1 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): June 15, 1999 ----------------------------- Redwood Broadcasting, Inc. - ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Colorado 33-80321 84-0928022 - ---------------- ---------------- -------------------- (State or other (Commission File (IRS Employer jurisdiction of Number) Identification No.) incorporation) 6991 East Camelback Road, Suite D-103, Scottsdale, Arizona 85251 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (602) 425-0099 ------------------ N/A - ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) 2 ITEM 5. OTHER EVENTS. On June 15, 1999, Redwood Broadcasting, Inc., a Colorado corporation ("Redwood"), sold 267,522 shares of its Series B Convertible Preferred Stock, par value $.04 per share, at a purchase price of $5.85 per share pursuant to a Stock Purchase Agreement entered into as of May 25, 1999 between Redwood and the parties listed on Exhibit A thereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) List of Exhibits: 4. Stock Purchase Agreement made as of May 25, 1999 between Redwood Broadcasting, Inc., a Colorado corporation, and the parties listed on Exhibit A thereto. 3 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. REDWOOD BROADCASTING, INC. Date: June 28, 1999 By:/s/ Ron Conquest -------------- ----------------------------- Ron Conquest President 4 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - -------------- ------------ 4. Stock Purchase Agreement made as of May 25, 1999 between Redwood Broadcasting, Inc., a Colorado corporation, and the parties listed on Exhibit A thereto.