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): July 1, 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 5. Other Events.
Effective February 6, 2004, USURF America, Inc., a Nevada corporation, signed a
definitive agreement ("Purchase 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. On
April 8, 2004 USURF, UTEL, Inc. (a wholly-owned subsidiary of USURF), and
SunWest executed an Agreement and Plan of Reorganization ("Plan of
Reorganization") for the purpose of qualifying the transaction as a tax-free
reorganization within the meaning of ss.368(a)(1)(C) of the Internal Revenue
Code of 1986. The Plan of Reorganization entirely superseded the Purchase
Agreement.
The terms of the Plan of Reorganization provide that the board of directors of
either SunWest or USURF may terminate the Plan of Reorganization if the closing
date of the transaction has not occurred by June 30, 2004. The closing did not
occur on or before such date. Accordingly, the board of directors of USURF has
voted to terminate the Plan of Reorganization, effective July 1, 2004.
USURF and SunWest are currently engaged in discussions and negotiations
concerning the potential acquisition by USURF of specific SunWest assets.
Item 7. Financial Statements and Exhibits
(a) Financial Statements.
None.
(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.
10.2** Agreement and Plan of Reorganization Between USURF
America, Inc., UTEL, Inc. and SunWest Communications, Inc.,
effective February 5, 2004
* Incorporated by reference from Current Report on Form 8-K filed with the
Commission on February 20, 2004.
** Incorporated by reference from Current Report on Form 8-K filed with the
Commission on April 21, 2004.
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: July 20, 2004. USURF AMERICA, INC.
By: /s/ Richard Koontz
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Richard Koontz
Executive Vice President Corporate
Development
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.
10.2 Agreement and Plan of Reorganization Between USURF America, Inc.,
UTEL, Inc. and SunWest Communications, Inc., effective February
5, 2004