Securities and Exchange Commission
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Commission
Date of Report (Date of earliest event reported): February 6, 2004
USURF America, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 1-15383 72-1482416
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
6005 Delmonico Drive, Suite 140, Colorado Springs, Colorado 80919
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code:
(719) 260-6455
Form 8-K
USURF America, Inc.
Item 2. Acquisition or Disposition of Assets.
Effective February 6, 2004, USURF America, Inc., a Nevada corporation, signed a
definitive agreement to acquire substantially all of the operating assets of
Sunwest Communications, Inc. SunWest is a privately-held Colorado Springs,
Colorado-based provider of telecommunications services with approximately 7,500
residential and commercial customers in the state of Colorado.
Telecommunications services are provided pursuant to a Competitive Local
Exchange Carrier license granted by the Colorado Public Utilities Commission.
The assets to be acquired by USURF include SunWest's telecommunications network
of fiber optic lines covering over 100 linear miles and all network operations
facilities and equipment, including a Lucent 5ESS switch. This acquisition will
enable USURF to offer a complete voice, video and data service package to its
customers. The acquisition is contingent upon the approval of the Colorado
Public Utilities Commission
As consideration for this transaction, USURF will (i) issue to the shareholders
of SunWest 20,500,000 shares of USURF $.0001 par-value common stock, and (ii)
assume and pay, when due, certain obligations of SunWest valued at $700,000.
Using the average of the high and low prices of the stock on the date of the
agreement, as reported by the American Stock Exchange, the total value of the
stock to be issued by USURF as consideration for this transaction is $5,535,000.
The total of the consideration to be paid by USURF, subject to the price of the
stock on the closing date, is approximately $6,235,000. The shares to be issued
in connection with this transaction will be included in a Form SB-2 registration
statement filed by USURF with the United States Securities and Exchange
Commission within fourteen days after the filing of USURF's Form 10-KSB for
2004.
Item 7. Financial Statements and Exhibits
(a) Financial Statements.
The financial statements relating to the acquired assets of SunWest
will be filed by us by amendment to this Current Report on Form 8-K.
(b) Exhibits.
Exhibit No. Description
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10.1 Asset Purchase Agreement, dated February 6, 2004, by
and between USURF America, Inc. and SunWest
Communications, Inc.
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, hereunto duly authorized.
Dated: February 19, 2004. USURF AMERICA, INC.
By: /s/ DOUGLAS O. MCKINNON
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Douglas O. McKinnon
President and CEO
EXHIBIT INDEX
Exhibit No. Description
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10.1 Asset Purchase Agreement, dated February 6, 2004, by and
between USURF America, Inc. and SunWest Communications, Inc.