Skyway Communications Holding Corp – ‘8-K’ for 5/30/03

On:  Tuesday, 6/3/03, at 10:55am ET   ·   For:  5/30/03   ·   Accession #:  1213900-3-46   ·   File #:  0-32033

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8K for Skyway Communications                      5     22K 
 2: EX-2        Agreement and Plan of Merger                          39    179K 
 3: EX-99.1     Press Release                                          2      9K 

8-K   —   Form 8K for Skyway Communications
Document Table of Contents

8-K
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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 30, 2003

SKYWAY COMMUNICATIONS HOLDING CORP. 
(Exact name of registrant as specified in its charter)

Florida                              000-320-33                  65-0881662     
---------------------------      ------------------          -------------------
(State or other jurisdiction     (Commission File Number)    (IRS Employer      
 of incorporation)                                           Identification No.)

1680 MICHIGAN AVENUE, SUITE 1000 MIAMI, FL. 33139 
(Address of principal executive offices) (Zip Code) 

Registrant's telephone number, including area code: (305) 538-7840

I-TELECO.COM, INC.
1221 BRICKELL AVENUE, SUITE 900, MIAMI, FLORIDA 33131 
(Former name or former address, if changed since last report) 

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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.                                       

See Item 2.                                                                     

ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.                                   

On May 30, 2003, SWYC Acquisition Corp., a Florida corporation ("Acquisition    
Corp.") and our wholly owned subsidiary, signed a definitive Agreement and Plan 
of Merger, whereby Acquisition Corp. will merge with and into Sky Way Aircraft, 
Inc., ("SkyWay") a Nevada corporation (the "Merger"). As a result of the Merger,
the outstanding shares of Sky Way common stock will convert upon the closing of 
the Merger into one (1) million shares of SWYC Series A preferred stock and one 
(1) million shares of SWYC Series B preferred stock, and the outstanding shares 
of Acquisition Corp. will be converted into shares of Sky Way, making Sky Way   
our wholly owned subsidiary. In total, after taking into account all parties,   
investment bankers, consultants, and service providers, we expect that          
there will be approximately 50,000,000 shares of common stock, 1,180,000 shares 
of Series A preferred stock and 1,000,000 shares of Series B preferred stock    
outstanding at the closing of the Merger.                                       

As more fully set forth in the Certificate of Designation attached as an Exhibit
to the Merger Agreement, each share of Series A Preferred Stock has a stated    
value of $15,000,000 and is convertible, at the option of the Series A Preferred
holder, into one hundred (100) shares of our common stock. We have the right to 
redeem the Series A Preferred Stock within the first (1st) year of closing the  
transaction for the Stated Value plus 5%. Also, each share of Series A preferred
stock shall have that number of votes on all matters that is equal to the number
of shares of Series A Preferred Stock are then convertible and shall have a     
liquidation preference equal to the Stated Value plus one (1%) percent per annum
thereon from the date of issuance.                                              

Also, as more fully set forth in the Certificate of Designation attached as an  
Exhibit to the Merger Agreement, each share of Series B Preferred Stock has a   
stated value of $15,000,000 and is automatically convertible into two hundred   
(200) shares of our common stock, if and only if, from the issuance date to the 
third (3rd) year anniversary of the issuance date (the "Conversion Period"), (a)
the Corporation shall complete a Qualified Public Offering in the aggregate     
amount of $25,000,000, (b) during any period of thirty (30) consecutive trading 
days, the average closing price per share of the Common Stock, as reported on a 
national securities exchange, the NASDAQ NMS or Small Cap Market, or the OTC    
Bulletin Board, equals or exceeds $4.00 (subject to appropriate adjustment to   
reflect stock splits, stock dividends, reorganizations and other capitalization 
changes, and all other events contemplated in), or (c) the Corporation Launches 
its Product and Services (as defined in the Certificate of Designation for the  
Series B Preferred Stock). If the above requirements are not met during the     
Conversion Period, then the Series B Preferred Stock shall be canceled and      
returned to treasury. The Series B Preferred Stock has similar voting and       
redemption rights as the Series A Preferred Stock. At this time, the holders of 
the Series B Preferred Stock would not be                                       

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able to convert their shares into our common stock and there is no assurance    
that they will meet the requirements at a later date.                           

The Agreement and Plan of Merger is subject to various conditions, which if not 
waived, must be accomplished prior to the closing of the Merger. These include, 
but are not limited to: shareholder consent by the Sky Way Aircraft             
shareholders, execution of a License Agreement between Brent Kovar and Sky Way  
Aircraft, and execution of an Employment Agreement with an assignment of patents
and inventions provisions between Sky Way, SWYC and Brent Kovar. In addition,   
upon closing of the Merger James Kent will become our new Chief Executive       
Officer, Brent Kovar will be appointed as the President and Chairman of the     
Board of Directors; and Joy Kovar will be appointed the Corporate Secretary. It 
is anticipated that after the closing of the Merger, Mr. Kent and Mrs. Kovar    
shall be appointed, subject to a filing of a Schedule 14F-1, members of our     
board of directors.                                                             

The Agreement and Plan of Merger also calls for a Break Up fee of $500,000 to be
paid by Sky Way Aircraft in the event it terminates the agreement other than as 
a result of our Breach of Warranty, Representation or Covenants set forth in the
Agreement and Plan of Merger.                                                   

We urge all interested parties to review the Agreement and Plan of Merger, the  
Series A and B Preferred Stock Certificate of Designations attached hereto as   
Exhibit 2.1.                                                                    

THE BUSINESS OF SKY WAY                                                         

Sky Way Aircraft, Inc. is a Clearwater, Florida based company that is developing
a unique ground to air in-flight aircraft communication network that it         
anticipates will facilitate homeland security and in-flight entertainment. Sky  
Way Aircraft is focused on bringing to the market a network supporting          
aircraft-related service including anti-terrorism support, real time in-flight  
surveillance and monitoring, WIFI access to the Internet, telephone service and 
enhanced entertainment service for commercial and private aircraft throughout   
the United States. Based on the final upgrading of a previous airborne telephone
and communications network, Sky Way Aircraft intends to provide broadband       
connectivity between the ground and in-flight aircraft throughout the U.S. using
technology that provides a broadband high-speed data transmission. Sky Way      
Aircraft intends to be the communications solution for commercial and private   
aircraft owners wanting real time access to on-board security systems, aircraft 
health and welfare monitoring, avionics operations and for passengers wanting   
real time high-speed access to the internet. Their network will enable          
applications that can personalize the in-flight entertainment experience,       
provide real time access to flight management avionics with long-term data      
storage and also support for ground monitoring of in-flight surveillance systems
that are being designed with the goal of enhancing current airline security     
standards.                                                                      

FUTURE DIRECTORS AND EXECUTIVE OFFICERS                                         

At the closing of the merger, it is anticipated that the following persons will 
serve as executive officers and ultimately our directors:                       

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JIM KENT Mr. Kent has been CEO and Director of Sky Way Aircraft since July 2002 
and its CFO since February 2003. He has been director of business operations for
Sky Way Global since 2000. From 1998 to 1999, Mr. Kent served as director of    
operations for Satellite Access Systems, Inc., a satellite services company     
where he was responsible for the day-to-day operations. From 1997 to 1998 he    
served as a senior management consultant for Booz, Allen & Hamilton, a          
government contractor and national/international business consulting firm       
providing program and financial management services to the U. S. Government.    
From 1980 to 1997, Mr. Kent served in various government contract management    
positions providing financial and program management services supporting        
national communications and intelligence projects for the Department of Defense,
National Security Agency, and Department of the Navy.                           

BRENT KOVAR Mr. Kovar has been President and Director of Sky Way Aircraft since 
inception. In addition, as president and director of research and development   
and engineering, Mr. Kovar founded Sky Way Global in 2000, a high speed         
broadband wireless service company. From 1996 to 2000, Mr. Kovar served as the  
executive vice president and director of research and development for Satellite 
Access Systems, a satellite services company. In 1990, Mr. Kovar founded PC,    
Ltd., a company that produced specialty-designed remote controlled arm and      
RF/communications related products, and until 1996, he served as president and  
director of new product engineering. From 1987 to 1989, he was associated with  
Jacobs Engineering, an national engineering company in Pasadena, California.    
From 1986 to 1987, Mr. Kovar worked with Falcon Communications as a wireless    
communications engineer. Mr. Kovar earned a Bachelor of Science degree from     
Devry Institute and is currently pursuing post graduate programs with a goal of 
a masters degree.                                                               

JOY KOVAR Mrs. Kovar has been Secretary and Director of Sky Way Aircraft since  
inception. She started working for Sky Way Global in 2000 as vice president of  
corporate services responsible for administrative support, human relations and  
accounting services. Her early experience in personnel work was gained during   
1957 to 1960 for the Department of Agriculture and later with the Air Force in  
1963 and 1964. In 1960, Mrs. Kovar started Communication Skills Laboratory, in  
Pasadena, California. She conducted classes for hundreds of business people in  
banking, finance and general administration. From 1964 to 1993, Mrs. Kovar      
worked in the field of education. In addition to classroom experience she worked
in school administration, including Federal programs for improvement and State  
of California team for school inspection. She completed a Bachelor of Arts at   
Arizona State University in 1957 and a Masters of Arts in 1978 at Redlands      
University, California with postgraduate work at UCLA. Mrs. Kovar is Brent      
Kovar's mother.                                                                 

ITEM 3. BANKRUPTCY OR RECEIVERSHIP.                                             

Not applicable.                                                                 

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.                          

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Not applicable.                                                                 

ITEM 5. OTHER EVENTS.                                                           

Not applicable.                                                                 

ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.                                 

Not applicable.                                                                 

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.                                      

(c) Exhibits.                                                                   

2.1  Agreement and Plan of Merger made and entered into as of May 30, 2003 by   
  and between SkyWay Communications Holding Corp., SWYC Acquisition Corp.,
Sky Way Aircraft, Inc., Brent Kovar, and Michael D. Farkas.           

99.1 Press Release                                                              

ITEM 8. CHANGE IN FISCAL YEAR.                                                  

Not Applicable.                                                                 

ITEM 9. REGULATION FD DISCLOSURE.                                               

On June 3, 2003, the Company announced via press release the Company's Agreement
and Plan of Merger. A copy of the Company's press release is attached hereto as 
Exhibit 99.1.                                                                   

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.                                           

                       SKYWAY COMMUNICATIONS HOLDING CORP.
(Registrant)

Date:  June 3, 2003               By: /s/   Jamee Kalimi                        
                             -----------------------------------------
                             Jamee Kalimi, Secretary and President

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Filed on:		6/3/03		5					None on these Dates
For Period End:		5/30/03		1		5
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