UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 2008
ERF WIRELESS, INC.
(Exact name of registrant as specified in its charter
Nevada | 000-27467 | 76-0196431 |
(State or other jurisdiction | (Commission | (IRS Employer |
of incorporation) | File Number) | Identification No.) |
2911 SOUTH SHORE BOULEVARD, SUITE 100, LEAGUE CITY, TEXAS 77573
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (281) 538-2101
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 (see General Instructions A.2 below):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o |
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On December 31, 2008, ERF Wireless, Inc. ("ERFW" or "Buyer") entered into a definitive agreement to acquire substantially all the assets from Centramedia, Inc. (dba Centramedia "Centramedia" or "Seller"), operating out of Pampa, Texas.
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On December 31, 2008, ERFW completed the purchase of substantially all the assets from Centramedia, Inc. (the "Business"). The assets purchased include substantially all of the assets associated with the Internet operations of Centramedia including the current customer base, inventory, equipment, contract rights, vehicles, Internet address space, general intangibles, certain real property and wireless broadband equipment infrastructure comprising the network that covers a geographic area covering certain cities in the Texas Panhandle, including Pampa, Borger, Clarendon, Perryton, Skellytown, McLean, Shamrock, Howardwick, White Deer and Wheeler City, Texas, as well as surrounding areas in Ochiltree, Hutchinson, Gray, Wheeler, and Roberts counties.
The asset purchase agreement required ERFW to pay aggregate consideration of $2,000,000 plus the assumption of certain operating liabilities. These liabilities include all of the liabilities:
a. | arising in connection with the operation of the Business by the Purchaser after the closing date, |
b. | arising after the closing date in connection with the performance by the Purchaser of the contracts and agreements associated with the Business assigned to Purchaser, including; ISP Subscriber Agreements, tower leases, telecomm and bandwidth costs, office lease with the City of Pampa and utilities in effect pertaining to the Business, and the Equipment Purchase, Monitoring and Maintenance Agreements in existence with all customers and |
c. | accounts payable outstanding, if any remained unpaid by Seller, as of the closing date as limited and subject to the adjustments set forth in section 1.7 – Adjustments to Purchase Price. |
At the time of the transaction, there were no material relationships between the Seller and ERFW or any of its affiliates, or any director or officer of ERFW, or any associate of any such officer or director.
A copy of the asset purchase agreement and ERFW's press release announcing the closing of the acquisition of Crosswind are included as exhibits to this report.
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
The Company has determined that the acquisition is material and thus pro forma financial information of the acquired business will be filed within the time period allowed by Form 8-K
EXHIBITS.
Exhibit 10.1 | Asset Purchase Agreement dated December 31, 2008 between ERF Wireless, Inc., a Nevada corporation, and Centramedia, Inc., Texas corporation. |
Exhibit 99.1 | Press release dated January 6, 2009, announcing the completions of the Asset Purchase Agreement to acquire virtually all of the Assets of Centramedia, Inc. |
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 hereunto duly authorized.
January 7, 2009
/S/ DR. H. DEAN CUBLEY DR. H. DEAN CUBLEY CHIEF EXECUTIVE OFFICER |
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