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EX-99.1 - KeyOn Communications Holdings Inc.i00040_ex99-1.htm

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): January 31, 2011

KeyOn Communications Holdings, Inc.

 

(Exact Name of Registrant as Specified in Charter)

Delaware

 

001-33842

 

74-3130469

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

 

 

 

11742 Stonegate Circle

Omaha, Nebraska

 

68164

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (402) 998-4000

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 


SECTION 1 REGISTRANT’S BUSINESS AND OPERATIONS

 

Item 2.01.

Completion of Acquisition or Disposition of Assets.

 

On December 10, 2010, KeyOn Communications Holdings, Inc. (“KeyOn” or “the Company”) through a wholly-owned subsidiary entered into an agreement to acquire substantially all of the wireless broadband assets and assume certain liabilities from Wells Rural Electric Company, a Nevada-based rural electric cooperative (“WREC”) (the “Asset Purchase Agreement”). The assets to be acquired are used in the businesses of operating wireless broadband networks that provide high-speed Internet access and other related services to subscribers in Wells and West Wendover, Nevada.

 

On January 31, 2011, upon satisfaction of certain closing conditions as described in the Asset Purchase Agreement, KeyOn completed the acquisition, and initiated the Closing Payment of $94,734, as further described in the Asset Purchase Agreement. The balance of the purchase price will be will be made in eight consecutive quarterly payments and will accrue interest at the rate of 5.25% per annum.

 

A copy of the press release is attached hereto as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.

 

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

 

ITEM 9.01 Financial Statements and Exhibits

 

 

(d)

Exhibits

 

 

99.

Press release dated February 3, 2011.

 


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.

 

 

 

KEYON COMMUNICATIONS HOLDINGS, INC.

 

 

Dated: February 3, 2011

By: /s/ Jonathan Snyder                              

 

       Name: Jonathan Snyder

 

       Title: Chief Executive Officer