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): July 7, 2005
SIRICOMM, INC.
-----------------------------------------------------
(Exact name of registrant as specified in its Charter)
Delaware 0-18399 62-1386759
---------------------------- ----------- -------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
2900 Davis Boulevard, Suite 130, Joplin, Missouri 64804
------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(417) 626-9961
----------------------------------------------------
(Registrant's telephone number, including area code)
N/A
-----------------------------------------------------
(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
On July 7, 2005, SiriCOMM, Inc. (the "Registrant") consummated the
private sale of its securities to ten (10) investors, including Sunflower
Capital, LLC a limited liability company managed by William P. Moore a director
of the Registrant. The securities sold consisted of units comprised of shares of
the Registrant's common stock (the "Shares") and warrants to purchase shares of
the Registrant's common stock (the "Warrants"). At the closing, the Registrant
sold an aggregate of 267,833 units at an aggregate purchase price of
approximately $401,750 or $1.50 per unit. At the closing the Registrant
delivered an aggregate of 267,833 Shares and delivered Warrants to purchase an
additional 267,833 shares of the Registrant's common stock.
The Warrants entitle the holder to purchase shares of the Registrant's
common stock reserved for issuance thereunder (the "Warrant Shares") for a
period of five years from the date of issuance at an exercise price of $2.50 per
share. The Warrants contain certain anti-dilution rights and are redeemable by
the Registrant, in whole or in part, on terms specified in the Warrants.
In a separate transaction also consummated on April 11, 2005 the
Registrant sold 25,850 warrants to Sunflower Capital, LLC at a purchase price of
$3,333.50 or approximately $.13 per warrant. These warrants entitle the holder
to purchase shares of the Registrant's common stock reserved for issuance
thereunder for a period of five (5) years from the date of issuance at an
exercise price of $3.00 per share. These warrants contain certain anti-dilution
rights and are redeemable by the Registrant, in whole or in part, on terms
specified in these warrants.
The securities discussed above were offered and sold in reliance upon
exemptions from the registration requirements of Section 5 of the Securities Act
of 1933, 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 ($2.50 exercise
price)
10.3 Warrant Agreement between the Registrant and Sunflower
Capital LLC
10.4 Common Stock Purchase Warrant ($3.00 exercise price)
2
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: July 11, 2005 By: /s/ J. Richard Iler
-----------------------
J. Richard Iler,
Chief Financial Officer
3