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<p align=center>&nbsp;</p>



<p align=center><b>SECURITIES AND EXCHANGE COMMISSION<br>
Washington, D.C. 20549</b></p>

<p><b>&nbsp;&nbsp;</b></p>

<p align=center><b>FORM 8-K</b></p>

<p><b>&nbsp;&nbsp;</b></p>

<p align=center><b>Current Report</b></p>

<p align="center"><b>&nbsp;Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934</b></p>

<p align="center"><b>&nbsp;</b></p>

<p align="center"><b>Date of Report (Date of Earliest Event
Reported)&nbsp;&nbsp; June 27, 2003</b></p>

<p><b>&nbsp;&nbsp;</b></p>

<p align=center><b>NETLOJIX COMMUNICATIONS, INC.</b></p>

<p align="center"><b>&nbsp;(Exact Name of Registrant as Specified in
its Charter)</b></p>

<p align="center"><b>&nbsp;Delaware</b></p>

<p align=center><b>&nbsp;(State or Other Jurisdiction of
Incorporation)</b></p>

<p align=center><b>&nbsp;0-27580&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 87-0378021</b></p>

<p align=center><b>&nbsp;(Commission File Number)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (I.R.S. Employer
Identification No.)</b></p>

<p align="center"><b>&nbsp;501 Bath Street, Santa Barbara,
California&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 93101  </b></p>

<p align="center"><b>&nbsp;(Address of Principal Executive
Offices)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (Zip Code)</b></p>

<p align="center"><b>&nbsp;(805) 884-6300</b></p>

<p align="center"><b>&nbsp;(Registrant's Telephone Number, Including
Area Code)</b></p>

<p><b>&nbsp;</b></p>

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</b>

<hr color="#000080"><P style="page-break-after:always"></P>

<p><b>&nbsp;</b></p>

<p><b><u>ITEM 1.&nbsp; CHANGES IN CONTROL
OF REGISTRANT</u>.</b></p>



<p style="text-indent: 0.5in">As previously
reported, on December 28, 2002, NetLojix Communications, Inc. (&quot;NetLojix&quot;) entered
into an Agreement and Plan of Merger (the &quot;merger agreement&quot;) with NetLojix
Acquisitions Corporation (&quot;NAC&quot;).&nbsp; NAC was
owned and controlled by Anthony E. Papa and James P. Pisani, NetLojix's Chief
Executive Officer and President, respectively (together, the &quot;Executives&quot;).&nbsp; The merger agreement provided for the merger
of NAC with and into NetLojix, with NetLojix as the surviving corporation (the
&quot;merger&quot;).</p>



<p style="text-indent: 0.5in">On May 30, 2003, NetLojix filed with the Securities and
Exchange Commission its definitive proxy statement in connection with the special
meeting at which its stockholders considered a proposal to adopt the merger
agreement and approve the merger.&nbsp; At
the special meeting of stockholders, which was held on June 26, 2003,
NetLojix's stockholders voted to adopt the merger agreement and approve the
merger.</p>



<p style="text-indent: 0.5in">Immediately after the special meeting of stockholders, the
Executives each transferred 856,563 shares of NetLojix common stock to NAC so
that, immediately prior to the merger, NAC owned 1,713,126 shares of NetLojix
common stock, representing approximately 11.7% of the 14,695,149 shares of
NetLojix common stock then outstanding.</p>



<p style="text-indent: 0.5in">The merger became effective on June 27, 2003, when a
Certificate of Merger was filed with the Secretary of State of the State of
Delaware (the &quot;effective time&quot;). Pursuant to the merger agreement, at the
effective time, NAC was merged with and into NetLojix, with NetLojix surviving
the merger, and each issued and outstanding share of NetLojix common stock was converted
into the right to receive $0.02 in cash without interest (the &quot;merger
consideration&quot;), except that: (i) shares of NetLojix common stock held as
treasury stock immediately prior to the effective time were canceled without
any payment therefor; (ii) shares of NetLojix common stock held by NAC
immediately prior to the effective time of the merger were canceled without any
payment therefor; and (iii) shares of NetLojix common stock held by stockholders
who perfect their appraisal rights will not receive the merger consideration
but instead will be subject to appraisal in accordance with Delaware law. &nbsp;Also at the effective time, the outstanding
common stock of NAC (all of which was owned by the Executives) was converted
into common stock of NetLojix.&nbsp; As a
result, all of the common stock of NetLojix is now owned by the
Executives.&nbsp; All outstanding stock
options were cancelled as of the effective time. Shares of NetLojix's Series A
Convertible Preferred Stock continue to be held by Tommy Lin and Patrick Lin,
although the terms of such preferred stock were modified as part of the merger.</p>



<p style="text-indent: 0.5in">DTL
One, LLC, a Nevada limited liability company owned and controlled by Jeffrey J.
Jensen (&quot;DTL&quot;), has financed the payment of the merger consideration and
related expenses by NAC.&nbsp; DTL is
NetLojix's current secured lender.&nbsp; As
of March 31, 2003, NetLojix owed DTL approximately $1,200,000 pursuant to its
secured loan agreement. DTL will advance NetLojix up to an additional $300,000
for payment of the merger consideration and related expenses. This amount will
be combined with the balance outstanding under the NetLojix loan, and the
resulting amount will be amortized over a five-year period commencing on the
closing date of the merger. NetLojix will pay interest on all amounts owed to
DTL at a rate of 7% initially, but rising to 10% over the repayment term.</p>



<p>&nbsp;</p>



<p align="center">2</p>



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<p>&nbsp;</p>



<p>&nbsp;</p>



<p style="text-indent: 0.5in">NetLojix
filed a certification and notice of termination of registration on Form 15 with
the Securities and Exchange Commission on June 27, 2003.</p>



<p><b><u>ITEM 2.&nbsp; ACQUISITION OR
DISPOSITION OF ASSETS</u>.</b></p>



<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The disclosure set forth under Item 1. above is
incorporated herein by this reference.</p>



<p><b><u>ITEM 5. &nbsp;OTHER EVENTS AND
REQUIRED FD DISCLOSURE</u>.</b></p>

<p style="text-indent: 0.5in">On June
27, 2003, NetLojix disseminated a press release with respect to the closing of
the merger and related matters. A copy of such press release is filed herewith
as Exhibit 99.1 and is incorporated herein by reference.</p>

<p><b>&nbsp;</b></p>

<p><b><u>ITEM 7: FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS</u>.&nbsp;
</b></p>

<p><b>&nbsp;(c)&nbsp;&nbsp;
EXHIBITS.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  </b></p>

<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </b></p>

<p>99.1 &nbsp;&nbsp;&nbsp; Press Release, dated June 27, 2003, of NetLojix. </p>

<p><b>&nbsp;</b></p>

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<p>&nbsp;</p>
<p align="center">3</p>
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<p><b>&nbsp;</b></p>

<p><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; SIGNATURES </b></p>

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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. </p>

<p><b>&nbsp;</b></p>

<p><b>&nbsp;</b></p>

<div align="left">
  <table border="0" cellpadding="0" cellspacing="0" style="border-collapse: collapse" bordercolor="#111111" width="700">
    <tr>
      <td width="299">&nbsp;</td>
      <td width="459"><b>NETLOJIX COMMUNICATIONS, INC. </b></td>
    </tr>
    <tr>
      <td width="299">&nbsp;</td>
      <td width="459"><b>&nbsp;</b></td>
    </tr>
    <tr>
      <td width="299">&nbsp;</td>
      <td width="459"><b>&nbsp;</b></td>
    </tr>
    <tr>
      <td width="299">&nbsp;</td>
      <td width="459"><b>&nbsp;</b></td>
    </tr>
    <tr>
      <td width="299">Dated: June 27, 2003</td>
      <td width="459">By:&nbsp; <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;/s/ ANTHONY E.
PAPA&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u>
      </td>
    </tr>
    <tr>
      <td width="299">&nbsp;</td>
      <td width="459">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Anthony
E. Papa &nbsp;</td>
    </tr>
    <tr>
      <td width="299">&nbsp;</td>
      <td width="459">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Chairman
and Chief Executive Officer <br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (Principal Executive Officer)
      </td>
    </tr>
  </table>
</div>

<p><b>&nbsp;</b></p>

<p>&nbsp;</p>

<p>&nbsp;</p>

<p><b>&nbsp;</b></p>

<p align="center">&nbsp;4</p>

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<p>&nbsp;</p>
<p><b>&nbsp;</b></p>

<p align=center><b>EXHIBIT INDEX</b></p>



<p>Exhibit<br>
<u>Number</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Description&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>

<p>99.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Press
Release, dated June 27, 2003, of NetLojix.</p>

<b><br clear=all>
</b>

<p>&nbsp;</p>
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<p align="center">5</p>
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{"company-data": {"conformed-name": "NETLOJIX COMMUNICATIONS INC", "cik": "0001005974", "assigned-sic": "7385", "irs-number": "870378021", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-27580", "film-number": "03764947"}, "business-address": {"street1": "501 BATH STREET", "city": "SANTA BARBARA", "state": "CA", "zip": "93101", "phone": "8058846300"}, "mail-address": {"street1": "501 BATH STREET", "city": "SANTA BARABARA", "state": "CA", "zip": "93101"}, "former-company": [{"former-conformed-name": "AVTEL COMMUNICATIONS INC/DE", "date-changed": "19980930"}, {"former-conformed-name": "AVTEL COMMUNICATIONS INC/UT", "date-changed": "19970109"}, {"former-conformed-name": "HI TIGER INTERNATIONAL INC", "date-changed": "19960119"}]}
Netlojix 8K
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)   June 27, 2003
NETLOJIX COMMUNICATIONS, INC.
(Exact Name of Registrant as Specified in
its Charter)
Delaware
(State or Other Jurisdiction of
Incorporation)
0-27580                                    87-0378021
(Commission File Number)                 (I.R.S. Employer
Identification No.)
501 Bath Street, Santa Barbara,
California              93101
(Address of Principal Executive
Offices)             (Zip Code)
(805) 884-6300
(Registrant's Telephone Number, Including
Area Code)
ITEM 1.  CHANGES IN CONTROL
OF REGISTRANT
.
As previously
reported, on December 28, 2002, NetLojix Communications, Inc. ("NetLojix") entered
into an Agreement and Plan of Merger (the "merger agreement") with NetLojix
Acquisitions Corporation ("NAC").  NAC was
owned and controlled by Anthony E. Papa and James P. Pisani, NetLojix's Chief
Executive Officer and President, respectively (together, the "Executives").  The merger agreement provided for the merger
of NAC with and into NetLojix, with NetLojix as the surviving corporation (the
"merger").
On May 30, 2003, NetLojix filed with the Securities and
Exchange Commission its definitive proxy statement in connection with the special
meeting at which its stockholders considered a proposal to adopt the merger
agreement and approve the merger.  At
the special meeting of stockholders, which was held on June 26, 2003,
NetLojix's stockholders voted to adopt the merger agreement and approve the
merger.
Immediately after the special meeting of stockholders, the
Executives each transferred 856,563 shares of NetLojix common stock to NAC so
that, immediately prior to the merger, NAC owned 1,713,126 shares of NetLojix
common stock, representing approximately 11.7% of the 14,695,149 shares of
NetLojix common stock then outstanding.
The merger became effective on June 27, 2003, when a
Certificate of Merger was filed with the Secretary of State of the State of
Delaware (the "effective time"). Pursuant to the merger agreement, at the
effective time, NAC was merged with and into NetLojix, with NetLojix surviving
the merger, and each issued and outstanding share of NetLojix common stock was converted
into the right to receive $0.02 in cash without interest (the "merger
consideration"), except that: (i) shares of NetLojix common stock held as
treasury stock immediately prior to the effective time were canceled without
any payment therefor; (ii) shares of NetLojix common stock held by NAC
immediately prior to the effective time of the merger were canceled without any
payment therefor; and (iii) shares of NetLojix common stock held by stockholders
who perfect their appraisal rights will not receive the merger consideration
but instead will be subject to appraisal in accordance with Delaware law.  Also at the effective time, the outstanding
common stock of NAC (all of which was owned by the Executives) was converted
into common stock of NetLojix.  As a
result, all of the common stock of NetLojix is now owned by the
Executives.  All outstanding stock
options were cancelled as of the effective time. Shares of NetLojix's Series A
Convertible Preferred Stock continue to be held by Tommy Lin and Patrick Lin,
although the terms of such preferred stock were modified as part of the merger.
DTL
One, LLC, a Nevada limited liability company owned and controlled by Jeffrey J.
Jensen ("DTL"), has financed the payment of the merger consideration and
related expenses by NAC.  DTL is
NetLojix's current secured lender.  As
of March 31, 2003, NetLojix owed DTL approximately $1,200,000 pursuant to its
secured loan agreement. DTL will advance NetLojix up to an additional $300,000
for payment of the merger consideration and related expenses. This amount will
be combined with the balance outstanding under the NetLojix loan, and the
resulting amount will be amortized over a five-year period commencing on the
closing date of the merger. NetLojix will pay interest on all amounts owed to
DTL at a rate of 7% initially, but rising to 10% over the repayment term.
2
NetLojix
filed a certification and notice of termination of registration on Form 15 with
the Securities and Exchange Commission on June 27, 2003.
ITEM 2.  ACQUISITION OR
DISPOSITION OF ASSETS
.
The disclosure set forth under Item 1. above is
incorporated herein by this reference.
ITEM 5.  OTHER EVENTS AND
REQUIRED FD DISCLOSURE
.
On June
27, 2003, NetLojix disseminated a press release with respect to the closing of
the merger and related matters. A copy of such press release is filed herewith
as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA
FINANCIAL INFORMATION AND EXHIBITS
.
(c)  
EXHIBITS.
99.1     Press Release, dated June 27, 2003, of NetLojix.
3
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.
NETLOJIX COMMUNICATIONS, INC.
Dated: June 27, 2003
By:
/s/ ANTHONY E.
PAPA
Anthony
E. Papa
Chairman
and Chief Executive Officer
(Principal Executive Officer)
4
EXHIBIT INDEX
Exhibit
Number
Description
99.1                 Press
Release, dated June 27, 2003, of NetLojix.
5