COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
USURF AMERICA, INC.
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(Exact name of registrant as specified in its charter)
NEVADA 91-2117796
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
390 Interlocken Crescent, Suite 900
Broomfield, Colorado 80021
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(Address of principal executive offices) (Zip Code)
2005 EMPLOYEE STOCK OWNERSHIP PLAN
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(Full title of the plan)
Jennifer A. Post, Esq.
Richardson & Patel LLP
10900 Wilshire Boulevard, Suite 500
Los Angeles, CA 90024
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(Name and address of agent for service)
(310) 208-1182
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of Securities Amount to be offering price per aggregate offering Amount of
to be registered registered(1) share(2) price(2) registration fee(3)
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Common Stock 20,000,000 $0.07 $1,400,000 $164.78
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TOTAL 20,000,000 $0.07 $1,400,000 $164.78
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(1) This Registration Statement shall also cover any additional shares of common
stock which become issuable under this 2005 Employee Stock Ownership Plan by
reason of any stock dividend, stock split, recapitalization or other similar
transaction effected without the Registrant's receipt of consideration which
results in an increase in the number of the outstanding shares of Registrant's
common stock.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and Rule 457(h) under the Securities Act of 1933,
based on the average of the high and low prices of the Registrant's common stock
as reported by the Over-The-Counter Bulletin Board on May 5, 2005.
(3) Calculated pursuant to General Instruction E on Form S-8.
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of increasing
the number of securities of the same class as other securities for which a
Registration Statement of the Registrant on Form S-8 relating to the same
employee benefit plan is effective.
The contents of the Registrant's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on January 7, 2005 (File No.
333-121916) is hereby incorporated by reference.
Item 8. Exhibits.
5. Opinion regarding legality (including consent)*
10. 2005 Employee Stock Ownership Plan(1)
23.1 Consent of AJ. Robbins PC*
23.2 Consent of Hein & Associates LLP*
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* Filed herewith.
(1) Incorporated by reference to Exhibit 10 included in the S-8 Registration
Statement filed with the Securities and Exchange Commission on January 7,
2005.
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes (1) to file, during any
period in which offers or sales are being made, a post-effective amendment to
this registration statement to include any material information with respect to
the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement; (2)
that, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; (3) to remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) 0f the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer, or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this S-8 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Broomfield, State of Colorado on the 9th day of May
2005.
USURF AMERICA, INC.
By: /s/ David A. Weisman
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Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
May 9th, 2005
/s/ Edouard A. Garneau
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Director and Chief Operating Officer
May 9th, 2005
/s/ Douglas O. McKinnon
Director
May 9th, 2005
/s/ Richard E. Wilson
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Director
May 9th, 2005
/s/ Byron T. Young
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Director
May 9th, 2005
/s/ Jeffrey W. Fiebig
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Director
May 9th, 2005
/s/ Ronald S. Bass
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Principal Accounting Officer