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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 16, 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 dentification 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.
Such statements reflect the current view of the Registrant with respect to
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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.
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Effective March 16, 2004 the Board of Directors of Usurf America, Inc.
(the "Company") selected Mr. Dan Ryan to develop a new bundled communications
division for the Company.
Mr. Ryan is the former head of cable operations in eight western states
for Charter Communications. In his new role, Ryan will be in charge of expanding
the Company's existing Bundled Digital Services (BDS) customer base through a
combination of organic growth, focused investment in technology, and via the
acquisition of strategic assets from other Multiple System Operators (MSOs). The
Company's service deployment technology and operations groups will report to Mr.
Ryan, as well as all BDS service operations for the recently acquired Sovereign
Companies. Mr. Ryan's initial compensation will be $180,000 per year. At this
time, Mr. Ryan does not have an employment contract, nor has he been issued any
stock, options or warrants in relation to these services.
Mr. Ryan began his career in the cable industry by joining Rifkin
Associates, a Denver-based MSO in 1991. During his tenure at Rifkin, he built
and operated several large cable systems that were eventually acquired in 1999
by Charter Communications. As a senior executive with Charter, Mr. Ryan was in
charge of customers in Colorado, New Mexico, Kansas, Oklahoma, Nebraska, Utah,
Texas and Nevada. In December 2001, Mr. Ryan founded and was the CEO of Precis
Communications in Denver. Precis acquired and operated several cable systems in
Utah, Arizona, and Nevada, which he recently sold to a telecommunications
company.
Item 7.01. Regulation FD Disclosure.
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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.
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On March 16, 2005, the Company issued a press release announcing the
appointment of Mr. Dan Ryan as an executive of the Usurf America, Inc. 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 16, 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 17, 2005
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EXHIBIT INDEX
Exhibit Description
No.
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99.1 Press Release dated March 16,2005
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