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): April 20, 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
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Form 8-K
USURF America, Inc.
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Item 2. Acquisition or Disposition of Assets.
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Effective April 20, 2004, USURF America, Inc., a Nevada corporation, signed a
definitive agreement to acquire all of the issued and outstanding common stock
of Connect Paging, Inc. Connect Paging, doing business as Get A Phone, is a
privately-held Texas-based communications company operating as a competitive
local exchange carrier in areas currently served by SBC and Verizon Southwest.
The company currently has more than 16,000 customers and annual revenues of
approximately $8,400,000. The Texas Public Utilities Commission has approved the
transfer of the certificate of operating authority to reflect the change of
ownership to USURF America, Inc. and has expanded the geographic area to include
the entire state of Texas.
As consideration for this transaction, USURF will issue or pay (i) a total of
$2,000,000 in cash and (ii) a total of 14,250,000 shares of USURF $.0001
par-value common stock to the shareholders of Connect Paging. Using the average
of the high and low prices of the stock on the date of the agreement, as
reported by the OTC Bulletin Board, the total value of the stock to be issued by
USURF as consideration for this transaction is $1,567,500. The total of the
consideration to be paid by USURF is approximately $3,567,500. 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.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements.
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The financial statements relating to this acquisition will be filed by
amendment to this Current Report on Form 8-K.
(b) Exhibits.
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Exhibit No. Description
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10.1 Stock Purchase Agreement, dated April 20, 2004, by and
between USURF America, Inc. and the shareholders of
Connect Paging, Inc.
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SIGNATURES
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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: April 30, 2004. USURF AMERICA, INC.
By: /s/ DOUGLAS O. MCKINNON
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Douglas O. McKinnon
President and CEO
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EXHIBIT INDEX
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Exhibit No. Description
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10.1 Stock Purchase Agreement, dated April 20, 2004, by and
between USURF America, Inc. and the shareholders of Connect
Paging, Inc.