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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): MARCH 11, 2005
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USURF AMERICA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
NEVADA 1-15383 91-2117796
(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYEE
JURISDICTION OF IDENTIFICATION NO.)
INCORPORATION OR
ORGANIZATION)
390 Interlocken Crescent, Suite 900
Broomfield, Colorado 80021
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
303-285-5379
(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.
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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.
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ITEM 5.02 APPOINTMENT OF PRINCIPAL OFFICERS.
Effective March 11, 2004 the Board of Directors of Usurf America, Inc.
(the "Company") appointed Mr. Jeff Fiebig to serve as a director of the Company.
Pursuant to Sections 3.2 and 3.10 of the Bylaws of the Company, Mr. Fiebig shall
serve in such capacity until the next annual meeting of the shareholders of the
Company.
Mr. Fiebig joined the Sovereign Companies (recently acquired by the
Company on February 18, 2005) as Vice President in August of 2004 where he
currently manages ten projects in three states. Prior to joining Sovereign, Mr.
Fiebig had a successful career with the Air Force, where he flew both in combat
and with the Thunderbird aerial demonstration team, Mr. Fiebig now brings a
wealth of practical, hands-on experience to his position at Usurf. Over the
course of his military and professional career, Mr. Fiebig has been charged with
managing large numbers of geographically dispersed individuals. This includes
being the Supervisor and Commander of the largest group at Luke Air Force Base,
Ariz., from January 2001 to January 2004 consisting of six Squadrons and over
500 personnel while dividing his time from May of 1997 to September 2004 as an
instructor and evaluator for United Airlines. As a reservist, from January 2004
to present, Mr. Fiebig is the Individual Mobilization Augmentee to the
Commandant of Cadets at the United States Air Force Academy. In his sixteen-year
career in the Air Force, Mr. Fiebig has held numerous management positions.
In connection with the acquisition by the Company of Sovereign Partners,
LLC on February 18, 2005, Mr. Fiebig received 350,000 shares of Common Stock and
1,000 shares of Series B Convertible Preferred Stock of the Company in his
capacity as an interest holder of Sovereign Partners, LLC. Our acquisition of
Sovereign Partners, LLC was disclosed in our Current Report on Form 8K filed
with the Securities and Exchange Commission on February 25, 2005. In December
2004, Mr. Fiebig purchased 200,000 shares of Common Stock in a private
placement.
ITEM 7.01. REGULATION FD DISCLOSURE.
The Company incorporates by reference the matters described and set forth
under Item 5.02 above and Item 8.01 below as if set forth under this Item 7.01
in their entirety.
ITEM 8.01. OTHER EVENTS.
On March 15, 2005, the Company issued a press release announcing the
appointment of Mr. Jeff Fiebig to the Board of Directors described under Item
5.02 above. A copy of the press release is attached as Exhibit 99.1 to this
Current Report.
Exhibit No. Description
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99.1 Press Release dated March 15, 2005
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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
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PRESIDENT AND CHIEF
EXECUTIVE OFFICER
Date: March 16, 2005
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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99.1 Press Release dated March 15,2005
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