UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): February 7, 2005
SIRICOMM, INC.
(Exact name of registrant as specified in its Charter)
Delaware 0-18399 62-1386759
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
2900 Davis Boulevard, Suite 130, Joplin, Missouri 64804
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(Address of principal executive offices) (Zip Code)
(417) 626-9961
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(Registrant's telephone number, including area code)
N/A
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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:
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.24d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.23e-4(c))
Item 1.01 Entry into a Material Definitive Agreement
On February 7, 2005 the Company entered into a Network Installation
Agreement (the "Agreement") with Sat-Net Communications, Inc. ("Sat-Net"). The
term of the Agreement is for sixty (60) months commencing on February 7, 2005.
The Agreement will be automatically extended on a year-to-year basis upon
expiration of initial term unless terminated in writing by either party.
During the term of the Agreement, Sat-Net will provide and install
VSAT/802.11 terminals at a pre-determined number of truck-stop locations at a
predetermined turnkey price per site.
Pursuant to the Agreement, the Company is issuing to Sat-Net 2,000,000
shares of its Common Stock and 1,000,000 Common Stock Purchase Warrants (the
"Warrants") exercisable for a period of three (3) years at a price of $2.00 per
share. The Warrants are subject to vesting at the rate of 2,500 warrants per
truck-stop location installed; provided, however, that the vesting with respect
to the first 250 locations will be deemed to occur when the wireless
infrastructure is "network operational," as defined in the Agreement.
In addition, the 2,000,000 shares of Common Stock have "piggy-back"
registration rights.
Item 3.02 Unregistered Sales of Equity Securities
The information disclosed in Item 1.01 of this report is incorporated
by reference in this Item 3.02. Sat-Net represented that it is accredited and
the issuance of the Company's common stock was negotiated between itself and the
Company without a broker-dealer or payment of commission in reliance on Section
4(2) of the Act.
Item 9.01 Financial Statements and Exhibits
c) Exhibits
10.1 Form of Registration Rights Agreement
10.2 Form of Warrant
10.3 Network Installation Agreement between Company and
Sat-Net Communications, Inc. dated February 7, 2005
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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 thereunto duly authorized.
SIRICOMM, INC.
(Registrant)
Date: February 9, 2005 By: /s/ J. Richard Iler
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J. Richard Iler,
Chief Financial Officer
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