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) August 31, 1999 ------------------------------ RMI.NET, Inc. ------------------------------------------------- (Exact name of Registrant as specified in charter) Delaware ---------------------------------------------- (State or other jurisdiction of incorporation) 001-12063 84-1322326 ------------------------ -------------------------------- (Commission File Number) (IRS Employee Identification No.) 999 Eighteenth Street, Suite 2201, Denver Colorado 80202 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (303) 672-0700 ----------------------------- Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS. The Registrant recently acquired the assets of Wolfe Internet Access, L.L.C., a Washington limited liability company headquartered in Seattle, Washington and doing business as WolfeNet. The Registrant agreed to pay approximately $6,560,000, payable in the form of 811,687 shares of 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 Wolfe Internet Access, L.L.C. prior to the acquisition. The Registrant intends to use the assets acquired in the same manner that Wolfe Internet Access, L.L.C. utilized the assets. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not required. (b) Not required. (c) Exhibits: Exhibit Number Description ------- ----------- 10.1 Asset Purchase Agreement by and among RMI.NET, Inc. Wolfe Internet Access, L.L.C., Happy Man Corporation, Irving S. Wolfe, M. Mercedes Shereda, and Daniel M. Raybin dated as of August 31, 1999 20.1 News Release dated September 8, 1999 announcing the acquisition of Wolfe Internet Access, L.L.C. 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. -------------------------------------- (Registrant) Date: September 15, 1999 By: /s/ CHRISTOPHER J. MELCHER ------------------------------------ Christopher J. Melcher Vice President, General Counsel and Corporate Secretary