Townpagesnet Com PLC – ‘6-K’ for 12/31/99

On:  Tuesday, 3/28/00   ·   For:  12/31/99   ·   Accession #:  911420-0-75   ·   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     14K 
 2: EX-4.1      Agreement for the Acquisition of Buyers Guide         58    124K 
 3: EX-99.1     Press Release                                          2     10K 

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 if         
TownPages was a United States corporation filing reports under the Exchange Act.

ITEM 2.   ACQUISITION OR DISPOSITION OF ASSETS.                                 

    On October 1, 1999, TownPages consummated the acquisition of 100% of the
share capital (the "Shares") of BuyersGuide Limited (Bowden Publishing), a      
corporation organized and existing under the laws of England and Wales (the     
"Company"). The Company publishes the Internet-based Local Authority & Public   
Service "Buyer's Guide."                                                        

      The Shares were acquired from the founders of the Company, Lucy Bowden and
John Bowden (the "Stockholders"). The purchase price for the Shares was         
(pound)2,500,000 (approximately US$4.1 million), which was paid by delivering to
the Stockholders an aggregate of 486,381 of TownPages ordinary shares, valued at
$8.30 per share based on the average of the closing price per share of TownPages
American Depositary Shares ("ADSs") on the American Stock Exchange on the five  
business days prior to the closing date of the acquisition (the "Closing Date   
Price").                                                                        

In addition, TownPages agreed to pay to the Stockholders contingent 
consideration within 90 days after the end of the Company's fiscal year ending  
March 31, 2000, in the event the Company's pre-tax income equals or exceeds     
certain specified targets in fiscal 2000. The Agreement provides that the       
Stockholders will be paid ten times the amount pre-tax income exceeds the target
of (pound)250,000. The contingent consideration is payable in TownPages ordinary
shares based on the Closing Date Price of the ADSs.                             

   As part of the transaction, TownPages has agreed to file a registration
statement on Form F-1 or other applicable form of registration statement to     
register under the United States Securities Act of 1933, as amended (the        
"Securities Act"), an aggregate of 97,276 of the TownPages ordinary shares      
issued to the Stockholders at closing. The value of the shares to be registered 
is equal to (pound)500,000 based on the Closing Date Price. The Stockholders    
agreed not to sell or transfer the remaining 389,105 TownPages ordinary shares  
and any shares received as contingent consideration for a period of 12 months   
from the closing date.                                                          

     The information set forth above is qualified in its entirety by reference
to: (i) the Agreement for the Acquisition of BuyersGuide Limited by             
TownPagesNet.com plc, dated October 1, 1999, a copy of which is attached hereto 
as Exhibit 4.1; and (ii) the Press Release of TownPages, released October 7,    
1999, a copy of which is attached hereto as Exhibit 99.1.                       

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Item 7.   Financial Statements, Pro Forma Financial Statements and Exhibits.    

Financial statements of BuyersGuide Limited 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 BuyersGuide Limited by
TownPagesNet.com plc, dated October 1, 1999.

99.1    Press Release, dated October 7, 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: February 15, 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 BuyersGuide Limited by
TownPagesNet.com plc, dated October 1, 1999.

99.1    Press Release, dated October 7, 1999.               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘6-K’ Filing		Date		First		Last			Other Filings
		3/31/00		2					6-K
Filed on:		3/28/00
		2/15/00		4
For Period End:		12/31/99							20-F,  6-K,  NT 20-F
		10/7/99		2		5
		10/1/99		2		5
									List all Filings