UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): December 27, 2005
SIRICOMM, INC.
(Exact name of registrant as specified in its Charter)
Delaware 0-18399 62-1386759
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
2900 Davis Boulevard, Suite 130, Joplin, Missouri 64804
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(Address of principal executive offices) (Zip Code)
(417) 626-9961
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(Registrant's telephone number, including area code)
N/A
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(Former Name or former address, if changed since last report.)
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:
[ ] 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 240.24d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.23e-4(c))
Item 1.01 Entry into a Material Agreement
On December 27, 2005, SiriCOMM, Inc.(the "Registrant") entered into a
Loan Agreement ("Loan Agreement") with Sunflower Capital, LLC, a limited
liability company managed by William P. Moore, a director of the Registrant. The
loan is in the principal amount of $500,000 and is evidenced by a Convertible
Promissory Note due July 1, 2006 (the "Note"). As consideration for Sunflower
making the loan, the Registrant issued to Sunflower a warrant to purchase
200,000 shares of the Registrant's common stock at $1.26 per share. The warrant
expires December 15, 2010.
The Note mandatorily converts into the Registrant's units consisting of
one share of common stock and one redeemable common stock purchase warrant
exercisable at $1.50 per share during the period commencing on the date of
issuance and expiring five (5) years thereafter. The Note will convert into such
units at the rate of $1.15 per unit upon the closing of a private placement as
described in the Loan Agreement. In the event the private placement does not
close, Sunflower will have the option to convert the Note into shares of the
registrant's common stock and common stock purchase warrants at a variable
conversion price determined by taking the value weighted average price of the
Registrant's common stock for the 20 trading days prior to the date the
conversion notice is sent to the Company. In addition, the Registrant will issue
to Sunflower such number of warrants equal to the number of shares being issued
upon conversion. The exercise price of such warrants shall be equal to the
conversion price plus $.25. These warrants will be exercisable for a period of
five years from the date of issuance.
The proceeds of the loan will be used by the Registrant as general
working capital.
Item 3.02 Unregistered Sales of Equity Securities
The information disclosed in Item 1.01 of this report is incorporated
by reference in this Item 3.02. Sunflower Capital, LLC represented that it is
accredited and the issuance of the Registrant's securities was negotiated
between itself and the Registrant without a broker-dealer or payment of
commission in reliance on Section 4(2) of the Securities Act of 1933, as
amended.
Item 9.01 Financial Statements and Exhibits
c) Exhibits
10.1 Loan Agreement
10.2 Convertible Promissory Note
10.3 Warrant
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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 thereunto duly authorized.
SIRICOMM, INC.
(Registrant)
Date: January 3, 2006 By: /s/ J. Richard Iler
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J. Richard Iler,
Chief Financial Officer
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