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): January 31, 2006
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) (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
On January 31, 2006, SiriCOMM, Inc. (the "Registrant") consummated the
private placement of its securities (the "Private Placement") pursuant to a
Placement Agent Agreement entered into between it and Sanders Morris Harris,
Inc. as Placement Agent (the "Placement Agent") dated December 12, 2005 (the
"Agency Agreement"). The securities sold were units (the "Units") consisting of
one share (the "Shares") of the Company's common stock, $.001 par value (the
"Common Stock") and one redeemable Common Stock purchase warrant (the
"Warrants"). At the closing, the Registrant sold an aggregate of 4,692,263 Units
at an aggregate purchase price of $5,396,103 or $1.15 per unit. At the closing
the Registrant delivered an aggregate of 4,692,263 Shares and 4,692,263 Warrants
to the purchasers.
Each Warrant entitles the holder to purchase one Share of Common Stock
at an exercise price of $1.50 per share commencing on the date of issuance and
expiring at the close of business on the fifth anniversary of the issuance date.
The Warrants contain provisions that protect the holder against dilution by
adjustment of the exercise price in certain events including, but not limited
to, stock dividends, stock splits, reclassifications, or mergers. The Company
may redeem the Warrants, at a price of $.10 per Warrant, at any time following
the issuance date upon not less than 30 days nor more than 60 days prior written
notice if (a) the Common Stock underlying the Warrants has been registered with
the SEC, and (b) the closing price of the Common Stock exceeds a 200% premium of
the exercise price of the Warrants for 20 out of 30 consecutive trading days.
Under the terms of the Agency Agreement, the Placement Agent received a
commission equal to 5% of the offering price of the Units sold in the Private
Placement, a financial advisory fee equal to 2% of the offering price of the
Units sold in the Private Placement and a Warrant to purchase Common Stock equal
to 5% of the Shares of Common Stock underlying the Units sold in the Private
Placement at an exercise price of $1.15 per share.
As part of the Private Placement, the Registrant entered into a
registration rights agreement (the "Registration Rights Agreement") with each
subscriber who purchased Units in the Private Placement. Under the Registration
Rights Agreement, the Registrant, as promptly as reasonably practicable after
closing of the Private Placement but in no event later than 30 days following
the closing, the Registrant is obligated to file a registration statement (the
"Registration Statement") on Form SB-2, relating to the resale by the holders of
the Common Stock underlying the Units, Warrants and Placement Agent Warrant. If
such Registration Statement is not filed within the required time frame, or does
not become effective within 90 days after closing (or 120 days after closing, if
the Registration Statement is subject to review by the SEC), the Registrant has
agreed to pay to the investors 1% of the gross proceeds of the offering for each
month in which the Registrant fails to comply with such requirements.
Sunflower Capital, LLC, a limited liability company managed by William
P. Moore, a director of the Registrant, purchased an aggregate of 1,764,872
Units in the offering, which consisted of a new investment of $1,525,000.05 to
purchase 1,326,087 Units and the conversion of a $500,000 Convertible Promissory
Note plus accrued interest in the amount of $4,602 to purchase 438,785 Units.
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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
10.3 Form of Registration Rights Agreement
10.4 Form of Placement Agent Warrant
10.5 Placement Agent Agreement
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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 6, 2006 By: /s/ J. Richard Iler
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J. Richard Iler,
Chief Financial Officer
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