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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): February 18, 2005
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USURF AMERICA, INC.
(Exact name of registrant as specified in Charter)
Nevada 1-15383 91-2117796
(State or other jurisdiction of (Commission File No.) (IRS Employee
incorporation or organization) Identification No.)
390 Interlocken Crescent, Suite 900
Broomfield, Colorado 80021
(Address of Principal Executive Offices)
303-789-7100
(Issuer Telephone number)
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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This Form 8-K and other reports filed by Usurf America, Inc. (the
"Registrant" or the "Company") from time to time with the Securities and
Exchange Commission (collectively the "Filings") contain forward looking
statements and information that are based upon beliefs of, and information
currently available to, the Registrant's management as well as estimates and
assumptions made by the Registrant's management. When used in the Filings the
words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan"
or the negative if these terms and similar expressions as they relate to the
Registrant or the Registrant's management identify forward looking statements.
Such statements reflect the current view of the Registrant with respect to
future events and are subject to risks, uncertainties, assumptions and other
factors relating to the Registrant's industry, operations and results of
operations and any businesses that may be acquired by the Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
1
Item 1.01. Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On January 26, 2005, Usurf America, Inc. (the "Company") entered into a
Securities Purchase Agreement (the "Acquisition Agreement") with Sovereign
Partners, LLC, a Colorado limited liability company ("Sovereign") and each of
the members of Sovereign (the "Members") (the "Acquisition"). The Acquisition
Agreement provides, among other things, for the acquisition by the Company of
100% of the membership interests of Sovereign from the Members in exchange for
the issuance of shares of the Company's common stock, $0.0001 par value per
share (the "Common Stock") and shares of the Company's newly created Series B
Convertible Preferred Stock, $0.0001 par value per share (the "Preferred
Stock"). Upon the completion of the Acquisition, Sovereign will be owned and
operated as a wholly-owned subsidiary of the Company. A copy of the Acquisition
Agreement is attached hereto as Exhibit 10.1. Any and all descriptions of the
Acquisition Agreement as described in this Current Report on Form 8-K are
qualified in their entirety by reference to the full text of the attached
Acquisition Agreement.
The closing of the Acquisition Agreement was completed on February 18,
2005 (the "Closing"). At the Closing, the Members were issued an aggregate of
35,000,000 shares of Common Stock and 100,000 shares of Series B Preferred
Stock. All conditions to closing were obtained.
Under the terms of the Acquisition Agreement, the Members are to be issued
shares of Common Stock and Preferred Stock, as follows: (i) 35,000,000 shares of
Common Stock and 100,000 shares of Preferred Stock (which were issued at the
closing of the Acquisition); (ii) 125,000 shares of Preferred Stock on each of
January 1, 2006 and July 1, 2006; (iii) 250,000 shares of Preferred Stock at
such time as the Net Operating Income of Sovereign after January 1, 2005 is
equal to or greater than $6,000,000; and (iv) 400,000 shares of Preferred Stock
if the Net Operating Income of Sovereign ending on the period twenty-four months
following the closing of the acquisition is equal to or greater than $5,000,000.
For the purposes of the Acquisition Agreement, Net Operating Income means for
any period the "EBITDA" on a consolidated basis for Sovereign and all of its
subsidiaries, in accordance with generally accepted accounting principles.
"EBITDA" means earnings before interest, taxes, depreciation and amortization.
In addition, the Members may earn additional shares of Common Stock or
Preferred Stock if the average annualized Net Operating Income for the period
commencing on the closing and ending on the twenty-four month anniversary date
of the closing is: (A) greater than $5,000,000, but less than or equal to
$6,000,000, then the Members will receive in the aggregate an additional 0.05
shares of Preferred Stock for each dollar that the average annualized Net
Operating Income for that period exceeds $5,000,000; (B) greater than $6,000,000
but less than or equal to $7,000,000, then the Members will receive in the
aggregate an additional 0.10 shares of Preferred Stock for each dollar that the
average annualized Net Operating Income for that period exceeds $5,000,000; (C)
greater than $7,000,000 but less than or equal to $8,000,000, then the Members
will receive in the aggregate 0.15 shares of Preferred Stock for each dollar
that the average annualized Net Operating Income for that period exceeds
$5,000,000; or (D) greater than $8,000,000 for that period, then the Members
will receive in the aggregate 0.20 shares of Preferred Stock for each dollar
that the average annualized Net Operating Income for that period exceeds
$5,000,000 (collectively, the "Twenty-Four Month Issuances").
2
In addition, the Members may earn additional shares of Common Stock or
Preferred Stock as follows: if the average annualized Net Operating Income for
the period commencing on the Closing and ending on the thirty-six month
anniversary date of the closing is: (A) greater than $5,000,000, but less than
or equal to $6,000,000, the Members will receive in the aggregate an additional
0.10 shares of Preferred Stock for each dollar that the average annualized Net
Operating Income for that period exceeds $5,000,000; (B) greater than $6,000,000
but less than or equal to $7,000,000, then the Members will receive in the
aggregate an additional 0.20 shares of Preferred Stock for each dollar that the
average annualized Net Operating Income for that period exceeds $5,000,000; (C)
greater than $7,000,000 but less than or equal to $8,000,000, then the Members
will receive in the aggregate 0.30 shares of Preferred Stock for each dollar
that the average annualized Net Operating Income for that period exceeds
$5,000,000; or (D) greater than $8,000,000 for that period, then the Members
will receive in the aggregate 0.40 shares of Preferred Stock for each dollar
that the average annualized Net Operating Income for that period exceeds
$5,000,000. Such issuances will be reduced by the number of shares of Common
Stock or Preferred Stock received pursuant to the Twenty-Four Month Issuances,
if any.
Under the terms of the Acquisition Agreement, the aggregate number of
shares of capital stock of the Company issuable to the Members is limited to
300,000,000 shares of Common Stock or such number of shares of Preferred Stock
that is convertible into 300,000,000 shares of Common Stock, or any combination
of Preferred Stock and Common Stock which does not exceed 300,000,000 shares of
Common Stock in total.
The Company may suspend the issuance of additional shares of Common Stock
or Preferred Stock upon certain "breaches" by Sovereign defined in the
Acquisition Agreement. In the event of a breach, any shares that have not yet
been issued to the Members under the terms of the Acquisition Agreement may be
withheld by the Company until the earlier of (i) twelve months from the date
such shares would have otherwise been issued to the Members or (ii) such time as
any such breach has been cured by Sovereign.
The Acquisition Agreement also provides for customary representations and
warranties of all parties, certain covenants and agreements related to the
closing and mutual indemnification of the parties.
In connection with the Acquisition Agreement, the Company has amended its
By-Laws to provide that the provisions of Nevada Revised Statutes Sections
78.378 to 78.3793 do not apply to the acquisition of the capital stock of the
Company by Sovereign, its Members or its affiliates in connection with the
Acquisition Agreement.
3
In addition, the Company has entered into a Registration Rights Agreement
with the Members whereby the Company will undertake to prepare and file a
registration statement on Form SB-2 to register the Common Stock (and the Common
Stock which may be issued upon conversion of the Preferred Stock) issued to the
Members. Under the terms of the Registration Rights Agreement, the registration
statement is required to be filed within seventy-five days of the closing, and
then within seventy-five days of each subsequent issuance of Common Stock or
Preferred Stock under the Acquisition Agreement. The Company must cause the
registration statement to become effective within 180 days of the filing of the
registration statement, or it must pay cash to the Members in the amount of 0.5%
per month of the fair market value of the Common Stock then held by the Members.
A copy of the Registration Rights Agreement is attached hereto as Exhibit 10.2.
Any and all descriptions of the Registration Rights Agreement as described in
this Current Report on Form 8-K are qualified in their entirety by reference to
the full text of the attached Agreement.
In addition, the Company entered into a Management Agreement which will
provide that Mr. Ed Garneau, the current manager of Sovereign, will continue to
serve as manager of Sovereign and that the Members will continue to elect the
manager of Sovereign after the closing for a period of three years. The
Management Agreement also provides that while the Company may use Sovereign's
cash on hand following the closing, should there be an objection to such use,
the Board of Directors of the Company shall determine whether the cash may be
used for the Company's corporate purposes. A copy of the Management Agreement is
attached hereto as Exhibit 10.3. Any and all descriptions of the Management
Agreement as described in this Current Report on Form 8-K are qualified in their
entirety by reference to the full text of the attached Agreement.
In connection with the Acquisition Agreement, the Company, each member of
the Company's Board of Directors, and each of the Members entered into an
Investor Rights Agreement. Pursuant to the Investor Rights Agreement, each of
the parties agree to take all steps necessary, including the exercise of their
voting rights as a shareholder of the Company, to ensure the Mr. Ed Garneau and
one other person selected by the Members, is elected to the Company's Board of
Directors and serves as a Director until all of the shares of Common Stock
issued to the Members have either been registered and sold on an effective
registration statement or are eligible for resale under Rule 144 of the
Securities Act of 1933. The Investor Rights Agreement also provides that should
certain events happen, each party to the Investor Rights Agreement will take all
steps necessary to increase the number of Directors of the Company and grant the
Members the right to fill all such newly created Board of Director vacancies. In
addition, the Investor Rights Agreement provides for certain protective
operating covenants that prohibit the Company from taking certain actions absent
the prior consent of the Members. A copy of the Management Agreement is attached
hereto as Exhibit 10.4. Any and all descriptions of the Management Agreement as
described in this Current Report on Form 8-K are qualified in their entirety by
reference to the full text of the attached Agreement In connection with the
Acquisition Agreement, the Company has filed with the Secretary of the State of
Nevada, a Certificate of Designation designating the Series B Convertible
Preferred Stock. The features of the Series B Convertible Preferred Stock
includes the right on the part of the Company or the holders to effect the
conversion of the Preferred Stock to Common Stock from time to time when there
is sufficient authorized but unissued shares of Common Stock available for
issuance upon conversion. The Preferred Stock will be convertible into Common
Stock at the conversion rate of 100 shares of Common Stock for each share of
Series B Preferred Stock. In the event the Company fails to increase the number
of authorized shares of Common Stock to a level sufficient to allow for the
conversion of all of the Preferred Stock into Common Stock by June 30, 2006, the
Company will be obligated, at the request of the holders of the Preferred Stock,
to redeem the Preferred Stock at the then fair market value of the underlying
Common Stock into which the Preferred Stock would otherwise be convertible. The
Preferred Stock designation also provides that the Preferred Stock will be
senior to the Common Stock with respect to rights upon liquidation, winding up
or dissolution of the Company, but will be junior to the Company's existing
Series A Convertible Preferred Stock. The Preferred Stock will vote together
with the Common Stock as a single class on an as-converted to Common Stock
basis. A copy of the Certificate of Designation is attached hereto as Exhibit
3.2. Any and all descriptions of the Certificate of Designation as described in
this Current Report on Form 8-K are qualified in their entirety by reference to
the full text of the attached Certificate of Designation.
4
In addition, the Company has entered into an Employment Agreement with Mr.
Ed Garneau. The Employment Agreement provides that Mr. Garneau be employed as
the Chief Operating Officer of the Company for an initial period of three years
following the closing of the Acquisition. Mr. Garneau is currently a member of
the Company's Board of Directors and will continue in that position following
the Closing. A copy of the Employment Agreement is attached hereto as Exhibit
10.5. Any and all descriptions of the Employment Agreement as described in this
Current Report on Form 8-K are qualified in their entirety by reference to the
full text of the attached Agreement. See Item 5.02 below for additional
disclosure and information.
In order to close the Acquisition Agreement, several shareholders and
investors in the Company granted their consent to the actions contemplated by
the Acquisition. In addition, certain outstanding notes and warrants of the
Company were modified and/or terminated.
Surrender and Exchange Agreement
In connection with the Acquisition, the Company restructured an investment
arrangement with Evergreen Venture Partners, LLC ("Evergreen"). Evergreen and
the Company had been parties to a certain Convertible Loan and Security
Agreement dated as of December 23, 2003 (the "Loan Agreement") pursuant to which
the Company issued a convertible promissory note to Evergreen in the principal
amount of $600,000 (the "Old Note"). In addition, on September 19, 2003, the
Company entered into a Letter Agreement with Evergreen, pursuant to which the
Company issued to Evergreen a warrant to purchase 3,816,667 shares of Common
Stock. The Company and Evergreen also were parties to a certain Stock Purchase
Agreement dated February 27, 2004 (the "Stock Agreement"). Under the terms of
the Stock Agreement, the Company issued 10,000,000 shares of Common Stock to
Evergreen and a warrant to purchase 12,500,000 shares of Common Stock. On or
about April 23, 2004, the Company and Evergreen terminated the Old Note issued
under the Loan Agreement and the Company issued 5,000,000 shares of Common Stock
to Evergreen and a warrant to purchase 10,000,000 shares of Common Stock.
5
Effective as of February 18, 2005, on the Closing of the Acquisition, the
Company and Evergreen entered into the Surrender and Exchange Agreement dated as
of January 31, 2005. The Surrender and Exchange Agreement provides that
Evergreen surrender 17,000,000 shares of Common Stock owned by it (the
"Surrendered Shares"). Evergreen also surrendered warrants to purchase
15,316,667 shares of Common Stock (the "Surrendered Warrants"). The Surrendered
Shares and the Surrendered Warrants have been canceled and are of no further
force or effect. In consideration of the Surrendered Shares and Surrendered
Warrants, the Company issued to Evergreen a new promissory note in the principal
amount of $750,000.00 (the "New Note"). The New Note provides for the lump sum
payment of the principal amount of the New Note on July 1, 2006. However, should
the trading price of the Common Stock of the Company be greater than $0.21 per
share for a consecutive thirty day period, the New Note shall terminate and the
Company shall have no further obligation to Evergreen under the New Note.
A copy of the Surrender and Exchange Agreement is attached as Exhibit
10.6. A copy of the New Note is attached as Exhibit 10.7. Any and all
descriptions of the Surrender and Exchange Agreement, and the New Note, each as
described in this Current Report on Form 8-K are qualified in their entirety by
reference to the full text of the attached Agreement and Note.
Waiver, Consent, Surrender and Modification Agreement
In connection with the Acquisition, the Company restructured an investment
arrangement with Crestview Capital and certain of Crestview's affiliated
investment entities (collectively, "Crestview"). The Company had entered into a
series of Purchase Agreements (the "Purchase Agreements") with Crestview during
the year 2004, whereby the Company issued and sold to Crestview (and certain
other participating investors) convertible notes (the "Crestview Debentures"),
warrants to purchase Common Stock (the "Crestview Warrants") and shares of
Common Stock of the Company.
Effective as of February 18, 2005, on the Closing of the Acquisition, the
Company and Crestview entered into the Waiver, Consent, Surrender and
Modification Agreement dated as of January 21, 2005. Under the terms of the
Agreement, Crestview surrendered warrants to purchase an aggregate of 31,626,372
shares of Common Stock (the "Surrendered Crestview Warrants"). In addition, the
Purchase Agreements as between Crestview and the Company were terminated with
respect to the Surrendered Crestview Warrants, except for the registration
requirements of the Agreements with respect to any surviving shares or warrants
owned by Crestview. The Surrendered Crestview Warrants were canceled and are of
no further force or effect.
6
In addition, the conversion features of the Debentures were modified such
that the maximum number of shares issuable upon conversion of the Debentures is
now limited to 40,000,000 shares of Common Stock. The payment terms of the
Debentures were also modified such that the principal amount of the Debentures,
approximately $4,250,000, plus accrued unpaid interest, shall be due and payable
on July 1, 2006. However, should the trading price of the Common Stock of the
Company be greater than $0.25 per share for a consecutive thirty day period, up
to $2,250,000 of the Debentures shall terminate and the Company shall have no
further obligation to Crestview for the $2,250,000 under the Debentures.
A copy of the Waiver, Consent, Surrender and Modification Agreement is
attached as Exhibit 10.8. Any and all descriptions of the Waiver, Consent,
Surrender and Modification Agreement as described in this Current Report on Form
8-K are qualified in their entirety by reference to the full text of the
attached Agreement.
Item 3.02 Unregistered Sales of Equity Securities.
In connection with the Acquisition, at the Closing, on February 18, 2005,
the Company issued an aggregate of 35,000,000 shares of Common Stock and 100,000
shares of Series B Convertible Preferred Stock. As described under Items 1.01
and 5.03 of this Current Report on Form 8-K, the Series B Preferred Stock is
convertible into shares of Common Stock at the rate of 100 shares of Common
Stock for each share of Series B Convertible Preferred Stock. Immediately prior
to the Closing, the Company had issued and outstanding 193,034,647 shares of
Common Stock and 10,000 shares of Series A Convertible Preferred Stock. The
Company issued the shares at Closing under an exemption from the registration
requirements of the Securities Act of 1933, as amended (the "Act") under Section
4(2) of the Act. The Securities Purchase Agreement contains representations and
warranties of the Members to the effect that such Members are sophisticated and
can bear the risk of their investment in the Company's securities. The Company
is also aware, that due diligence of the Company was undertaken by and on behalf
of Sovereign and the Members. In addition, in total, the Members total less than
14 persons or entities.
Item 5.02 Appointment of Principal Officers.
In connection with the Acquisition, the Company has entered into an
Employment Agreement with Mr. Ed Garneau. The Employment Agreement provides that
Mr. Garneau be employed as the Chief Operating Officer of the Company for an
initial period of three years following the closing of the Acquisition. Mr.
Garneau is currently a member of the Company's Board of Directors and will
continue in that position following the Closing.
7
A copy of the Employment Agreement is attached hereto as Exhibit 10.5. Any
and all descriptions of the Employment Agreement as described in this Current
Report on Form 8-K are qualified in their entirety by reference to the full text
of the attached Agreement.
Mr. Garneau owns no shares of Common Stock or Preferred Stock of the Company in
his own name. However, Mr. Garneau is a general partner and a 0.5% owner of
September Serenade Ltd, a family owned partnership, which owns 600,000 shares of
Common Stock and warrants to purchase 200,000 shares of Common Stock which were
purchased in a private placement of the Company's securities on November 22,
2004. Mr. Garneau exercises voting control of the securities owned by the
partnership. In addition, DD Family Properties LLC, also a family owned
investment vehicle, was a Member of Sovereign Partners LLC as of the Closing,
and it received 9,721,950 shares of Common Stock and 27,777 shares of Preferred
Stock at the Closing. It will also be entitled to receive future distributions
of Common Stock and Preferred Stock under the terms of the Securities Purchase
Agreement. Mr. Garneau is the owner of a 21% interest in DD Family Properties
LLC and controls the voting of the securities owned by the LLC. Mr. Garneau
disclaims beneficial ownership of the shares of Common Stock and Preferred Stock
owned by September Serenade Ltd and DD Family Properties LLC except to the
extent of his percentage ownership of such entities.
Mr. Garneau is the founder and, since 1994, has been the Chief Executive
Officer of Sovereign Companies, including Sovereign Partners, LLC, a diversified
real estate development company with broadband telecommunications installation
and operations in 4 states currently representing 10 major developments or
approximately 1100 homes. Prior to founding Sovereign, Mr. Garneau served eight
years in the US Air Force as a fighter pilot.
In March 8, 2004, the Company purchased certain assets of the Sovereign
Companies in exchange for a total of 5,203,870 shares of Common Stock of the
Company. All such shares are owned by entities over which Mr. Garneau exercises
voting control. Mr. Garneau disclaims beneficial ownership of all such shares.
There are no family relationships between Mr. Garneau or any member of his
family and any other officers, directors or significant shareholders of the
Company or their affiliates.
Item 5.03 Amendments to Articles of Incorporation or ByLaws.
In connection with the Acquisition, the Company amended its ByLaws to
provide that the provisions of Nevada Revised Statutes Sections 78.378 to
78.3793 do not apply to the acquisition of the shares of capital stock of the
Company by Sovereign Partners, LLC, its Members or its affiliates in connection
with the Acquisition Agreement. A copy of the text of the Amendment to the
Bylaws is attached hereto as Exhibit 3.1. Any and all descriptions of the
Amendment to the ByLaws as described in this Current Report on Form 8-K are
qualified in their entirety by reference to the full text of the attached
Amendment.
8
In connection with the Acquisition, the Company designated a new series of
preferred stock, the Series B Convertible Preferred Stock. The Certificate of
Designation was filed and accepted by the Secretary of State of Nevada on
February 16, 2005.
The Series B Convertible Preferred Stock includes the right on the part of
the Company or the holders to effect the conversion of the Preferred Stock to
Common Stock from time to time when there is sufficient authorized but unissued
shares of Common Stock available for issuance upon conversion. The Preferred
Stock will be convertible into Common Stock at the conversion rate of 100 to 1.
In the event the Company fails to increase the number of authorized shares of
Common Stock to a level sufficient to allow for the conversion of all of the
Preferred Stock into Common Stock by June 30, 2006, the Company will be
obligated, at the request of the holders of the Preferred Stock, to redeem the
Preferred Stock at the then fair market value of the underlying Common Stock
into which the Preferred Stock would otherwise be convertible. The Preferred
Stock designation also provides that the Preferred Stock will be senior to the
Common Stock with respect to rights upon liquidation, winding up or dissolution
of the Company, but will be junior to the Company's existing and issued Series A
Convertible Preferred Stock. The Preferred Stock will vote together with the
Common Stock as a single class on an as-converted to Common Stock basis. A copy
of the Certificate of Designation is attached hereto as Exhibit 3.2. Any and all
descriptions of the Certificate of Designation as described in this Current
Report on Form 8-K are qualified in their entirety by reference to the full text
of the attached Certificate of Designation.
Item 7.01. Regulation FD Disclosure.
The Company incorporates by reference the matters described and set forth
under Items 1.01, 3.02, 5.02, 5.03 above and Item 8.01 below as if set forth
under this Item 7.01 in their entirety.
Item 8.01. Other Events.
On February 23, 2005, the Company issued a press release announcing the
closing of the acquisition of Sovereign and its subsidiaries (the "Sovereign
Companies") as described under Item 1.01 above. A copy of the press release is
attached as Exhibit 99.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
9
(b) Pro Forma Financial Information.
Not applicable.
(c) Exhibits.
Exhibit No. Description
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3.01 Amendment to the ByLaws of Usurf America, Inc.
3.02 Certificate of Designation of the Series B Convertible Preferred
Stock
10.1 Securities Purchase Agreement dated as of January 26 2005 by and
among Usurf America, Inc., Sovereign Partners, LLC and each of
the members of Sovereign listed on the signature pages thereto
10.2 Registration Rights Agreement dated as of February 18, 2005 by
and among Usurf America, Inc., Sovereign Partners, LLC and each
of the Members of Sovereign listed on the signature pages thereto
10.3 Management Agreement dated as of February 18, 2005 by and among
Usurf America, Inc. and each of the Members of Sovereign listed
on the signature pages thereto
10.4 Investor Rights Agreement dated as of February 18, 2005 by and
among Usurf America, Inc., each member of its Board of Directors,
and each of the Members of Sovereign listed on the signature
pages thereto
10.5 Employment Agreement dated as of February 18, 2005 by and between
Usurf America, Inc. and Mr. Ed Garneau
10.6 Surrender and Exchange Agreement dated as of January 31, 2005 by
and between Usurf America, Inc. and Evergreen Venture Partners,
LLC
10.7 Promissory Note in the Principal Amount of $750,000
10.8 Waiver, Consent, Surrender and Modification Agreement dated as of
January 21, 2005 by and between Usurf America, Inc. and Crestview
Capital Master Fund LLC
99.1 Press Release dated February 23, 2005
10
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.
Usurf America, Inc.
By: /s/ Douglas O. McKinnon
-------------------------------------
President and Chief Executive Officer
Date: February 24, 2005
11
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.01 Amendment to the ByLaws of Usurf America, Inc.
3.02 Certificate of Designation of the Series B Convertible Preferred
Stock
10.1 Securities Purchase Agreement dated as of January 26 2005 by and
among Usurf America, Inc., Sovereign Partners, LLC and each of
the members of Sovereign listed on the signature pages thereto
10.2 Registration Rights Agreement dated as of February 18, 2005 by
and among Usurf America, Inc., Sovereign Partners, LLC and each
of the Members of Sovereign listed on the signature pages thereto
10.3 Management Agreement dated as of February 18, 2005 by and among
Usurf America, Inc. and each of the Members of Sovereign listed
on the signature pages thereto
10.4 Investor Rights Agreement dated as of February 18, 2005 by and
among Usurf America, Inc., each member of its Board of Directors,
and each of the Members of Sovereign listed on the signature
pages thereto
10.5 Employment Agreement dated as of February 18, 2005 by and between
Usurf America, Inc. and Mr. Ed Garneau
10.6 Surrender and Exchange Agreement dated as of January 31, 2005 by
and between Usurf America, Inc. and Evergreen Venture Partners,
LLC
10.7 Promissory Note in the Principal Amount of $750,000
10.8 Waiver, Consent, Surrender and Modification Agreement dated as of
January 21, 2005 by and between Usurf America, Inc. and Crestview
Capital Master Fund LLC
99.1 Press Release dated February 23, 2005
12