registrant and
FoneFriend and an additional 307,250 shares of common stock to the
Liquidating Trust so as to be in compliance with the Anti-Dilution
Protection provisions of paragraph 4.3 of the Plan.
Consequently, subsequent to the merger and pursuant to the Plan of Merger, the
merged registrant will have 7,646,000 shares of common stock and 820,361 shares
of Series A preferred stock (convertible into common stock on a one for one
basis) issued and outstanding, all of which will be new shares.
As a result of the merger, the address of the principal executive
office of the Registrant has changed to 2722 Loker Avenue West, Suite G
Carlsbad, California 92008 and the telephone number is (760) 607-2330.
The description contained in this Item 2 of the transactions
contemplated by the Plan of Merger is qualified in its entirety by reference to
the full text of the Plan of Merger, which is included as Exhibit 2.1 hereto.
A copy of the joint press release issued by FoneFriend, Inc. and
Universal Broadband Networks, Inc. is attached hereto as Exhibit 99.1 and is
hereby incorporated by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a)
Financial statements of business acquired.
The audited and interim unaudited financial statements of FoneFriend
required by this item will be filed by amendment to this Current Report on Form
8-K not later than 60 days after the date that the initial report on this Form
8-K must be filed.
(b)
Pro forma financial information.
The pro forma financial information required by this item will be filed
by amendment to this Current Report on Form 8-K not later than 60 days after the
date that the initial report on this Form 8-K must be filed.
(c)
Exhibits.
2.1 Amended And Restated Agreement And Plan of Merger, dated as of June
12, 2002, by and among Universal Broadband Networks, Inc., a
Delaware corporation and FoneFriend, Inc., a Nevada corporation.
2.2 Certificate of Merger of FoneFriend, Inc. with and into Universal
Broadband, Inc. pursuant to Section 252 of the General Corporation
Law of the State of Delaware, dated as of November 20, 2002.
2.3 Articles of Merger of FoneFriend, Inc. and Universal Broadband
Networks, Inc. pursuant to the provisions of Chapter 92A of the
Nevada Revised Statutes, dated as of November 19, 2002.
2.4 FoneFriend Restated Certificate of Incorporation dated as of
November 20, 2002.
99.1 Joint Press Release, dated November 27, 2002 by Universal Broadband
Networks, Inc. and FoneFriend, Inc.
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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.
FONEFRIEND, INC.
Date: December 5, 2002 /s/ Jackeyln Giroux
------------------------------
Name: Jackeyln Giroux
Title: President
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EXHIBIT INDEX
2.1 Amended And Restated Agreement And Plan of Merger, dated as of June
12, 2002, by and among Universal Broadband Networks, Inc., a
Delaware corporation and FoneFriend, Inc. a Nevada corporation.
2.2 Certificate of Merger of FoneFriend, Inc. with and into Universal
Broadband, Inc. Pursuant to Section 252 of the General Corporations
Law of the State of Delaware, dated as of November 20, 2002.
2.3 Articles of Merger Of FoneFriend, Inc. and Universal Broadband
Networks, Inc. pursuant to the provisions of Chapter 92A of the
Nevada Revised Statutes, dated as of November 19, 2002.
2.4 FoneFriend Restated Certificate of Incorporation dated as of
November 20, 2002.
99.1 Joint Press Release, dated November 27, by Universal Broadband
Networks, Inc. and FoneFriend, Inc.