Attached files
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EX-99.2 - CAPITAL GROWTH SYSTEMS INC /FL/ | v209693_ex99-2.htm |
EX-99.1 - CAPITAL GROWTH SYSTEMS INC /FL/ | v209693_ex99-1.htm |
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): January 27,
2011
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Capital
Growth Systems, Inc.
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(Exact
Name of Registrant as Specified in Its
Charter)
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Florida
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0-30831
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65-0953505
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||
(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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200
S. Wacker, Suite 1650, Chicago, Illinois 60606
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(Address
of Principal Executive Offices, Including Zip
Code)
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(312)
673-2400
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(Registrant’s
Telephone Number, Including Area
Code)
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Not
Applicable
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(Former
Name or Former Address, if Changed Since Last
Report)
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
8.01.
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Other
Events
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Capital
Growth Systems, Inc. (CGSYQ.OB) (the “Company”), together with its wholly owned
subsidiaries Global Capacity Direct, LLC, Global Capacity Group, Inc.,
CentrePath, Inc., FNS 2007, Inc., 20/20 Technologies, Inc., 20/20 Technologies
I, LLC, Global Capacity Holdco, LLC, Nexvu Technologies, LLC, Capital Growth
Acquisition, Inc. (each a “Debtor” and collectively with the Company, the
“Debtors”) are presently subject to Bankruptcy Court proceedings in the U.S.
Bankruptcy Court, District of Delaware.
On
January 27, 2011, the United States Bankruptcy Court for the District of
Delaware entered an order (“Sale Order”) approving the sale of substantially all
of the assets of Global Capacity to Pivotal Global Capacity, LLC or its
subsidiary, GC Pivotal, LLC (collectively, “Pivotal”), an affiliate of Pivotal
Group, Inc. Pivotal had previously acquired 100% of the secured debt
of Global Capacity. Global Capacity and Pivotal have now commenced
seeking the federal and state telecom regulatory approvals necessary to effect a
transfer of the assets and assumption of telecom services by Pivotal, and
estimate completion of the process by April 30, 2011. The sale is to
close after regulatory approvals are obtained. The assets being
acquired include all shares of non-debtor Magenta netLogic Limited, UK, or
alternatively all of that entity’s assets will be transferred to the Debtors in
exchange for a release of inter-company debt before the Sale
closing.
The sale
of the assets to Pivotal will be effected pursuant to an Amended Asset Purchase
Agreement (“APA”) in the form attached as an Exhibit to this Form 8-K, and as
may be amended to incorporate: (i) the terms of the Sale Order, to the extent it
supersedes the foregoing, and (ii) certain agreements with parties to executory
contracts being addressed in follow-up stipulations and orders. It
contemplates the purchase of substantially all of the Debtors’ assets for a
purchase price not to exceed $28,643,000, comprised of: (i) approximately
$10,983,000, representing credit against the amount of estimated indebtedness on
the debtor in possession facility through the closing date; (ii) not more than
$8,660,000 representing sums necessary to fund cure amounts (including payments
to mission critical vendors for certain pre-petition liabilities) and to fund
priority claims and administrative expenses of the Debtors’ estate, including
professional fees and amounts needed to wind down the estates; and (iii)
$9,000,000 representing a credit bid amount against pre-petition secured loans;
plus also the undertaking of Pivotal to assume certain agreed upon assumed
liabilities of the Debtors. The APA contemplates the retention of
certain retained causes of action by the Debtors.
The Sale
Order approved also addressed the settlement of certain of the larger mission
critical vendor claims and provided for later resolution of certain remaining
outstanding claims and contract assumption issues.
Item
9.01
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Financial
Statements and Exhibits
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99.1 Sale
Order Approving: (i) Bid of Pivotal Global Capacity, LLC or Subsidiary as
Highest and Best Sole Qualifying Bid for the Purchase of Substantially All of
Debtors’ Assets under and in conjunction with its Plan of Reorganization; and
(ii) Consummation of the Sale Transaction with Pivotal Global Capacity, LLC or
its Subsidiary, GC Pivotal, LLC.
99.2 Amended
Asset Purchase Agreement among Debtors and Pivotal Global Capacity,
LLC.
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.
Dated:
February 1, 2011
CAPITAL
GROWTH SYSTEMS, INC.
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By:
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/s/Patrick
C. Shutt
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Patrick
C. Shutt
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CEO
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