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): December 31, 2004
SIRICOMM, INC.
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(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) (City and State) (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 3.02 Unregistered Sales of Equity Securities
Effective as of December 31, 2004, SiriCOMM, Inc. (the "Registrant")
consummated the private placement (the "Private Placement") of its units (the
"Units") pursuant to a Confidential Investment Proposal dated October 11, 2004
and amended on December 20, 2004 (collectively, the "Offering Documents"). Each
Unit consisted of 50,000 shares (the "Shares") of the Registrant's common stock
(the "Common Stock") and a Common Stock Warrant to purchase 37,500 shares of
Common Stock (the "Warrants"). In the Private Placement, the Registrant sold an
aggregate of 6.38 Units (319,000 Shares and Warrants to purchase 239,250 shares
of Common Stock) for an aggregate purchase price of $638,000, or $100,000 per
Unit.
The Warrants entitle the holders to purchase shares of the Common Stock
(the "Warrant Shares") for a period of five years from the date of issuance at
an exercise price of $2.40 per share. The Warrants contain certain anti-dilution
rights and are redeemable by the Registrant, on terms specified in the Warrants.
In connection with the Private Placement, Sands Brothers International
Limited, the placement agent in the Private Placement, received a cash
commission fee of nine (9%) of the gross proceeds to the Registrant of the
securities sold at the closing, a payment of $30,000 representing the fees and
expenses of its counsel in the Private Placement and Warrants (the "Agent
Warrants") to purchase ten percent (10%) of the Shares sold in the Private
Placement (the "Agent Shares"). The Agent Warrants are exercisable for a period
of five years at an exercise price of $2.40 per share and contain the same
anti-dilution rights as the Warrants.
Pursuant to the Offering Documents, the Registrant also agreed to file
with the Securities and Exchange Commission a Registration Statement covering
the Shares, the Warrant Shares and the Agent Shares. If such Registration
Statement is not filed within the required time frame, or does not become
effective within 120 days of the closing date, the Registrant has agreed to pay
to the investors 1% of the gross proceeds of the Private Placement for each
thirty (30) day period in which the Registrant fails to comply with such
requirements.
The securities discussed above were offered and sold in reliance upon
exemptions from the registration requirements of Section 5 of the Securities Act
of 1922, as amended (the "Act"), pursuant to Section 4(2) of the Act and Rule
506 promulgated thereunder. Such securities were sold exclusively to accredited
investors as defined by Rule 501(a) under the Act.
Item 9.01 Financial Statements and Exhibits
c) Exhibits
10.1 Form of Subscription Agreement
10.2 Form of Common Stock Purchase Warrant
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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: January 4, 2005 By: /s/ Henry P. Hoffman
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Henry P. Hoffman
Chief Executive Officer
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