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 5, 2006
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.)
4710 East 32nd Street, 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 1.01 Entry into a Material Definitive Agreement
On July 5, 2006, SiriCOMM, Inc. entered into a letter agreement with
William W. Graham under which Mr. Graham will serve as our President and Chief
Executive Officer for an initial term of three to six months. The letter
agreement is filed as Exhibit 99.1 to this report. The agreement calls for
monthly compensation of $14,583.33, a health insurance reimbursement benefit of
$850.00 per month and a grant of 50,000 options to purchase shares of our common
stock.
At the same time we entered into the agreement with Mr. Graham, we
entered into a new employment agreement with Henry P. Hoffman to serve as our
Chairman for an initial term of two years commencing July 5, 2006. A copy of the
new agreement is filed as Exhibit 99.2 to this report. The term automatically
renews for one additional year unless we or Mr. Hoffman provide written notice
not to renew at least 90 days prior to the end of the term. Mr. Hoffman will
receive an annual salary of not less than $175,000 per year under this
agreement.
Item 1.02 Termination of a Material Definitive Agreement
Mr. Hoffman agreed to terminate his employment agreement dated February
19, 2002 on July 5, 2006, simultaneously with his resignation as President and
CEO and the signing of his new agreement to serve as Chairman.
Item 5.02 Departure of Principal Officers; Election of Directors; Appointment of
Principal Officer.
(b)(c) On July 5, 2006, our board of directors accepted the resignation
of Henry P. Hoffman as our President and CEO, appointed Mr. Hoffman Chairman of
the Board and appointed William W. Graham to serve as President and CEO.
Additional information concerning agreements SiriCOMM entered into and which
were terminated is set forth in Items 1.01 and 1.02, above. Disclosure
concerning the current compensation to be paid to Mr. Hoffman and Mr. Graham is
incorporated by reference into this Item 5.02.
William W. Graham is 56 years old. During approximately the past seven
years, Mr. Graham has principally been acting as a private investor and has been
active in philanthropic organizations. From 2001 until 2005, he was active in
the management of Classic Card Company, a private stationery printing firm which
he acquired with his wife that year. The Grahams still own Classic Card, but are
no longer involved in its management. From 1995 to 1999, Mr. Graham was Senior
Vice President Marketing and Sales of Kansas City Southern Railway where he
oversaw five business units as well as customer service. From 1984 to 1995, Mr.
Graham held various management positions at Yellow Freight System (now YRC
Worldwide) with his last position being Vice President, Transportation and
Operations Services. At Yellow, Mr. Graham was involved in the expansion and
growth of the company following the deregulation of the trucking industry. Mr.
Graham started his transportation career with the Santa Fe Railway. Mr. Graham
received a BS from Millikin University, and a MBA from the University of
Missouri at Kansas City.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Letter Agreement between SiriCOMM, Inc. and William
W. Graham, dated July 5, 2006.*
99.2 Employment Agreement between SiriCOMM, Inc. and Henry
P. Hoffman dated July 5, 2006.*
* Compensation plan or arrangement in which directors or
executive officers are eligible to participate.
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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: July 11, 2006 By: /s/ William W. Graham
William W. Graham,
Chief Executive Officer
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