UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Internet America, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
46058Y109
(CUSIP Number)
John N. Palmer, Sr.
1671 Lelia Drive
Jackson, Mississippi 39216
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 18, 2014
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 46058Y109 | 13D | Page 2 of 4 Pages |
1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) John N. Palmer Sr. | |||
2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) x (b) ¨ | |||
3. | SEC USE ONLY | |||
4. | SOURCE OF FUNDS (see instructions) PF | |||
5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ | |||
6. | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER 2,158,532 | ||
8. | SHARED VOTING POWER -0- | |||
9. | SOLE DISPOSITIVE POWER 2,158,532 | |||
10. | SHARED DISPOSITIVE POWER -0- |
11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,158,532 (1,305,290 common, 853,242 preferred stock) | |||
12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨ | |||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 12.3% of common stock and 31.4% of preferred stock | |||
14. | TYPE OF REPORTING PERSON (see instructions) IN |
CUSIP No. 46058Y109 | 13D | Page 3 of 4 Pages |
Item 1. | Security and Issuer. |
Common and Preferred Stock
Internet America
6210 Rothway Street, Suite 100
Houston, Texas 77040
Item 2. | Identity and Background. |
John N. Palmer, Sr. (“Palmer”)
Address of Principal Business Office: | 1671 Lelia Drive Jackson, MS 39216 | |
Citizenship: | USA | |
Title of Class of Securities: | Common and Preferred Stock | |
CUSIP Number: | 46058Y109 |
Item 3. | Source or Amount of Funds or Other Consideration. |
The following purchases were made by J. N. Palmer Family Partnership, LP, Gulf South Capital, Inc., and John N. Palmer, Sr. (Palmer):
On or about March 11, 2005, Palmer purchased 27,194 shares Internet America, Inc.’s (the “Company”) common stock at a purchase price of $0.954 per share, for an aggregate purchase price of $27,194.
On or about May 20, 2005, Palmer purchased 76,667 shares Internet America, Inc.’s (the “Company”) common stock at a purchase price of $0.75 per share, for an aggregate purchase price of $57,500. These shares were purchased through the John N. Palmer Family Partnership, an entity in which John N. Palmer Sr. is the General Partner and owns 40% interest.
On or about May 20, 2005, Palmer purchased 76,666 shares of the Company’s common stock at a purchase price of $0.75 per share, for an aggregate purchase price of $57,500. These shares were purchased through Gulf South Capital, Inc., an entity in which John N. Palmer Sr. is the Founder, Sole Shareholder, and Chairman.
On or about December 1, 2007, Palmer purchased 853,242 shares of the Company’s preferred stock at a purchase price of $0.586, for an aggregate purchase price of $500,000. These shares were purchased through Gulf South Capital, Inc., an entity in which John N. Palmer Sr. is the Founder, Sole Shareholder, and Chairman.
On or about December 31, 2010, Palmer purchased 423,449 shares of the Company’s common stock at a purchase price of $0.25, for an aggregate purchase price of $105,862.
All of the capital stock purchased by Palmer was purchased with personal funds.
Item 4. | Purpose of Transaction. |
Palmer acquired the shares of capital stock of the Issuer for investment purposes, but may transfer or sell such shares as necessary and in accordance with applicable securities laws. Except as set forth above, Palmer has no present plans or proposals that relate to or would result in any of the actions required to be described in subsections (a) through (j) of Item 4 of Schedule 13D. Palmer may, at any time, review or reconsider his position with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but has no present intention of doing so.
Item 5. | Interest in Securities of the Issuer. |
The reporting person has sole voting and dispositive power with respect to 2,158,532 (1,305,290 common stock and 853,242 of preferred stock) of the reported securities and 12.3% ownership of the common shares and 31.4% of the preferred stock.
Other than the purchases of the shares of the Issuer’s capital stock by Palmer described below, there have been no transactions in the Issuer’s capital stock effected by Palmer during the past 60 days.
Common Stock | |||
Date | Number of Shares | Price per share ($) | Aggregate Purchase Price ($) |
3/11/2005 | 28,508 | 0.954 | 27,194 |
5/20/2005 | 76,667 | 0.75 | 57,500 |
5/20/2005 | 76,666 | 0.75 | 57,500 |
12/31/2010 | 423,449 | 0.25 | 105,862 |
Total Common | 605,290 | $248,056 | |
Preferred Stock | |||
12/01/2007 | 511,945 | 0.586 | 300,000 |
12/01/2007 | 85,324 | 0.586 | 50,000 |
12/01/2007 | 255,973 | 0.586 | 150,000 |
Total Preferred | 853,242 | $500,000 | |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
On October 17, 2007, the Company entered into a Purchase Agreement (the “Preferred Stock Purchase Agreement”) with certain purchasers (which purchasers include Palmer, and are collectively referred to herein as the “Purchasers”), pursuant to which the Company sold 2,889,076 shares of preferred stock for a per share purchase price of $0.586 in a privately-negotiated transaction. Palmer purchased 853,242 shares of such preferred stock for aggregate consideration of $500,000. The Preferred Stock Purchase Agreement contains customary representations, warranties and indemnification provisions. This description of the Preferred Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Preferred Stock Purchase Agreement, which is incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K, filed on October 23, 2007.
In connection with the Preferred Stock Purchase Agreement, the Company and the Purchasers entered into a Registration Rights Agreement dated as of October 17, 2007 (the “Preferred Stock Registration Rights Agreement”), pursuant to which the Company has agreed to grant “piggyback” registration rights to the Purchasers. This description of the Preferred Stock Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Preferred Stock Registration Rights Agreement, which is incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K, filed on October 23, 2007.
Item 7. | Material to Be Filed as Exhibits. |
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
JOHN N. PALMER, SR. | ||
By: | /s/ John N. Palmer, Sr. | |
Dated: November 18, 2014 | John N. Palmer, Sr. | |
J.N. PALMER FAMILY PARTNERSHIP, L. P. | ||
By: | /s/ John N. Palmer, Sr. | |
Dated: November 18, 2014 | John N. Palmer, Sr., GP | |
GULF SOUTH CAPITAL, INC. | ||
By: | /s/ H. Michael Kerce | |
Dated: November 18, 2014 | H. Michael Kerce, EVP & CFO |