*Pages 1--5 from Microsoft Word - 52573.doc* PUBLIC NOTICE Federal Communications Commission 445 12 th Street, S. W. Washington, D. C. 20554 News Media Information 202 / 418- 0500 Fax- On- Demand 202 / 418- 2830 TTY 202 / 418- 2555 Internet: http:// www. fcc. gov ftp. fcc. gov DA 05- 2818 Released: October 26, 2005 DOMESTIC SECTION 214 APPLICATION FILED FOR TRANSFER OF CONTROL OF GLOBAL INTERNETWORKING, INC. TO 20/ 20 TECHNOLOGIES, INC. STREAMLINED PLEADING CYCLE ESTABLISHED WC Docket No. 05- 289 Comments Due: November 9, 2005 Reply Comments Due: November 16, 2005 On October 11, 2005, 20/ 20 Technologies, Inc. (“ 20/ 20”) and Global Internetworking, Inc. (“ Global Internetworking”) (collectively, the “Applicants”), filed an application, pursuant to sections 63.03 and 63.04 of the Commission’s rules, 1 requesting authority to complete a series of transactions whereby 20/ 20 will acquire control of Global Internetworking. In particular, Applicants propose that a wholly owned subsidiary of 20/ 20 (“ Buyer SubCo”) will merge with and into Global Internetworking, with Global Internetworking surviving the merger. 2 Applicants assert that this transaction is entitled to presumptive streamlined treatment under section 63.03( b)( 2)( i) of the Commission’s rules because immediately following the proposed transactions: (1) 20/ 20 will hold less than a ten percent share of the interstate, interexchange market; (2) 20/ 20 will provide local exchange service only in areas served by dominant local exchange carriers (none of which are parties to the proposed transactions); and (3) none of the Applicants or their affiliates are dominant with respect to any service. 3 Global Internetworking, a privately held Virginia corporation, provides high- capacity data transport and bandwidth solutions to carriers, service providers, systems integrators, government agencies, and medium- to large- sized enterprises. Global Internetworking also holds 1 47 C. F. R §§ 63.03, 63.04; see 47 U. S. C. § 214. 2 Applicants are also filing applications for transfer of control associated with authorization for international services. Any action on this domestic 214 application is without prejudice to Commission action on other related, pending applications. 3 47 C. F. R. § 63.03( b)( 2)( i). 1 2 domestic section 214 authority and is authorized to provide intrastate long distance and in some instances, local services, in approximately 25 states. Global Internetworking is currently directly owned by D. Michael Keenan, Todd J. Vecchio, and Raymond Wiseman, who are all U. S. citizens. Keenan, the Director, Chairman, and CEO, owns 45 percent; Vecchio, the Director and President, owns 45 percent; and Wiseman, the Vice President of Network Support, owns 10 percent. Applicants state that they anticipate that following the proposed transactions, no entity will hold a 10 percent or greater direct or indirect interest in Global Internetworking. 20/ 20, a Delaware corporation, is a network integration software and information company that provides full- service consulting services. 20/ 20 also provides its clients market information regarding circuit pricing and design via its proprietary technology. 20/ 20 does not hold section 214 authority and is not currently authorized to provide telecommunication- related services in any jurisdiction. As of the consummation of the proposed transactions, 20/ 20 will be directly owned by a U. S. domestic, publicly reporting shell holding company (“ Pubco”), which has no other operations. No single person or entity will hold a 10 percent or greater direct or indirect voting or equity interest in 20/ 20 post consummation of the proposed transaction. Currently, 20/ 20 is a widely held entity with no majority owner. In addition, no foreign entity owns or controls more than 10 percent of 20/ 20. Applicants have agreed to complete a series of transactions whereby Global Internetworking will become a wholly owned subsidiary of 20/ 20. Specifically, Buyer SubCo, a newly created, wholly owned acquisition subsidiary of 20/ 20, will be merged with and into Global Internetworking whereupon the separate existence of Buyer SubCo shall cease and Global Internetworking will be the surviving corporation. 20/ 20 is in the process of consummating a “going- public” transaction through which it anticipates raising equity financing, which will provide support for the proposed transaction. In connection with the proposed transaction, simultaneous with the closing of the equity offering, 20/ 20 will become a wholly-owned subsidiary of Pubco, a public reporting entity, which, other than the business operations described herein, will have no other operations. Pubco will file a registration statement with the Securities and Exchange Commission to register the common stock issued in connection with the equity financing. At the same time that the proposed transactions are completed, 20/ 20 is expected to be widely and publicly held. In addition, ultimate ownership of Global Internetworking will also be widely and publicly held. The Applicants expect that the proposed transactions will serve the public interest in that: (1) they will increase competition in the interstate and international markets; and (2) they will be entirely transparent to Global Internetworking’s existing customers. Immediately following the consummation of the transaction, Global Internetworking’s customers will continue to receive service under the same rates, terms, and conditions of service as before. In addition, the Applicants state that the proposed transactions will serve the public interest by providing Global Internetworking with greater access to capital. 20/ 20 intends to consummate a “going- public” transaction and associated equity financing prior to completion of the proposed transactions, thereby providing the combined companies with a greater level of resources to serve existing customers and to compete in the telecommunications marketplace for new customers. Through 2 5 (5) Susan O’Connell, Policy Division, International Bureau, 445 12 th Street, S. W., Room 7- B544, Washington, D. C. 20554; email: susan. o’connell@ fcc. gov; and (6) James Bird, Office of General Counsel, 445 12 th Street, S. W., Room 8- C824, Washington, D. C. 20554; e- mail: james. bird@ fcc. gov. Filings and comments are also available for public inspection and copying during regular business hours at the FCC Reference Information Center, Portals II, 445 12th Street, SW, Room CY- A257, Washington, DC, 20554. They may also be purchased from the Commission’s duplicating contractor, Best Copy and Printing, Inc., Portals II, 445 12th Street, SW, Room CY-B402, Washington, DC 20554, telephone: (202) 488- 5300, fax: (202) 488- 5563, or via e- mail www. bcpiweb. com. For further information, please contact Tracey Wilson- Parker, at (202) 418- 1394, or Erin C. Boone at (202) 418- 0064. - FCC - 5