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) November 24, 1999
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RMI.NET, Inc.
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(Exact name of Registrant as specified in charter)
Delaware
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(State or other jurisdiction of incorporation)
001-12063 84-1322326
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(Commission File Number) (IRS Employee Identification No.)
999 Eighteenth Street, Suite 2201, Denver, Colorado 80202
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (303) 672-0700
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
On November 24, 1999, the Registrant entered into an Asset Purchase
Agreement with Western Regional Networks, Inc. (the "Western Regional
Networks, Inc. Asset Purchase Agreement"), pursuant to which the Registrant
acquired the assets of Western Regional Networks, Inc. The purchase price of
the assets acquired was approximately $2,714,000, payable in the form of
324,324 shares of the Registrant's common stock. The consideration that the
Registrant agreed to pay was determined through arm's length negotiation.
There was no material relationship between the Registrant and Western
Regional Networks, Inc. or its affiliates prior to the transaction. Western
Regional Networks, Inc. is a Colorado corporation headquartered in La Junta,
Colorado. Western Regional Networks, Inc. is an Internet communications and
commerce company providing dedicated and dial-up access to the Internet, as
well as web-hosting services, to a customer base in La Junta, Fort Collins
and several other Colorado locations. The Registrant intends to utilize the
assets acquired in the same manner that Western Regional Networks, Inc.
utilized the assets prior to their acquisition by the Registrant. A copy of
the Registrant's press release is attached hereto as Exhibit 20.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
List below the financial statements, pro forma financial information
and exhibits, if any, filed as a part of this report.
(a) Financial Statements of Businesses Acquired:
Not required.
(b) Pro Forma Financial Information:
Not required.
(c) Exhibits:
Exhibit Number Description
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10.1 Asset Purchase Agreement by and among RMI.NET,
Inc., and Western Regional Networks, Inc. et al.
20.1 News Release dated December 1, 1999 announcing the
Western Regional Networks asset acquisition.
SIGNATURE
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.
RMI.NET, Inc.
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(Registrant)
Date: December 9, 1999 By: /s/ CHRISTOPHER J. MELCHER
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Christopher J. Melcher
Vice President, General Counsel
and Corporate Secretary