UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): September 20, 2005
ROOMLINX, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 000-26213 83-0401552
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
401 Hackensack Avenue, 3rd Floor, Hackensack, New Jersey 07601
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 525-1777
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))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
On September 20, 2005, the Board of Directors of the Registrant named
Michael A. Wasik to the Board of Directors of the Registrant. Mr. Wasik is the
founder of SuiteSpeed, Inc., acquired by the Registrant in August 2005, and is
currently an Executive Vice President of the Registrant, with responsibility for
leading the Registrant's Wireless LAN Division.
No determination has been made to date, and no expectations have yet been
formed by the Registrant, as to the Board committees to which Mr. Wasik will be
named. The Registrant will file an amendment to this Report when and if Mr.
Wasik is added to any Board committees.
The Registrant previously made the following disclosures regarding its
acquisition of SuiteSpeed, Inc.:
"On August 10, 2005, the Registrant entered into an Agreement and
Plan of Merger (the "Merger Agreement") by and among the Registrant,
a wholly-owned subsidiary of the Registrant ("Subcorp") and
SuiteSpeed, Inc ("SuiteSpeed") pursuant to which, concurrent with
the execution of the Merger Agreement (a) Subcorp merged with and
into SuiteSpeed, (b) SuiteSpeed became a wholly-owned subsidiary of
the Registrant, (c) the Registrant became obligated to issue a total
of 21,450,000 shares of its Common Stock to the former stockholders
of SuiteSpeed and (d) the Registrant became obligated to issue a
total of 6,183,870 additional shares of its Common Stock to cancel
certain indebtedness of SuiteSpeed to its principal stockholder,
Michael Wasik.
Pursuant to the Merger Agreement, Michael Wasik assumed the title of
Executive Vice President of the Wireless LAN Division of the
Registrant. At the closing, he entered into an employment agreement
with a two year term providing for base salary of $150,000 and stock
options covering 1,000,000 shares of the registrant's common stock.
SuiteSpeed is a provider of high-speed wireless Internet access
solutions to hotels. Prior to the negotiation of this transaction,
there was no material relationship between SuiteSpeed and the
Registrant."
Pursuant to the Merger Agreement, Mr. Wasik's SuiteSpeed shares were converted
into the right to receive a total of 19,049,695 shares of the Registrant's
common stock.
-2-
SIGNATURE
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.
ROOMLINX, INC.
By: /s/ Frank Elenio
------------------------------------
Name: Frank Elenio
Title: Chief Financial Officer
Dated: September 27, 2005
-3-