Townpagesnet Com PLC – ‘6-K’ for 7/31/99

On:  Thursday, 1/27/00   ·   For:  7/31/99   ·   Accession #:  911420-0-23   ·   File #:  1-14957

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Report of a Foreign Private Issuer   —   Form 6-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 6-K         Report of Foreign Private Issuer                       5     15K 
 2: EX-4.1      Agreement for the Acquisition of Morbria Limited      50    149K 
 3: EX-99.1     Press Release                                          2     11K 

6-K   —   Report of Foreign Private Issuer
Document Table of Contents

6-K
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      SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
 Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934

For the month of December 1999

TOWNPAGESNET.COM PLC

11 MARKET SQUARE, ALTON, HAMPSHIRE, GU34 1HD, UNITED KINGDOM    
(011) 44-1420-543-468     

   Indicate by check mark whether the registrant files or will file annual
reports under cover Form 20-F or 40-F.                                          

Form 20-F  X            Form 40-F  __       

Indicate by check mark whether the registrant by furnishing the     
information contained in this form is also thereby furnishing the information to
the Commission pursuant to Rule 12g-3-2(b) under the Securities Exchange Act of 
1934.                                                                           

Yes  __                 No X                

If "Yes" is marked, indicate below the file number assigned to the  
registrant in connection with rule 12g3-2(b):                                   

N/A                                         

6-K
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REPORT ON FORM 6-K

TOWNPAGESNET.COM PLC

      This Report on Form 6-K contains information substantially similar to what
TownPagesNet.com plc, a corporation organized and existing under the laws of    
England and Wales ("TownPages"), would have filed on a Current Report on Form   
8-K under Section 13 or 15(d) of the Securities Exchange Act of 1934 (the       
"Exchange Act") if TownPages was a United States corporation filing reports     
under the Exchange Act.                                                         

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.                                 

   On September 24, 1999, TownPages consummated the acquisition of 100% of
the share capital (the "Shares") of Morbria Limited, and its wholly-owned       
subsidiaries, The Graphic Palette Company (Manchester) Limited, Centrix         
Communications Limited and Review Marketing and Advertising Limited, all        
corporations organized and existing under the laws of England and Wales         
(individually, a "Company" and collectively, the "Companies"). Morbria, through 
its subsidiary Graphic Palette, specializes in web site design and advertising  
services.                                                                       

The Shares were acquired from Glen UK Holdings Limited, an English  
corporation, and Robert Paul Dillon (the "Stockholders"). Glen UK Holdings      
Limited, the majority stockholder of Morbria, is an investment company owned by 
Kevin R. Leech, the majority stockholder and a director of TownPagesNet.com plc.

    In consideration for the Shares, TownPages delivered to the Stockholders
an aggregate of 857,972 of TownPages ordinary shares, valued at (pound)3,379,888
(approximately US$5.4 million). The calculation of the number of TownPages      
shares issued was based on a price of US$6.50 per share, representing a 20%     
discount of the closing price per share of the TownPages American Depositary    
Shares ("ADSs") on the American Stock Exchange on Thursday, September 23, 1999. 
The share value was discounted due to the fact that the shares issued are       
restricted and the Stockholders have no registration rights with respect to such
shares. The Shares are being held in escrow by TownPages' UK counsel pending    
delivery of a fairness opinion to TownPages indicating that the consideration   
paid for the Shares is fair and reasonable from a financial point of view of the
stockholders of TownPages.                                                      

In addition, TownPages agreed to pay to the Stockholders contingent 
consideration within 90 days after the end of each of fiscal years ending March 
31, 2000 and March 31, 2001, in the event that the aggregate turnover or sales  
revenues of the Companies equals or exceeds certain specified targets in each of
fiscal 2000 and 2001. The Stockholders will be paid (pound)930,000 for the year 
ending March 2000 and the amount the turnover exceeds the target of             
(pound)3,160,000 multiplied by 1.77 for the year ending March 2001. The         
contingent consideration is payable in TownPages ordinary shares based on a     
price of US$6.50 per share.                                                     

     The information set forth above is qualified in its entirety by reference
to: (i) the Agreement for the Acquisition of Morbria Limited and its            
subsidiaries by TownPagesNet.com plc, dated September 24, 1999, a copy of which 
is attached hereto as Exhibit 4.1; and (ii) the Press Release of TownPages,     
released October 1, 1999, a copy of which is attached hereto as Exhibit 99.1.   

6-K
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Item  7.  Financial   Statements,   Pro  Forma  Financial  Statements  and      
Exhibits.                                                   

      Financial statements of Morbria Limited and its subsidiaries and pro forma
financial information are presently in the process of being prepared by         
TownPages and its auditors and will be filed by TownPages on Form 6-K as soon as
practicable.                                                                    

(c)   Exhibits.                                                                 

Exhibit No.                         Description                     
-----------                         -----------                     

4.1     Agreement for the Acquisition of Morbria Limited by 
   TownPagesNet.com plc, dated September 24, 1999.

99.1          Press Release, dated October 1, 1999.         

6-K
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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 thereunto duly authorized.                                          

TOWNPAGESNET.COM PLC

Date:  January 13, 2000       By:/s/Stephen Hall                                
                        --------------------------------------
                        Stephen Hall, Chief Operations Officer

6-K
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 EXHIBIT INDEX
 -------------

Exhibit No.       Description                                       
-----------       -----------                                       

4.1     Agreement for the Acquisition of Morbria Limited by 
   TownPagesNet.com plc, dated September 24, 1999.

99.1    Press Release, dated October 1, 1999.               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘6-K’ Filing		Date		First		Last			Other Filings
		3/31/01		2					6-K
		3/31/00		2					6-K
Filed on:		1/27/00							6-K
		1/13/00		4
		10/1/99		2		5
		9/24/99		2		5
		9/23/99		2
For Period End:		7/31/99
									List all Filings