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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
June 16, 2004
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WIRELESS FRONTIER INTERNET, INC.
(F/K/A Fremont Corp)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF INCORPORATION)
000-08281 76-0402866
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
104 West Callaghan Street
Fort Stockton, Texas 79735
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(432) 336-0336
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS.
Certain officers of Wireless Frontier Internet, Inc. (the "Company") have
agreed to contribute to the capital of the Company the number of issued and
outstanding shares of the common stock, par value $0.001 per share (the "Common
Stock"), of the Company set forth opposite his name below.
Shareholder Number of Shares
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Alex J. Gonzalez 13,762,122
Joe Chris Alexander 883,334
Ronald J. Marosko, Jr. 883,334
Jaime R. Velasco 1,100,000
Pursuant to a written agreement, dated as of June 9, 2004, the Company and
Strategic Abstract & Title Corporation ("Strategic Abstract") agreed to annul
the transaction on June 30, 2003 between the parties pursuant to which the
Company had acquired all the assets of Strategic Abstract (the "Strategic
Assets") and as consideration therefor, had issued to Strategic Abstract
4,166,640 shares of Common Stock. In connection with such annulment, (i)
Strategic Abstract agreed to contribute to the capital of the Company 3,791,210
shares of Common Stock that it had received from the Company as partial
consideration for the initial sale; and (ii) the Company agreed to return to
Strategic Abstract the Strategic Assets and to issue to Patrick Cordero, the
owner of Strategic Abstract, a five-year warrant to purchase up to 250,000
shares of Common Stock, which warrant shall be exercisable at any time
commencing on December 31, 2004, at an exercise price of $0.25 per share.
As of June 14, 2004, and prior to giving effect to the transactions
described in the preceding paragraphs, the Company had issued and outstanding
65,497,386 shares of Common Stock.
On June 7, 2004, the Company entered into employment agreements with
the following officers of the Company: Alex J. Gonzalez, Joe Chris
Alexander, Ronald J. Marosko, Jr. and Kelly E. Simmons.
The Company approved the grant to certain of its officers of employee
stock options to purchase the number of shares of Common Stock set forth
opposite his name below. Each option will be vested immediately and be
exercisable as follows: (i) 25% of such option shall become exercisable on
December 31, 2004 at a price of $0.25 per share; (ii) an additional 25% of such
option shall become exercisable on December 31, 2005 at a price of $0.31 per
share; (iii) an additional 25% of such option shall become exercisable on
December 31, 2006 at a price of $0.40 per share; and (iv) an additional 25% of
such option shall become exercisable on December 31, 2007 at price of $0.50 per
share. The exercise of these options will be conditioned upon the satisfaction
of certain conditions set forth in each shareholder's respective option
agreements.
Shareholder Number of Options to be Granted
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Alex J. Gonzalez 13,762,122
Joe Chris Alexander 883,334
Ronald J. Marosko, Jr. 883,334
Jaime R. Velasco 1,100,000
The Company's board of directors authorized the Company to take all
necessary actions to approve an employee stock option plan which would provide
for the issuance of up to 20,000,000 shares of Common Stock.
In March 2004, the Company issued convertible debentures to a number of
noteholders, in the aggregate principal amount of $1,315,000, at an interest
rate of 10%, and warrants to purchase an aggregate of 7,655,000 shares of Common
Stock at an exercise price of $0.20 per share. Under the terms of the
debentures, the noteholders had the option to convert the principal balance of
the debentures, in whole or in part, into shares of Common Stock at a conversion
price equal to $0.20 per share. These debentures matured on April 11, 2004, and
the Company was unable to pay off the debentures at maturity. The Company agreed
with holders of the debentures (including certain holders that are affiliates of
the Placement Agent) representing this indebtedness to extend the maturity of
this indebtedness to August 11, 2004. The note is now convertible at $0.10 per
share, and the warrants attached are exercisable at $0.05 per share. In
addition, the holders of the debentures agreed not to convert their notes into
shares of Common Stock if the Company paid off the notes in full, on or prior to
August 13, 2004.
Jaime R. Velasco, formerly Executive Vice President of the Company, became
Executive Vice President of Wireless Frontier Internet, Inc. (TX), a
wholly-owned subsidiary of the Company, effective June 7, 2004.
The Company issued a press release on June 10, 2004 announcing that Kelly
E. Simmons had joined the Company as its Chief Financial Officer. The Company
also confirmed in the same press release that it had ceased acquisition
discussions with IPVoice Communications, Inc. A copy of the press release issued
by the Company concerning the foregoing is furnished herewith as Exhibit 99.1
and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 10.1 Employment Agreement, dated as of June 7, 2004, by and between
Wireless Frontier Internet, Inc. and Alex J. Gonzalez
Exhibit 10.2 Employment Agreement, dated as of June 7, 2004, by and between
Wireless Frontier Internet, Inc. and Joe Chris Alexander
Exhibit 10.3 Employment Agreement, dated as of June 7, 2004, by and between
Wireless Frontier Internet, Inc. and Ronald J. Marosko, Jr.
Exhibit 10.4 Employment Agreement, dated as of June 7, 2004, by and between
Wireless Frontier Internet, Inc. and Kelly E. Simmons
Exhibit 99.1 Press Release dated June 10, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
WIRELESS FRONTIER INTERNET, INC.
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(Registrant)
By: /s/ Kelly E. Simmons
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Name: Kelly E. Simmons
Title: Chief Financial Officer
Dated: June 16, 2004