Z-Tel Technologies, Inc.
 

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 and Exchange Act of 1934

Date of Report (or Date of Earliest Event Reported): November 30, 2004

Z-Tel Technologies, Inc.

(Exact Name of Registrant as Specified in Its Charter)
         
Delaware   000-28467   59-3501119
(State or Other Jurisdiction   (Commission File Number)   (I.R.S. Employer
of Incorporation or Organization)       Identification Number)

601 South Harbour Island Boulevard, Suite 220
Tampa, Florida 33602
(Address of Principal Executive Offices)

(813) 273-6261
(Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Section 3 – Securities and Trading Market

Item 3.02 Unregistered Sales of Equity Securities

On November 30, 2004, we consummated a tender offer whereby we exchanged approximately 46,909,276 of our common shares (on a post reverse split basis) for all our outstanding preferred stock. The shares were issued pursuant to the exemption afforded by Section 3(a)(9) of the Securities Act of 1933, as amended. No commissions or remuneration were paid for soliciting the exchange.

Section 5 – Corporate Governance and Management

Item 5.03 Amendments to Articles of Incorporation or Bylaws

On November 30, 2004, we amended our certificate of incorporation to effect a one for five reverse stock split and eliminate our Series D, Series E and Series G preferred stock. The amendments are set forth as Exhibits 99.1, 99.2, 99.3 and 99.4 to this Form 8-K.

 

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, thereunto duly authorized.

         
Dated: December 7, 2004.
        
 
        
  Z-TEL TECHNOLOGIES, INC.
 
        
  BY:   /s/ Horace J. Davis, III
     
 
      Name: Horace J. Davis, III
      Title: Acting Chief Executive Officer

A signed original of this Form 8-K has been provided to Z-Tel Technologies, Inc. and will be retained by Z-Tel Technologies, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.