Attached files
| file | filename |
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| EX-99 - KeyOn Communications Holdings Inc. | i00054_ex99.htm |
| EX-2.1 - KeyOn Communications Holdings Inc. | i00054_ex2-1.htm |
UNITED STATES
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
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Date of Report (Date of earliest event reported): February 10, 2011
KeyOn Communications Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-33842 |
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74-3130469 |
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(State or other jurisdiction |
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(Commission File Number) |
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(IRS Employer |
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11742 Stonegate Circle Omaha, Nebraska |
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68164 |
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(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (402) 998-4000
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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:
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
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Item 1.01. |
Entry into a Material Definitive Agreement. |
On February 10, 2011, we entered into an agreement to acquire certain wireless broadband assets and assume certain liabilities used to provide wireless Internet access and other related services from ERF Wireless, Inc., a Nevada corporation (“ERF”) (the “Asset Purchase Agreement”). The assets to be acquired are used in the business of operating wireless networks that provide high-speed Internet access and other related services to residential and commercial subscribers in East Central Texas (the “Business”). The wireless broadband assets to be acquired exclude assets owned by ERF and its separate subsidiaries that are used to deliver broadband services to the oil and gas and banking industries, as well as any wireless broadband assets outside of the Business.
As consideration for the acquired assets, we have agreed to pay $3,000,000 in cash, subject to further adjustments as described in the Asset Purchase Agreement and issue 100,000 shares of our common stock. The Asset Purchase Agreement contains customary representations and warranties by us and ERF.
The foregoing summary of the asset purchase agreement does not purport to be complete and is qualified in its entirety by the Asset Purchase Agreement which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 Financial Statements and Exhibits
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(d) |
Exhibits |
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| 2.1 | Asset Purchase Agreement dated February 10, 2011 by and between KeyOn Communications Holdings, Inc. and ERF Wireless, Inc. | ||
| 99. | Press release dated February 11, 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.
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KEYON COMMUNICATIONS HOLDINGS, INC. |
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Dated: February 11, 2011 |
By: /s/ Jonathan Snyder |
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Name: Jonathan Snyder |
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Title: Chief Executive Officer |