SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): December 20, 2002
mPHASE TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
New Jersey 000-24969 22-2287503
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
587 Connecticut Ave., Norwalk, CT 06854-0566
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code: (203) 838-2741
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
mPhase Technologies, Inc. issued a press release on December 20, 2002
regarding the announcement of its intention to commence a rights offering, a
copy of which is attached as Exhibit 99.1 hereto. The press release is
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) and (b) Not Applicable
(c) Exhibit. The following exhibit is filed with this report:
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99.1 Press Release, dated December 20, 2002, of mPhase
Technologies, Inc.
[Signature on following page.]
SIGNATURES
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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.
mPHASE TECHNOLOGIES, INC.
By: /s/ MARTIN S. SMILEY
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Martin S. Smiley
Executive Vice President,
Chief Financial Officer and
General Counsel
Date: December 20, 2002
EXHIBIT INDEX
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Exhibit Description
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99.1 Press Release, dated December 20, 2002, of mPhase Technologies, Inc.
EXHIBIT 99.1
Press Release
mPhase Announces Rights Offering
Business/High Tech Editors
NORWALK,Conn.--(BUSINESSWIRE)--December 20, 2002
mPhase Technologies, Inc. (OTC BB: XDSL), one of the leading designers of
innovative solutions for the delivery of broadcast digital television and
high-speed data solutions over copper wires, announced that it has filed an
amended registration statement with the Securities and Exchange Commission in
connection with a rights offering to its existing shareholders. The rights
offering will consist of 25,000,000 shares of common stock. The proposed
offering will be made to shareholders of record as of a future undetermined
date.
The terms of the rights offering provide that each shareholder will be granted
the right to purchase one share of common stock for every five shares of stock
owned as of the record date for a subscription price of $0.30 per share. In
addition, an oversubscription privilege has been included, allowing shareholders
to subscribe for additional shares not subscribed for by other shareholders on a
pro rata basis. The rights offering also provides that each shareholder who owns
less than 1,250 shares will have the right to purchase up to 1,250 shares
regardless of the number of shares owned as of the record date. The rights will
be transferable and are expected to be listed as a separate security on the
Over-the-Counter Bulletin Board. No fractional rights will be issued, but mPhase
will round the number of rights its shareholders receive down to the nearest
whole number.
mPhase intends to use the net proceeds for working capital and other general
corporate purposes and to repay certain indebtedness. The rights offering will
commence after SEC effectiveness of the Registration Statement. It should be
noted that, if the Securities and Exchange Commission elects to review the filed
Registration Statement and is unable to declare it effective by February 14,
2003, this offering will need to be postponed until after mPhase files its
quarterly report on Form 10-Q for the quarter ended December 31, 2002. Under the
terms of the rights offering, mPhase has the right to assign any unsubscribed
rights to potential investors for a period of six months following the closing
of the rights offering.
A registration statement relating to these securities has been filed with
the Securities and Exchange Commission but has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior to the time
the registration statement becomes effective and will be made only by means of a
prospectus. This press release shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any state in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such state.
About mPhase Technologies, Inc.:
mPhase Technologies Inc. develops solutions for cost-effectively and reliably
transmitting broadcast digital television, high-speed Internet access and
traditional telephone service over existing copper telephone lines via its
flagship product, the Traverser(TM) Digital Video and Data Delivery System
(DVDDS). mPhase also offers a growing line of innovative DSL component products
such as the iPOTS, designed to help all service providers lower the provisioning
and operating costs associated with DSL. Additionally, through its subsidiary
company, mPhase Television, the Company provides a turnkey digital television
package, including a full compliment of television programming to service
providers utilizing video over DSL.
More information is available at the mPhase Web site at www.mPhaseTech.com, or
by calling 877.674-2738. Investors may obtain additional information and
subscribe to investor services by referring to the Investor Information section
at the mPhase Web site or by calling Brittany Raymond of the Investor Relations
Departmentat(203)854-1348.
Any statements contained in this press release that do not describe historical
facts may constitute forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995. Any forward-looking statements
contained herein are based on current expectations, but are subject to a number
of risks and uncertainties. The factors that could cause actual future results
to differ materially from current expectations include the following:
fluctuations in customer demand; the Company's ability to manage its growth; the
risk of new product introductions and customer acceptance of new products; the
rapid technological change which characterizes the Company's markets; the risks
associated with competition; the risks associated with international sales as
the Company expands its markets; and the ability of the Company to compete
successfully in the future, as well as other risks identified in the Company's
Securities and Exchange Commission filings, including but not limited to those
appearing under the caption "Risk Factors" in the Company's 10-KSB and 10-QSB
federal filings.
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Contact Information:
mPhase Technologies, Inc.
Jennifer Silcott, Director of Marketing
Phone: 203.831.2208
Email: Jsilcott@mphasetech.com
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