SIRICOMM,
INC.
4710
East 32nd Street
Joplin,
Missouri 64804
NOTICE
OF ANNUAL MEETING
May
4,
2007
NOTICE
IS
HEREBY given that the Annual Meeting of the stockholders of SiriCOMM,
Inc. (the
“Company”) will be held at 10801 Mastin, Suite 730, Overland Park, Kansas 66210
on Wednesday, May 30, 2007 at 10:00 A.M. for the following
purposes:
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1.
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To
elect a Board of Directors.
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2.
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To
amend our Certificate of Incorporation to increase the number
of shares of
Common Stock the Company is authorized to
100,000,000.
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|
3.
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To
transact such other business as may properly come before the
meeting.
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Only
stockholders of record as of the close of business on April 16, 2007
will be
entitled to notice of and to vote at the annual meeting. A list of the
stockholders as of the record date will be available for inspection by
stockholders at the Company’s corporate offices for a period of ten days prior
to the Annual Meeting.
Your
attention is directed to the attached Proxy Statement and the enclosed
Annual
Report of the Company for the fiscal year ending September 30,
2006.
Please
sign, date and mail the enclosed proxy promptly in the enclosed postage-paid
envelope so that your shares will be represented at the meeting.
THE
COMPANY URGES THAT AS MANY STOCKHOLDERS AS POSSIBLE BE REPRESENTED AT
THE
MEETING. WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, YOU
ARE URGED
TO READ THE ATTACHED PROXY STATEMENT AND THEN FILL IN, DATE, SIGN AND
RETURN
PROMPTLY THE ENCLOSED PROXY IN THE ENCLOSED ENVELOPE. IF YOU ARE PRESENT IN
PERSON AT THE MEETING, YOU MAY VOTE IN PERSON REGARDLESS OF HAVING SENT
IN YOUR
PROXY. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING
AND YOUR
PROMPTNESS WILL ASSIST US IN PREPARATIONS FOR THE MEETING.
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By Order of the Board
of
Directors |
|
|
|
|
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Matthew McKenzie,
Secretary |
SIRICOMM,
INC.
4710
East 32nd Street
Joplin,
Missouri 64804
PROXY
STATEMENT
May
4,
2007
This
proxy statement sets forth certain information with respect to the accompanying
proxy to be used at the 2007 Annual Meeting of stockholders (the “Meeting”) of
SiriCOMM, Inc. (the “Company”) or at any adjournment thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting. The proxy statement
and
enclosed form of proxy are first being mailed to stockholders on or before
May
4, 2007. The Board of Directors of the Company solicits this proxy and
urges you
to sign the proxy, fill in the date and return same immediately.
Shares
of
the Company’s common stock, $.001 par value (the “Common Stock”), represented by
valid proxies in the enclosed form, executed and received in time for
the
meeting, will be voted as directed, or if no direction is indicated,
will be
voted for the election as directors of the nominees described herein.
Proxies
are being solicited by mail, and, in addition, officers and regular employees
of
the Company may solicit proxies by telephone or personal interview. As
is
customary, the expense of solicitation will be borne by the Company.
The Company
will also reimburse brokers for the expenses of forwarding proxy solicitation
material to beneficial owners of shares held of record by such brokers.
Your
prompt cooperation is necessary in order to insure a quorum and to avoid
expense
and delay.
PROXIES
ARE REVOCABLE AT ANY TIME PRIOR TO BEING VOTED EITHER BY WRITTEN NOTICE
DELIVERED TO THE SECRETARY OF THE COMPANY OR BY VOTING AT THE MEETING
IN
PERSON.
The
mailing address of the principal executive offices of the Company is
4710 East
32nd Street, Joplin, Missouri 64804. The annual report of the Company
for the
fiscal year ended September 30, 2006 (“Fiscal 2006”) including consolidated
financial statements, supplementary financial information and management’s
discussion and analysis of financial condition and results of operations,
accompanies this proxy statement.
PROPOSAL
NO. 1
ELECTION
OF DIRECTORS
The
Company’s bylaws provide that the Board of Directors shall consist of one or
more members, the number thereof to be determined from time to time by
the Board
of Directors. Directors need not be stockholders.
Proxies
are solicited in favor of the five nominees named below, all of whom,
except
Steven Fox, are now serving as directors. In the event one or more of
the
nominees is unable to serve as a director, it is intended that the proxies
will
be voted for the election of such other person, if any, as shall be designated
by the Board of Directors. The Company is unaware of any information
that would
indicate that any of the nominees will be unable to serve and is not
presently
considering any additional persons to serve on the Board.
Name
|
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Age
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Position
|
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Director
Since
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Mark
L. Grannell
|
|
44
|
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President,
CEO and Director
|
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2007
|
Terry
W. Thompson
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56
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Director
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2003
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William
P. Moore
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61
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Director
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2005
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Richard
P. Landis
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60
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Director
|
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2006
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Steven
W. Fox
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49
|
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N/A
|
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N/A
|
Directors
are elected to serve until the next Annual Meeting of shareholders and
until
their successors have been elected and qualified. The Company’s officers are
appointed by the Board of Directors and hold office at the will of the
Board.
Mark
L. Grannell
Mark
L.
Grannell was appointed President and Chief Executive Officer on February
12,
2007 and on March 28, 2007 he was elected to the Board of Directors.
From 2002
to 2007 Mr. Grannell was Senior Director of Account Development for Level
3
Communications, Inc., an international provider of IP networking products
and
services. From 2001 to 2002 Mr. Grannell was Vice President of Business
Development for Wireless Facilities, Inc. Prior to being employed by
Wireless
Facilities, Inc., Mr. Grannell was employed by Sprint Communications
where he
held various management positions. Mr. Grannell received his BS from
Kansas
State University and his MS in Electrical and Computer Engineering from
the
University of Missouri.
Terry
W. Thompson
Terry
W.
Thompson was elected to the Board of Directors in August 2003. In 2002,
Mr.
Thompson retired as President of Jack Henry and Associates, a provider
of
integrated computer systems and processor of ATM and debit card transactions
for
banks and credit unions. Mr. Thompson joined Jack Henry in 1990 as Chief
Financial Officer and was appointed President in 2001 guiding the Company
from
$15 million in revenues to more than $365 million and from 98 employees
to 2300
employees. Mr. Thompson was named Chairman of the Company’s Audit Committee and
serves as its financial expert and will serve on the Company’s newly created
Compensation Committee.
William
P. Moore
William
P. Moore was elected to the Board of Directors in May 2005. He also serves
as a
member of the Audit Committee and Compensation Committee. Mr. Moore has
pursued
a career as an entrepreneur since 1980 and he has been involved in the
formation, development and operation of several companies in the energy
business. Mr. Moore graduated from the United States Military Academy,
West
Point, New York, in 1967 with a Bachelor of Science degree and he received
a
Master of Business Administration degree from Harvard University in
1973.
Richard
P. Landis
Richard
P. Landis was elected to the Board of Directors in September 2006. Mr.
Landis is
currently the President and CEO of Heavy Vehicle Electronic License Plate,
Incorporated (HELP, Inc.), the largest public-private transportation
partnership
in the United States. HELP, Inc. is a not-for-profit company that deploys
technology coast to coast that improves the safety, efficiency and convenience
of highway travel for commercial operators. Among the services Mr. Landis
oversees at HELP, Inc. is PrePass, which automates compliance verification
with
state safety, credential, weight and tax requirements at weigh scales,
ports of
entry and agricultural inspection facilities. PrePass operates in 26
states at
more than 260 locations, has a customer base of more than 55,000 commercial
motor carriers operating nearly 400,000 vehicles. Prior to joining HELP,
Inc.,
Mr. Landis spent seven and a half years
in
public service at the U.S. Department of Transportation as the top federal
regulator of the interstate truck and bus industries. His responsibilities
included the development and enforcement of safety policies and programs,
hazardous materials and vehicle rules and regulations, and vehicle dimension
regulation. Prior to joining the U.S. DOT Mr. Landis was an officer with
the
Arizona Department of Public Safety retiring as a Commander. Mr. Landis
is a
member of the Intelligent Transportation Society of America’s Board of
Directors.
Steven
W. Fox
Steven
W.
Fox was nominated to be elected to the Board of Directors in April 2007.
Mr. Fox
has 20 years experience in the financial services industry. Prior to
forming
Quest Capital Alliance, L.L.C., Mr. Fox was employed by Bank of America
as
Market Executive for Commercial Banking in Southwest Missouri. Mr. Fox
left Bank
of America on September 29, 2000 to form Quest Capital Alliance, L.L.C.
serving
as its CEO and General Manager. Mr. Fox received his MBA and BSBA from
the
University of Missouri, Columbia.
PROPOSAL
NO. 2
AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
The
Board
of Directors has approved an amendment to the Company’s Certificate of
Incorporation which would change the number of authorized shares of Common
Stock, and the par value to $.001 per share. The number of authorized
common
shares would be increased to 100,000,000 shares. A copy of the Certificate
of
Amendment is attached as Exhibit A.
Discussion
of the Amendment
Under
the
Company’s Certificate of Incorporation, the Board of Directors of the Company
has authority to issue authorized and unissued shares of Common and Preferred
Stock without obtaining approval from the holders of the Common Stock.
The
holders of the Company’s Common Stock and Preferred Stock do not have preemptive
rights. The Preferred Stock provisions give the Board of Directors broad
authority to issue shares of Preferred Stock in one or more series and
to
determine such matters as the dividend rate and preference, voting rights,
conversion privileges, redemption provisions, liquidation preferences
and other
rights of each series. Each share of Common Stock is entitled to one
vote. The
holders of any series of preferred stock issued in the future will be
entitled
to such voting rights as may be specified by the Board of Directors.
It
is not
possible to determine the actual effect of the Preferred Stock on the
rights of
the holders of Common Stock until the Board of Directors determines the
rights
of the holders of a series of the Preferred Stock. However, such effect
might
include (i) restrictions on the payment of dividends to the holders of
the
Common Stock; (ii) dilution of voting power to the extent that the holder
of the
Preferred Stock are given voting rights; (iii) dilution of the equity
interests
and voting powers if the Preferred Stock is convertible into Common Stock;
and
(iv) restrictions upon any distribution of assets to the holders of the
Common
Stock upon liquidation or dissolution and until the satisfaction of any
liquidation preference granted to the holders of Preferred Stock. Because
of the
broad powers granted to the Board of Directors to issue shares of Preferred
Stock and determine the rights, preferences and privileges of the holders
of
such series, the Board of Directors has the power to issue shares of
Preferred
Stock in a manner which could be used as a defensive measure against
a hostile
takeover or to keep the Board of Directors in power. However, the Board
of
Directors has no present plans to issue shares for such purpose.
Purpose
It
is
important we preserve our flexibility to issue additional shares of Common
Stock. The Board believes that the authorization of additional authorized
shares
of Common Stock is advisable to provide us with the flexibility to take
advantage of opportunities to issue such stock in order to obtain capital,
as
consideration for possible acquisitions or for other purposes including,
without
limitation, the issuance of additional shares of Common Stock through
stock
splits and stock dividends in appropriate circumstances. There are, at
present,
no plans, understandings, agreements or arrangements concerning the issuance
of
additional shares of Common Stock, except for the shares to be issued
pursuant
to existing agreements or upon the exercise of stock options, warrants
or other
convertible securities, currently outstanding.
Effects
of An Increase in Authorized Shares
Uncommitted
authorized but unissued shares of Common Stock may be issued from time
to time
to such persons and for such consideration as the Board may determine.
Holders
of the then outstanding shares of Common Stock may or may not be given
the
opportunity to vote thereon, depending upon the nature of any such transactions,
applicable law, the rules and policies of the Over the Counter Bulletin
Board
(“OTCBB”) or other market which we qualify Common Stock for trading, as the case
may be, and the judgment of the Board regarding the submission of such
issuance
to a vote of our stockholders. Our stockholders have no preemptive rights
to
subscribe to newly issued shares.
Moreover,
it is possible that additional shares of Common Stock would be issued
under
circumstances which would make the acquisition of a controlling interest
in us
more difficult, time-consuming, costly or otherwise discourage an attempt
to
acquire control of us. Under such circumstances the availability of authorized
and unissued shares of Common Stock may make it more difficult for stockholders
to obtain a premium for their shares. Such authorized and unissued shares
could
be used to create voting or other impediments or to frustrate a person
seeking
to obtain control of us by means of a merger, tender offer, proxy contest
or
other means. Such shares could be privately placed with purchasers who
might
cooperate with the board in opposing such an attempt by a third party
to gain
control of us or could also be used to dilute ownership of a person or
entity
seeking to obtain control of us. Although we do not currently contemplate
taking
such action, shares of Common Stock could be issued for the purposes
and effects
described above and the Board reserves its rights to issue such stock
for such
purposes.
The
authorization of additional shares of Common Stock pursuant to this proposal
will have no dilutive effect upon the proportionate voting power of our
present
stockholders. However, to the extent that shares are subsequently issued
to
persons other than our present stockholders, such issuance could have
a dilutive
effect on the earnings per share and voting power of present stockholders.
If
such dilutive effect on earnings per share occurs, we expect that any
such
dilutive effect would be relatively short in duration. As described above,
we
believe that the proposed increase in the number of authorized shares
of Common
Stock will provide the flexibility needed to meet corporate objectives
and is in
the best interest of our stockholders.
As
of
April 16, 2007, we had 213,417 shares of Series A Preferred Stock which
converts
into 106,709 shares of our Common Stock, we had 25,237,991 shares of
Common
Stock issued and outstanding and 13,232,049 shares reserved for issuance
upon
the exercise of outstanding stock options and warrants. Based on the
foregoing,
the Company had, as of April 15, 2007, 38,576,749 shares issued and outstanding
or reserved for issuance and had the ability to issue up to 11,423,251
shares.
As a result of the amendment, the Company will have the ability to issue
up to
61,423,251 shares of its Common Stock.
Stockholder
Vote Required
The
affirmative vote of the holders of a majority of the shares present in
person
and by proxy and voting at the Meeting is required to pass the proposal
to amend
the Certificate of Incorporation to increase the authorized Common Stock
from
50,000,000 shares to 100,000,000 shares.
The
Board
of Directors recommends a vote FOR the amendment to the Certificate of
Incorporation.
VOTING
SECURITIES AND RECORD DATE
Holders
of Common Stock of the Company of record at the close of business on
April 16,
2007 are entitled to notice and to vote at the Annual Meeting. At the
close of
business on April 16, 2007 the Company had 25,237,991 shares of Common
Stock
outstanding, for which each holder is entitled to one vote.
SECURITY
OWNERSHIP OF CERTAIN
BENEFICIAL
OWNERS AND MANAGEMENT
The
following table sets forth, as of April 16, 2007, the number and percentage
of
shares of Common Stock of the Company, owned of record and beneficially,
by each
person known by the Company to own 5% or more of such stock, each director
of
the Company, and by all executive officers and directors of the Company,
as a
group:
Amount
and Nature of Beneficial Ownership
Name
and Address
|
|
Amount
of
Beneficial
Ownership (1)
|
|
Percent
of
Beneficial
Ownership (2)
|
|
|
|
|
|
|
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Henry
P. Hoffman
|
|
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5,611,303
|
|
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22.23
|
%
|
4710
East 32nd Street
|
|
|
|
|
|
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Joplin,
MO 64804
|
|
|
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|
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|
|
|
|
|
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|
Mark
L. Grannell (3)
|
|
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150,000
|
|
|
0.60
|
%
|
4710
East 32nd Street
|
|
|
|
|
|
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|
Joplin,
MO 64804
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Matthew
McKenzie(4)
|
|
|
75,000
|
|
|
0.30
|
%
|
4710
East 32nd Street
|
|
|
|
|
|
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Joplin,
MO 64804
|
|
|
|
|
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|
|
|
|
|
|
|
|
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David
N. Mendez
|
|
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1,063,331
|
|
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4.21
|
%
|
4710
East 32nd Street
|
|
|
|
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Joplin,
MO 64804
|
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Richard
P. Landis
|
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|
0
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--
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608
La Loma Avenue
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Litchfield,
AZ 85340
|
|
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Terry
W. Thompson (5)
|
|
|
374,884
|
|
|
1.48
|
%
|
406
N. Belaire
|
|
|
|
|
|
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Monett,
MO 65708
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
William
P. Moore, III (6)
|
|
|
9,315,867
|
|
|
30.22
|
%
|
10801
Mastin, Suite 920
|
|
|
|
|
|
|
|
Overland
Park, KS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Steven
W. Fox (7)
|
|
|
1,334,582
|
|
|
5.25
|
%
|
3140
E. Division
|
|
|
|
|
|
|
|
Springfield,
MO 65802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quest
Capital Alliance LLC (7)
|
|
|
1,334,582
|
|
|
5.25
|
%
|
3140
E. Division
|
|
|
|
|
|
|
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Springfield,
MO 65802
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Robert
J. Smith (8)
|
|
|
1,853,931
|
|
|
7.28
|
%
|
3865
E. Turtle Hatch
|
|
|
|
|
|
|
|
Springfield,
MO 65809
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All
Directors and Director nominees and Officers as a Group (8
Persons)(3)(4)(5)(6)(7)
|
|
|
17,924,967
|
|
|
64.29
|
%
|
______________
|
(1)
|
Except
as otherwise indicated, includes total number of shares outstanding
and
the number of shares which each person has the right to acquire
within 60
days through the exercise of warrants or the conversion of
Preferred Stock
pursuant to Item 403 of Regulation S-B and Rule 13d-3(d)(1),
promulgated
under the Securities Exchange Act of 1934.
|
|
(2)
|
Based
upon 25,237,991 shares issued and
outstanding.
|
|
(3)
|
Includes
150,000 shares which may be obtained by Mr. Grannell upon the
exercise of
a like number of stock options exercisable at $0.57 per
share.
|
|
(4)
|
Includes
75,000 shares which may be obtained by Mr. McKenzie upon the
exercise of a
like number of stock options exercisable at $0.97 per
share.
|
|
(5)
|
Includes
150,600 shares which may be obtained by Mr. Thompson upon the
exercise of
a like number of warrants exercisable at $2.00 per share. Also
includes
4,000 shares which may be obtained by Mr. Thompson upon the
exercise of a
like number of options exercisable at $1.90, does not include
6,000
options which are also exercisable at $1.90 but have not yet
vested.
|
|
(6)
|
Includes
850,000 shares of common stock and 850,000 shares which may
be obtained
upon the exercise of a like number of warrants exercisable
at $2.00 per
share which are held in the William P. Moore III Revocable
Trust dated
October 9, 2001. Mr. Moore is the trustee of this Trust. Also
includes
2,898,206 shares of common stock and an aggregate 3,537,661
shares which
may be obtained upon the exercise of a like number of warrants
exercisable
between $1.26 - $3.00 per share owned by Sunflower Capital,
LLC, a limited
liability company in which Mr. Moore is the managing member.
Also includes
1,200,000 shares which is the approximate amount of shares
issuable upon
conversion of the $300,000 convertible note issued to Sunflower
on March
4, 2007 based on an estimated conversion price of $0.25 per
share. Does
not include 10,000 shares which may be obtained by Mr. Moore
upon the
exercise of a like number of options. These options have not
yet vested.
|
|
(7)
|
Includes
100,000 shares which may be obtained by Quest Capital Alliance
upon the
exercise of a like number of warrants exercisable at $2.00
per share.
Includes 80,582 shares which may be obtained upon the conversion
of
161,165 shares of Series A Preferred Stock owned by Quest Capital
Alliance. Does not include 1,612,903 share issuable upon conversion
of a
convertible debenture issued to Quest Capital Alliance II,
L.L.C. and
150,000 warrants issued to Quest Capital Alliance I, L.L.C.
all of which
were issued on April 20, 2007, a date subsequent to the record
date. The
exercise price of the warrants and conversion price of the
debenture is
$0.31 per share. Steve Fox is the CEO and general manager of
Quest Capital
Alliance I, L.L.C. and Quest Capital Alliance II,
L.L.C.
|
|
(8)
|
Includes
436,000 shares owned by Gunner Investments Corp., a company
controlled by
Mr. Smith. Includes 154,600 shares which may be obtained upon
the exercise
of a like number of warrants exercisable at $2.00 per share.
Includes
78,000 shares which may be obtained upon the exercise of a
like number of
warrants exercisable at $0.50 per share. Mr. Smith also owns
152,933
shares that are held in street
name.
|
As
ownership of shares of the Company’s common stock by each of the Company’s
directors and executive officers is included within the foregoing table,
and as
the Company currently employs no additional executive officers, no separate
table has been provided to identify Company stock ownership by management
personnel.
COMPLIANCE
WITH SECTION 16(a) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Section
16(a) of the Securities Exchange Act of 1934, as amended, requires directors
and
certain officers of the Company, as well as persons who own more than
10% of a
registered class of the Company’s equity securities (“Reporting Persons”), to
file reports with the Securities and Exchange Commission. The Company
believes
that during fiscal 2006, all Reporting Persons timely complied with all
filing
requirements applicable to them.
To
the
Company’s knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports
were
required, during the fiscal year ended September 30, 2006 all Section
16(a)
filing requirements applicable to its officers, directors and greater
than ten
percent shareholders were complied with.
INFORMATION
CONCERNING BOARD OF DIRECTORS
AND
COMMITTEES
Board
of Directors; Committees
The
Board
of Directors has the responsibility for establishing corporate policies
and for
the overall performance of the Company. The Board of Directors held 8
meetings
during fiscal 2006. During fiscal year 2006 all other actions requiring
the
approval of the Board of Directors were taken by unanimous written
consent.
Audit
Committee
On
June
14, 2004, the Board of Directors established an audit committee. William
P.
Moore, Terry W. Thompson and Richard P. Landis are the members of the
Audit
Committee. Mr. Thompson is the Chairman of this committee. The members
of the
Audit Committee met twice between November 28, 2005 and January 10, 2006.
The
functions of the Audit Committee include the following:
|
·
|
Appointing
or replacing the independent public accountants of the
Company;
|
|
·
|
Reviewing
the scope of the prospective annual audit and reviewing the
results
thereof with the independent public
accountants;
|
|
·
|
Determining
the independence of the independent public
accountants;
|
|
·
|
Making
inquires with respect to the appropriateness of accounting
principles
followed by the Company; and
|
|
·
|
Receiving
and reviewing reports from Company management relating to the
Company’s
financial reporting process, the adequacy of the Company’s system of
internal controls, and legal and regulatory matters that may
have a
material impact on the Company’s financial statements and compliance
policies.
|
Compensation
Committee
On
February 6, 2006, the Board of Directors established a compensation committee
to
establish guidelines by which to compensate officers and significant
employees.
William P. Moore, Terry W. Thompson and Richard P. Landis are the members
of the
Compensation Committee.
Executive
Committee
On
November 1, 2006, the Board of Directors established an executive committee.
Richard P. Landis, William P. Moore and Mark L. Grannell are the members
of the
Executive Committee. Mr. Landis is the Chairman of this committee.
The
Executive Committee shall, subject to applicable law, exercise all of
the powers
and authority of the Board of Directors in the management of the business
and
affairs of the Company in the interim between meetings of the Board,
provided,
however, that the Executive Committee has no power to:
(a) approve
or recommend to shareholders actions or proposals required by law to
be
approved
by shareholders;
(b) fill
vacancies on the Board or any committee thereof;
(c)
adopt,
amend or repeal the Bylaws or any resolution of the Board;
(d) declare
any dividend or make any other distribution to the shareholders;
(e) adopt
an
agreement of merger or consolidation;
(f) authorize
or approve the issuance or sale or contract for the sale of securities,
except
within
limits specifically prescribed by the Board;
(g) take
any
action not properly delegated to the Committee by the Board
Nominating
Committee
The
Company does not have a nominating committee. The Board of Directors
as a whole
performs the functions customarily attributable to a nominating
committee.
Compensation
of Directors
On
December 20, 2005, the Board authorized the following compensation package
for
its independent board members:
|
·
|
Annual
Cash Retainer - $5,000 per fiscal
year
|
|
·
|
Meeting
Fee - $1,000 plus reasonable travel-related expenses for on-site
board
meetings and/or on-site committee meetings, and $500 for meetings
conducted or attended by telephone.
|
Stock
Options. New
independent board members receive an initial grant of twenty-five thousand
(25,000) options to purchase Common Stock. The options vest over thirty
months
in the following manner: (i) 10,000 options in six (6) months from date
of
election; (ii) 7,500 options on the eighteen-month anniversary of the
date of
election; and (iii)7,500 options on the thirty-month anniversary of the
date of
election. Each of these options will be priced at 110% of the market
price of
the Company’s common stock at the date of issuance. In addition, on their
anniversary of appointment, all board members will receive an annual
grant of
10,000 three (3) year options to purchase Common Stock. These options
will be
priced at market on the date of issuance.
Code
of Ethics
We
have
adopted a Code of Ethics and Business Conduct for Officers and Directors
and a
Code of Ethics for Financial Executives that applies to all of our executive
officers, directors and financial executives.
EXECUTIVE
COMPENSATION
Summary
Compensation Table
The
table
below shows certain compensation information for services rendered in
all
capacities for the fiscal years ended September 30, 2004, 2005 and 2006.
Other
than as set forth herein, no executive officer’s salary and bonus exceeded
$100,000 in any of the applicable years. The following information includes
the
dollar value of base salaries, bonus awards, the number of stock options
granted
and certain other compensation, if any, whether paid or deferred.
SUMMARY
COMPENSATION TABLE
|
|
|
|
Annual
Compensation
|
|
Long
Term
Compensation
|
|
Name
and Principal Position
|
|
Fiscal
Year
Ended
September
30
|
|
Salary
($)
|
|
Bonus
($)
|
|
Options/SARS
(#)
|
|
|
|
|
|
|
|
|
|
|
|
William
W. Graham
|
|
|
2006
|
|
$
|
51,048(c
|
)
|
|
|
|
|
50,000
|
|
President,
CEO and Director
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Henry
P. Hoffman
|
|
|
2006
|
|
$
|
225,000(b
|
)
|
|
-
|
|
|
-
|
|
Former
President and CEO
|
|
|
2005
|
|
|
218,750(a
|
)
|
|
-
|
|
|
-
|
|
Chairman
|
|
|
2004
|
|
|
175,000
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
N. Mendez
|
|
|
2006
|
|
$
|
166,667(b
|
)
|
|
-
|
|
|
-
|
|
EVP-Sales
and Marketing;
|
|
|
2005
|
|
|
161,458(a
|
)
|
|
-
|
|
|
-
|
|
Director
|
|
|
2004
|
|
|
125,000
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kory
S. Dillman
|
|
|
2006
|
|
$
|
166,667(b
|
)
|
|
-
|
|
|
-
|
|
EVP-Internet
Business
|
|
|
2005
|
|
|
161,458(a
|
)
|
|
-
|
|
|
-
|
|
Development
|
|
|
2004
|
|
|
125,000
|
|
|
-
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J.
Richard Iler
|
|
|
2006
|
|
$
|
181,459(d
|
)
|
$
|
15,000
|
|
|
-
|
|
Former
Chief Financial
|
|
|
2005
|
|
$
|
130,000
|
|
|
-
|
|
|
15,000
|
|
Officer
|
|
|
2004
|
|
$
|
75,831
|
|
|
-
|
|
|
145,000
|
|
_____________
(a)
|
Includes
payments of previously accrued and unpaid salary of $93,750
to Mr. Hoffman
and $78,125 each to Messrs. Mendez and
Dillman.
|
(b)
|
Includes
payments of previously accrued and unpaid salary of $50,000
to Mr. Hoffman
and $41,667 each to Messrs. Mendez and
Dillman.
|
(c)
|
Includes
$1,700 of health insurance
reimbursement.
|
(d)
|
Includes
$64,983 of moving expenses
|
Employment
Agreements
We
have
the following employment agreements with our executive officers.
Mark
L. Grannell
On
February 12, 2007, SiriCOMM, Inc. entered into an oral employment agreement
with
Mark L. Grannell under which Mr. Grannell will serve as our President
and Chief
Executive Officer. The agreement calls for annual compensation of $150,000,
a
grant of 150,000 options to purchase shares of our common stock, and
150,000
options to be awarded by management at the conclusion of this fiscal
year.
Henry
P. Hoffman
On
July
5, 2006, Mr. Hoffman agreed to terminate his employment agreement dated
February
19, 2002, simultaneously with his resignation as our President and CEO.
At the
same time we entered into a new employment agreement with Mr. Hoffman
to serve
as our Chairman for an initial term of two years commencing July 5, 2006.
The
term automatically renews for one additional year unless the Company
or Mr.
Hoffman provides written notice not to renew at least 90 days prior to
the end
of the term. Mr. Hoffman will receive an annual salary of not less than
$175,000
per year under this agreement. Bonuses, if any, are to be paid at the
sole
discretion of our Board of Directors.
Matthew
R. McKenzie
On
September 1, 2006 we entered into a letter agreement with Matthew R.
McKenzie
under which Mr. McKenzie agreed to serve as our Chief Financial Officer
commencing September 1, 2006. The agreement calls for annual compensation
of
$135,000, a one-time $10,000 signing bonus, health insurance reimbursement
benefits until Mr. McKenzie is eligible for the Company’s health benefit plan,
and a grant of 75,000 options to purchase the Company’s common stock at $.97 per
share.
Stock
Options
OPTIONS/SAR
GRANTS TABLE
Option/SAR
Grants in the Last Fiscal Year
Individual
Grants
Name
and Principal Position
|
|
Fiscal
Year
|
|
Options/SARs
Granted
(#)
|
|
%
of Total Options/SARs Granted to Employees in Fiscal
Year
|
|
Exercise
or Base Price ($/Sh)
|
|
Expiration
Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William
W. Graham
|
|
|
2006
|
|
|
50,000
|
|
|
29
|
%
|
$
|
1.12
|
|
|
6/27/11
|
|
President,
CEO and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Henry
P. Hoffman
|
|
|
2006
|
|
|
-0-
|
|
|
0.0
|
%
|
|
-0-
|
|
|
--
|
|
Chairman
of the Board
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
N. Mendez
|
|
|
2006
|
|
|
-0-
|
|
|
0.0
|
%
|
|
-0-
|
|
|
--
|
|
EVP-
Sales and Marketing and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kory
S. Dillman
|
|
|
2006
|
|
|
-0-
|
|
|
0.0
|
%
|
|
-0-
|
|
|
--
|
|
EVP
- Internet Business Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matthew
R. McKenzie
|
|
|
2006
|
|
|
75,000
|
|
|
43
|
%
|
$
|
.97
|
|
|
9/1/11
|
|
Chief
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPTIONS/SAR
EXERCISES AND YEAR-END VALUE TABLE
Aggregated
Options/SAR Exercises in Last Fiscal Year and FY-End Options/SAR
Value
Name
and Principal Position
|
|
Fiscal
Year
|
|
Shares
Acquired on Exercise (#)
|
|
Value
Realized
($)
|
|
Number
of Unexercised Options/SARs at FY-End (#) Exercisable / Unexercisable
|
|
Value
of Unexercised In-the-money Options/SARs at FY-End ($) Exercisable
/
Unexercisable
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William
W. Graham
|
|
|
2006
|
|
|
-0-
|
|
|
-0-
|
|
|
(E)-50,000-
/ (U)-0-
|
|
|
(E)$0
/(U)$0
|
|
President,
CEO and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Henry
P. Hoffman
|
|
|
2006
|
|
|
-0-
|
|
|
-0-
|
|
|
(E)-0-
/ (U)-0-
|
|
|
(E)$0
/(U)$0
|
|
Chairman
of the Board
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
N. Mendez
|
|
|
2006
|
|
|
-0-
|
|
|
-0-
|
|
|
(E)-0-
/ (U)-0-
|
|
|
(E)$0
/(U)$0
|
|
EVP-
Sales and Marketing and Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kory
S. Dillman
|
|
|
2006
|
|
|
-0-
|
|
|
-0-
|
|
|
(E)-0-
/ (U)-0-
|
|
|
(E)$0
/(U)$0
|
|
EVP
- Internet Business Development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Matthew
R. McKenzie
|
|
|
2006
|
|
|
-0-
|
|
|
-0-
|
|
|
(E)-75,000-
/ (U)-0-
|
|
|
(E)$0
/(U)$0
|
|
Chief
Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J.
Richard Iler
|
|
|
2006
|
|
|
-0-
|
|
|
-0-
|
|
|
(E)-155,000-
/ (U)-0-
|
|
|
(E)$0
/(U)$0
|
|
Former
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2002
Incentive Stock Option Plan
In
2002,
the Company adopted the 2002 Equity Incentive Plan (the “Plan”). The Plan
designates a Stock Option Committee appointed by the Board of Directors
and
authorizes the Stock Option committee to grant or award to eligible participants
of the Company and its subsidiaries and affiliates, until May 15, 2012,
stock
options, stock appreciation rights, restricted stock performance stock
awards
and Bonus Stock awards for up to 3,000,000 shares of the New Common Stock
of the
Company. The initial members of the Stock Option Committee have not yet
been
appointed. During fiscal 2006, the Company issued 165,000 options and
or bonus
shares under the plan.
The
following is a general description of certain features of the Plan:
1.
Eligibility.
Officers, directors and other key employees and consultants of the Company,
its
subsidiaries and its affiliates who are responsible for the management,
growth
and profitability of the business of the Company, its subsidiaries and
its
affiliates are eligible to be granted stock options, stock appreciation
rights,
and restricted or deferred stock awards under the Plan. Directors are
eligible
to receive Stock Options.
2.
Administration.
The
Incentive Plan is administered by the Stock Option Committee of the Company.
The
Board, in the absence of the establishment of this Committee, acts in
the
capacity of this Committee. The Stock Option Committee has full power
to select,
from among the persons eligible for awards, the individuals to whom awards
will
be granted, to make any combination of awards to any participants and
to
determine the specific terms of each grant, subject to the provisions
of the
Incentive Plan.
3.
Stock
Options.
The Plan
permits the granting of non-transferable stock options that are intended
to
qualify as incentive stock options (“ISO’s”) under section 422 of the Internal
Revenue Code of 1986 and stock options that do not so qualify (“Non-Qualified
Stock Options”). The option exercise price for each share covered by an option
shall be determined by the Stock Option Committee but shall not be less
than
100% of the fair market value of a share on the date of grant. The term
of each
option will be fixed by the Stock Option Committee, but may not exceed
10 years
from the date of the grant in the case of an ISO or 10 years and two
days from
the date of the grant in the case of a Non-Qualified Stock Option. In
the case
of 10% stockholders, no ISO shall be exercisable after the expiration
of five
(5) years from the date the ISO is granted.
4.
Stock
Appreciation Rights.
Non-transferable stock appreciation rights (“SAR’s”) may be granted in
conjunction with options, entitling the holder upon exercise to receive
an
amount in any combination of cash or unrestricted common stock of the
Company
(as determined by the Stock Option Committee), not greater in value than
the
increase since the date of grant in the value of the shares covered by
such
right. Each SAR will terminate upon the termination of the related option.
5.
Restricted
Stock.
Restricted shares of the common stock may be awarded by the Stock Option
Committee subject to such conditions and restrictions as they may determine.
The
Stock Option Committee shall also determine whether a recipient of restricted
shares will pay a purchase price per share or will receive such restricted
shares without, any payment in cash or property. No Restricted Stock
Award may
provide for restrictions beyond ten (10) years from the date of grant.
6.
Performance
Stock.
Performance shares of Common Stock may be awarded without any payment
for such
shares by the Stock Option Committee if specified performance goals established
by the Committee are satisfied. The designation of an employee eligible
for a
specific Performance Stock Award shall be made by the Committee in writing
prior
to the beginning of the period for which the performance is based. The
Committee
shall establish the maximum number of shares to stock to be issued to
a
designated Employee if the performance goal or goals are met. The committee
reserves the right to make downward adjustments in the maximum amount
of an
Award if, in it discretion unforeseen events make such adjustment appropriate.
The Committee must certify in writing that a performance goal has been
attained
prior to issuance of any certificate for a Performance Stock Award to
any
Employee.
7.
Bonus
Stock.
The
committee may award shares of Common Stock to Eligible Persons, without
any
payment for such shares and without any specified performance goals.
The
Employees eligible for bonus Stock Awards are senior officers and consultants
of
the Company and such other employees designated by the Committee.
8.
Transfer
Restrictions.
Grants
under the Plan are not transferable except, in the event of death, by
will or by
the laws of descent and distribution.
9.
Termination
of Benefits.
In
certain circumstances such as death, disability, and termination without
cause,
beneficiaries in the Plan may exercise options, SAR’s and receive the benefits
of restricted stock grants following their termination or their employment
or
tenure as a Director as the case may be.
10.
Change
of Control.
The Plan
provides that (a) in the event of a “Change of Control” (as defined in the
Plan), unless otherwise determined by the Stock Option Committee prior
to such
Change of Control, or (b) to the extent expressly provided by the Stock
Option
Committee at or after the time of grant, in the event of a “Potential Change of
Control” (as defined in the Plan), (i) all stock options and related SAR’s (to
the extent outstanding for at least six months) will become immediately
exercisable: (ii) the restrictions and deferral limitations applicable
to
outstanding restricted stock awards and deferred stock awards will lapse
and the
shares in question will be fully vested: and (iii) the value of such
options and
awards, to the extent determined by the Stock Option Committee, will
be cashed
out on the basis of the highest price paid (or offered) during the preceding
60-day period, as determined by the Stock Option Committee. The Change
of
Control and Potential Change of Control provisions may serve as a disincentive
or impediment to a prospective acquirer of the Company and, therefore,
may
adversely affect the market price of the common stock of the Company.
11.
Amendment
of the Plan.
The Plan
may be amended from time to time by majority vote of the Board of Directors
provided as such amendment may affect outstanding options without the
consent of
an option holder nor may the plan be amended to increase the number of
shares of
common stock subject to the Plan without stockholder approval.
In
December 1998, the Company adopted the Fountain Pharmaceuticals, Inc.
1998 Stock
Option Plan (the “1998 Plan”). Nonqualified and incentive stock options may be
granted under the 1998 Plan. The term of options granted under the 1998
Plan are
fixed by the plan administrator provided, however, that the maximum option
term
may not exceed ten (10) years from the grant date and the exercise price
per
share may not be less than the fair market value per share of the Common
Stock
on the grant date. Under the 1998 Plan, all full-time employees of the
Company
or its subsidiaries, including those who are officers and directors,
non-employee directors and consultants are eligible to receive options
pursuant
to the 1998 Plan, if selected. Directors and consultants are also eligible.
The
1998 Plan provided for the authority to issue options covering up to
750,000
shares of the Company’s Common Stock; provided, however, that option to purchase
no more than 500,000 shares shall be granted to any one participant.
As a result
of the 60 for 1 reverse stock split effectuated on November 21, 2002,
the 1998
Plan covers only 12,500 shares of the Company’s common stock and the Board
abandoned this plan.
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
From
December 2002 through September 2003, the Company borrowed an aggregate
of
$375,000 from unaffiliated third parties and $30,000 from the Company’s CEO. The
loan from its CEO was repaid in 2004. In connection with these loans,
the
Company issued the lenders an aggregate 137,782 shares of its common
stock. In
connection with these loans, the Company’s CEO issued an aggregate of 375,000
options to purchase shares of his own stock at $1.00 per share. On August
8,
2003, Mr. Terry Thompson, who had lent the Company an aggregate of $50,000
and
received 19,684 of these shares and 50,000 of the aforementioned options,
was
elected a director of the Company. The shares were issued under the exemption
from registration provided in Section 4(2) of the Securities Act of 1933.
The
lenders represented their intention to acquire the securities for investment
only and not with a view to or for sale in connection with any distribution
of
the securities and appropriate legends were affixed to the certificates.
The
Company utilized the proceeds of these loans for general working capital
purposes.
On
February 26, 2004 the Company borrowed $1 million from Southwest Missouri
Bank.
The loan is federally guaranteed by the United States Department of Agriculture
as part of the Rural Development Program. This loan is also guaranteed
by Mr.
Henry P. Hoffman, the Company’s Chairman and CEO, as well as by his wife. The
Company has not compensated Mr. Hoffman for providing this guaranty.
As of
September 30, 2006, this note has been paid and Mr. Hoffman’s guaranty has been
released.
On
April
11, 2005, SiriCOMM, Inc. consummated the private sale of its securities
to
Sunflower. The securities sold consisted of units comprised of shares
of the
Company’s common stock and warrants to purchase shares of the Company’s common
stock. At the closing, the Company sold an aggregate of 1,066,667 units
at an
aggregate purchase price of $1,600,000 or $1.50 per unit. At the closing,
the
Company delivered an aggregate of 1,066,667 shares and delivered warrants
to
purchase an additional 1,066,667 shares of the Company’s common
stock.
The
warrants entitle the holder to purchase shares of the Company’s common stock
reserved for issuance thereunder for a period of five years from the
date of
issuance at an exercise price of $2.50 per share. The warrants contain
certain
anti-dilution rights and are redeemable by the Company, in whole or in
part, on
terms specified in the warrants.
In
a
separate transaction also consummated on April 11, 2005, the Company
sold
413,605 warrants to Sunflower at a purchase price of $53,333 or approximately
$.13 per warrant. These warrants entitle the holder to purchase shares
of the
Company’s common stock reserved for issuance thereunder for a period of five
(5)
years from the date of issuance at an exercise price of $3.00 per share.
These
warrants contain certain anti-dilution rights and are redeemable by the
Company,
in whole or in part, on terms specified in these warrants.
On
July
7, 2005, the Company consummated the private sale of its securities to
ten (10)
investors, including Sunflower. The securities sold consisted of units
comprised
of shares of the Company’s common stock and warrants to purchase shares of the
Company’s common stock. At the closing, the Company sold an aggregate of 267,833
units at an aggregate purchase price of approximately $401,750 or $1.50
per
unit. At the closing, the Company delivered an aggregate of 267,833 shares
and
delivered warrants to purchase an additional 267,833 shares of the Company’s
common stock.
The
warrants entitle the holder to purchase shares of the Company’s common stock
reserved for issuance thereunder for a period of five years from the
date of
issuance at an exercise price of $2.50 per share. The warrants contain
certain
anti-dilution rights and are redeemable by the Company, in whole or in
part, on
terms specified in the warrants.
In
a
separate transaction also consummated on April 11, 2005, the Company
sold 25,850
warrants to Sunflower at a purchase price of $3,333.50 or approximately
$.13 per
warrant. These warrants entitle the holder to purchase shares of the
Company’s
common stock reserved for issuance thereunder for a period of five (5)
years
from the date of issuance at an exercise price of $3.00 per share. These
warrants contain certain anti-dilution rights and are redeemable by the
Company,
in whole or in part, on terms specified in these warrants.
On
December 27, 2005, the Company entered into a Loan Agreement with Sunflower.
The
loan is in the principal amount of $500,000 and is evidenced by a Convertible
Promissory Note due July 1, 2006. As consideration for Sunflower making
the
loan, the Company issued to Sunflower a warrant to purchase 200,000 shares
of
the Company’s common stock at $1.26 per share. The warrant expires December 15,
2010.
Sunflower
purchased an aggregate of 1,764,872 Units in the offering, which consisted
of a
new investment of $1,525,000.05 to purchase 1,326,087 Units and the conversion
of a $500,000 Convertible Promissory Note plus accrued interest in the
amount of
$4,602 to purchase 438,785 Units.
On
March
15, 2007, the Company entered into a Loan Agreement (“Loan Agreement”) with
Sunflower Capital, LLC, a limited liability company. The loan is in the
principal amount of up to $500,000 of which $300,000 has been funded
to date and
is evidenced by a 10% Convertible Promissory Note due February 29, 2008
(the
“Note”). As consideration for Sunflower making the loan, the Company amended
an
aggregate of 4,537,661 warrants previously issued to Sunflower and its
affiliates to extend the expiration date of all those warrants to March
31, 2012
and eliminate all redemption rights contained in those warrants. The
loan is
secured by all of the Company’s assets, except Sunflower has subordinated it
security interest in the Company’s network to the loan from Quest Capital
Alliance II, L.L.C and its designees described below.
The
Note
converts at any time and from time to time at the option of the holder,
into
shares of the Company’s common stock at a variable conversion price determined
by taking the lowest volume weighted average price of the Company’s common stock
for any five consecutive trading days during the period from the date
of
issuance to the date of the conversion notice.
As
additional consideration for making the loan commitment, the Company
shall issue
Sunflower a 5-year warrant on the earlier of the date of conversion or
maturity
date. The number of warrants to be issued will be equal to $500,000 divided
by
Conversion Price (which, if not earlier determined, shall be determined
as of
the Maturity Date). This warrant will be issued regardless of whether
Sunflower
elects to convert the Note. The exercise price of these warrants shall
be equal
to the conversion price of the Note.
William
P. Moore, a director of the Company, is the managing member of
Sunflower.
On
April
20, 2007, the Company entered into Securities Purchase Agreement with
five (5)
investors including Quest Capital Alliance II, LLC which purchased $500,000
of
the Debentures defined below. The securities sold were secured convertible
debentures in the principal amount of $1,000,000 due April 15, 2008 (the
“Debentures”). The Debentures bear interest at the rate of 12% per annum and are
convertible into the Company’s common stock at any time at the rate of $.31 per
share. As part of this transaction, the Company issued to the investors
three
(3) common stock purchase warrants for each dollar invested, or an aggregate
of
3,000,000 warrants (the “Warrants”). Pursuant to the Securities Purchase
Agreement, the Company may issue up to an additional $1,000,000 in Debentures
and issue up to an additional 3,000,000 warrants on the same terms discussed
herein.
Each
Warrant entitles the holder to purchase one share of common stock at
an exercise
price of $.31 per share commencing on the date of issuance and expiring
on the
close of business on the fifth anniversary of the issuance date. The
Warrants
contain provisions that protect the holder against dilution by adjustment
of the
exercise price of certain events including, but not limited to, stock
dividends,
stock splits, reclassifications or mergers.
In
addition, the Company entered into a registration rights agreement with
each
investor whereby the Company agreed to include the common stock underlying
the
Debentures and Warrants in any future registration statement filed by
the
Company subject to certain conditions contained in such agreement.
The
Debentures are secured by all network equipment, including, without limitation,
(k) all access point serves, and supporting infrastructure equipment,
(ii) all
agreements regarding the network pertaining to the placement and use/operation
of the network, and (iii) any proceeds from the sale of network equipment
and
inventory.
In
connection with this transaction, the Company issued an aggregate of
300,000
Warrants to Quest Capital Alliance I, L.L.C. (150,000) and Quest Capital
Alliance II, L.L.C. (150,000) as a finder’s fee.
Steven
Fox, a nominee for election to the Board of Directors, is the managing
member of
Quest Capital Alliance II, LLC.
ANNUAL
REPORT
The
Company’s annual report for the year ended September 30, 2006 is enclosed
herewith.
A
COPY OF
THE COMPANY’S FORM 10-KSB ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND SCHEDULES THERETO,
MAY BE
OBTAINED WITHOUT CHARGE BY WRITING TO:
SiriCOMM,
Inc.
4710
East
32nd Street
Joplin,
MO 64804
STOCKHOLDER
PROPOSALS
Stockholders
that intend to present proposals at the next annual meeting to be held
in 2008
must submit their proposals to the Secretary of the Company by March
1, 2008 in
order to have them included in the proxy for that meeting.
OTHER
BUSINESS
So
far as
is known to management at the date of this proxy statement, there is
no matter
other that those described above to be acted on at the meeting. However,
it is
intended that if other matters come up for action at the meeting or any
adjournments thereof, the persons named in the enclosed form of proxy
shall, in
accordance with the terms of the proxy, have authority in their discretion
to
vote shares represented by proxies received by them, in regard to such
other
matters, as seems to said persons in the best interests of the Company
and its
stockholders.
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SIRICOMM, INC. |
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Matthew McKenzie |
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Secretary |
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PROXY
SIRICOMM,
INC.
4710
East 32nd
Street
Joplin,
Missouri 64804
This
Proxy is solicited on behalf of the Board of Directors
The
undersigned hereby appoints Mark L. Grannell and William P. Moore
as proxies,
each with the power to appoint his substitute, and hereby authorizes
them to
vote, as designated on the reverse side, all of the shares of common
stock of
SiriCOMM, Inc. held of record by the undersigned on April 16, 2007,
at the
Annual meeting of Stockholders to be held at 10:00 a.m. CST on May
30, 2007 at
10801 Mastin, Suite 730, Overland Park, Kansas 66210 or any adjournment
thereof.
THIS
PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR
PROPOSALS 1 AND 2.
PLEASE
MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
1. ELECTION
OF DIRECTORS
Nominees: Mark
L.
Grannell, Richard P. Landis, Steven W. Fox, Terry W. Thompson and
William P.
Moore
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FOR
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WITHHELD
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all
nominees
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from
all nominees
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FOR,
except vote withheld from the following nominee(s):
2. To
approve an amendment to the Company’s Certificate of Incorporation to increase
the number of authorized shares of Common Stock, $.001 par value,
from
50,000,000 to 100,000,000.
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For [ ] |
Against [ ] |
Abstain [
] |
3. In
their
discretion, the Proxies are authorized to vote upon such other business
as may
properly come before the meeting.
Please
sign exactly as name appears hereon. When shares are by joint tenants,
both
should sign. When signing as attorney, executor, trustee, administrator
or
guardian, please give full title as such. If a corporation, please
sign in full
corporate name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
The
shares represented by this proxy, when properly executed, will be
voted in the
manner directed herein by the undersigned Stockholder(s). If
no direction is made, this proxy will be voted FOR items 1 and
2.
If any
other matters properly come before the meeting, or if cumulative
voting is
required, the person named in this proxy will vote in their
discretion.
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Signature |
Date |
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Signature (joint owners) |
Date |
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STATE
OF DELAWARE
CERTIFICATE
OF AMENDMENT OF
CERTIFICATE
OF INCORPORATION
OF
SIRICOMM,
INC.
Pursuant
to Delaware § 242
· First:
That at
a meeting of the Board of Directors of SiriCOMM, Inc. resolutions
were duly
adopted setting forth a proposed amendment of the Certificate
of Incorporation
of said corporation, declaring said amendment to be advisable
and soliciting
written consents of the stockholders of said corporation for
consideration
thereof.
The
resolutions setting forth the proposed amendment is as follows:
Resolved,
that the
Certificate of Incorporation of this corporation be amended by
changing the
Article thereof numbered “Fourth” so that, as amended, said Article shall be and
read as follows:
“FOURTH:
The total number of shares of stock which the Corporation shall
have the
authority to issue is 105,000,000 shares of which 100,000,000
shall be shares of
Common Stock, par value $.001 per share, and 5,000,000 shall
be shares of
Preferred Stock, par value $0.001 per share.
· Second:
That
thereafter, pursuant to resolution of its Board of Directors,
signed written
consents were received in accordance with Section 228 of the
General Corporation
Law of the State of Delaware representing the necessary number
of shares as
required by statute were voted in favor of the amendment.
· Third:
That
said
amendment was duly adopted in accordance with the provisions
of Section 242 of
the General Corporation Law of the State of Delaware.
· Fourth:
The
effective date of said amendment shall be June ___, 2007.
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SIRICOMM,
INC. |
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By: |
/s/
Mark
L. Grannell |
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Mark
L. Grannell, President and
CEO |