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): November 21, 2002
SiriCOMM, Inc.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
----------------------------------------------
(State or other jurisdiction of incorporation)
0-18399 62-1386759
------------------------ --------------------------------
(Commission File Number) (IRS Employer Identification No.)
2900 Davis Boulevard, Suite 130, Joplin, Missouri 64804
-------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(417) 626-9961
-------------------------------------------------
(Registrant's telephone number, including area code)
Fountain Pharmaceuticals, Inc.
505 South Westland Avenue, Suite D, Tampa, Florida 33606
(813 248-0089
-------------------------------------------------------
(Former name, address and telephone number)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On November 21, 2002, as a direct result of the transactions referred
to in Item 2 hereof, Henry P. (Hank) Hoffman, David N. Mendez, Kory S. Dillman
and Tom Noland, shareholders and officers and directors of SiriCOMM, Inc., a
Missouri corporation ("SiriCOMM - Missouri"), became "control persons" of the
Registrant as that term is defined in the Securities Act of 1933, as amended.
The status of Messrs. Hoffman, Mendez, Dillman and Noland arise from the
issuance of an aggregate of 9,662,562 shares of the Registrant's common stock
(approximately 99% of the total issued and outstanding shares) to the
shareholders of SiriCOMM - Missouri. Additionally, with the consummation of the
transactions referred to in Item 2, Mr. Brendon K. Rennert, the sole officer and
director of the Registrant prior to the transaction described below, resigned
his positions as an officer and director of the Registrant. Henry P. (Hank)
Hoffman, David N. Mendez, Kory S. Dillman and Tom Noland were elected directors
in his place and stead.
The new Board of Directors then appointed the following officers:
Henry P. (Hank) Hoffman - President and Chief Executive Officer
David N. Mendez - Executive Vice President - Sales
and Marketing
Kory S. Dillman - Executive Vice President - Internet
Business Development
Tom Noland - Executive Vice President -
Administration, General Counsel
and Secretary
The following sets forth certain information concerning each of the
Registrant's new directors and executive officers:
Henry P. (Hank) Hoffman, President, CEO and Chairman
Mr. Hoffman co-founded SiriCOMM in January 2000 and has been its
President, CEO and Chairman since SiriCOMM's inception. Mr. Hoffman has over
twenty years experience in the transportation industry. From September 1, 1996
to January 21, 2000 Mr. Hoffman was President and Chief Operating Officer of
Hook Up, Inc. of Joplin, MO, a small niche motor carrier. From 1990 to 1995 Mr.
Hoffman was President and COO of Tri-State Motor Transit, the nation's largest
transporter of munitions for the U.S. Government.
Prior to his term at Tri-State, he served in several
Operations/Management positions with both Schneider National, Inc. and Viking
Freight System. As an industry leader he has been a Vice President of the
American Trucking Associations, President and Chairman of the Board of the
Munitions Carriers Conference, member of the Board of Directors of the National
Automobile Transporters Association, and Forum Co-Chairman of the National
Defense Transportation Association. Prior to his trucking industry career, Mr.
Hoffman served as an officer in the United States Army Field Artillery for six
years where he completed two command assignments. Mr. Hoffman earned a Bachelor
of Science degree from the United States Military Academy, West Point, NY and a
Master of Business Administration from the University of Wisconsin, Oshkosh, WI.
2
David N. Mendez, Executive Vice President - Sales and Marketing and a Director
Mr. Mendez co-founded SiriCOMM in April 2000 and has been its Executive
Vice President Sales and Marketing and a director since SiriCOMM's inception.
Mr. Mendez has over nine years experience in telecommunications sales and
marketing. Mr. Mendez's telecommunications expertise focuses on domestic and
international data communication networks including Frame Relay and ATM
infrastructures and Internet and intranet networks. From October 1998 to
February 2000 he was National Sales Manager for DRIVERNet where he managed such
national accounts as Ford, Kenworth, Peterbilt, Paccar Corporation, and Cue
Paging. From 1995 to 1998 Mr. Mendez worked as a Major Account Manager for
Sprint. Mr. Mendez graduated with a Bachelor of Science degree from Southwest
Missouri State University, Springfield, MO.
Kory S. Dillman, Executive Vice President - Internet Business Development and a
Director
Mr. Dillman co-founded SiriCOMM in April 2000 and has been its
Executive Vice President - Internet Business Development and a director since
SiriCOMM's inception. From 1996 to 1999 Mr. Dillman was Creative Director for
DRIVERNet. In that position he produced intranet and Internet applications for
DRIVERNet and its customers. He developed specific web-based products for Ford,
Volvo Trucks North America, Kenworth, Peterbilt, Ambest, Caterpillar Engines,
Pilot, Petro Stopping Centers, and TravelCenters of America. Prior to joining
DRIVERNet Mr. Dillman was Art Director for Wendfall Productions. In this
position he managed development for Sony Music and Ardent Records. Mr. Dillman
earned a Bachelor of Fine Arts degree from the University of Tulsa, Tulsa, OK.
Tom Noland, Executive Vice President - Administration, General Counsel,
Secretary and a Director
Mr. Noland joined SiriCOMM in November 2001 as its Executive Vice
President - Administration, General Counsel and a Director. Mr. Noland was in
private practice with the law firm of Spencer, Scott & Dwyer in Joplin for
eleven years, focusing on the representation of business and banking clients in
the areas of real estate transactions, creditors' rights and workers'
compensation defense. Prior to joining SiriCOMM, he served as General Counsel to
Hook Up, Inc. from 1997 through 2000. Mr. Noland received a Bachelor of Arts
degree in history from Missouri Southern State College and a Juris Doctorate
from the University of Tulsa.
3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of November 21, 2002, information
concerning ownership of the Registrant's securities by (i) each director, (ii)
each executive officer, (iii) each person known to the Registrant to be the
beneficial owner of more than five percent, and (iv) all directors and executive
officers as a group.
Name and Address of Amount and Nature of Percentage
Beneficial Owner (1) Beneficial Ownership of Class (2)
-------------------- -------------------- ------------
Henry P. Hoffman 5,762,303 59.0%
2900 Davis Boulevard, Suite 130
Joplin, Missouri 64804
David N. Mendez
2900 Davis Boulevard, Suite 130 1,098,331 11.3%
Joplin, Missouri 64804
Kory S. Dillman 1,023,535 10.5%
2900 Davis Boulevard, Suite 130
Joplin, Missouri 64804
Tom Noland 295,250 3.0%
2900 Davis Boulevard, Suite 130
Joplin, Missouri 64804
All Executives Officers and
Directors as a Group
(4 persons) 8,179,419 83.8%
---------------------------
(1) Beneficial ownership has been determined in accordance with Rule 13d-3
under the Exchange Act and unless otherwise indicated, represents
securities for which the beneficial owner has sole voting and
investment power.
(2) Based upon 9,762,234 shares issued and outstanding.
ITEM 2. ACQUISITION AND DISPOSITION OF ASSETS
On November 21, 2002, the Registrant completed the acquisition of all
of the issued and outstanding shares of SiriCOMM - Missouri. Pursuant to the
transaction, the Registrant issued an aggregate of 9,623,195 shares to the
sixteen (16) shareholders of SiriCOMM - Missouri. An aggregate of 8,179,419
shares were issued to Henry P. (Hank) Hoffman (5,762,303), David N. Mendez
(1,098,331), Kory S. Dillman (1,023,535) and Tom Noland (295,250), members of
the Registrant's newly elected Board of Directors.
4
The above described transaction was intended to qualify as a tax-free
reorganization, within the meaning of Section 368 of the Internal Revenue Code
of 1986, as amended.
In connection with this transaction, the Registrant agreed to issue
shares of its common stock to Quest Capital Alliance LLC ("Quest") and Mr. Jeff
Wasson ("Wasson") upon the conversion of an aggregate of $1,000,000 in
convertible notes issued by SiriCOMM - Missouri to Quest ($500,000) and Wasson
($500,000). Pursuant to the terms of their respective convertible notes, Quest
is entitled to 8.5% of the then outstanding shares of the Company and Wasson 7%
of the then outstanding shares of the Company. Based on 9,762,234 shares
outstanding, Quest would receive 829,790 shares upon their conversion and Wasson
would receive 683,356 shares upon his conversion.
Information About SiriCOMM
SiriCOMM was organized under the laws of the State of Missouri in April
2000. SiriCOMM's principal executive office is located at 2900 Davis Boulevard,
Suite 130, Joplin, Missouri 64804. Its telephone number is (417) 626-9961.
SiriCOMM is engaged in the development of broadband wireless
applications service provider technologies serving the marine and highway
transportation industries. SiriCOMM's current development activities include
integrating multiple technologies including satellite communications, the
Internet and intranets, wireless networking, and productivity enhancing software
into commercially viable products and services for its target industries.
SiriCOMM's patent pending network architecture enables subscribers to
transmit data at speeds of 48,000 kilobits per second ("kbps") which is 20 to
100 times faster than other wireless solutions such as CDPD (19.2 kbps), GSM
(9.6 kbps), CDMA2000-1XRTT (144 kbps) or Qualcomm's point to point mobile
satellite solution(2 kbps). Moreover, SiriCOMM's unique software solutions
leverage this ultra high-speed data network to deliver significant cost
reduction and productivity improvement opportunities to users. From its central
hub server co-located at the satellite teleport SiriCOMM will receive and
transmit data on a "point to broadcast" high-speed network between multiple
wireless local area networks installed in strategic locations. For a flat, low
monthly fee subscribers will have access to a suite of productivity software,
the Internet, e-mail, proprietary company intranet information, etc. The network
will support multiple user devices to include 802.11b-compatible Palm OS(TM)
wireless hand held devices and laptop computers for the most mobile subscribers.
SiriCOMM's technologies are expected to become commercially available before the
end of the year 2002.
Development of SiriCOMM's Business and Products
Since SiriCOMM's inception in April of 2000, its founders have focused
their efforts principally in three key areas - product development, pre-market
demonstrations to potential customers, and the formation of critical industry
alliances. The results of this disciplined approach are significant. First, a
working prototype of the broadband wireless network and applications software
was developed and refined into a highly marketable product. Patent applications
are on file for the entire end-to-end system. Second, demonstrations of the
prototype to qualified potential customers reaffirmed the feasibility of the
network and the solid need for its unique services. SiriCOMM has made technical
presentations to more than 30 communication, automobile, trucking and mobile
technology companies during the last 24 months and has received favorable
feedback at such demonstrations. Such demonstrations have produced a letter of
intent from Christenson Transportation to utilize SiriCOMM's services and a
letter of agreement from SmartStop to evaluate SiriCOMM's technology.
5
The first generation of SiriCOMM products can significantly improve the
availability, timeliness, and accuracy of communications and decision support
tools for most of the nation's law enforcement agencies, yachts, and trucks that
operate in North America. Ultimately, with minor modifications, the SiriCOMM
products will be applicable in any industry requiring mobile communications from
remote locations, such as recreational vehicles and construction sites.
SiriCOMM intends to charge a monthly subscription fee of $49.95 per
user per month for its services.
The five principal components of the SiriCOMM service include:
1. An I.E.E.E. 802.11 standard compatible wireless device (PC or
Palm OS(TM)) for the users. The 802.11 is a wireless standard
governed by the Institute of Electrical and Electronics
Engineers that operates in the 2.4 Gh unregulated frequency
spectrum;
2. Wireless transmission and receiving equipment installed in
strategic locations such as marinas, truck stops, weigh
stations, and major shipper facilities;
3. Access to the AMC-6 geo-synchronous satellite;
4. Proprietary software processes and applications; and
5. Broadband wireless channels that enable transmission of
extremely large amounts of data at speeds 20 to 100 times
faster than current wireless solutions.
Users will be able to connect to the SiriCOMM network whenever they are
within range (up to approximately one-half mile) of one of several planned
access locations. SiriCOMM has test locations in Joplin, Missouri, Rock Hill,
South Carolina, and near Columbia, Missouri and plans to activate additional
locations near Oklahoma City, Oklahomaand El Paso, Texas within the next 30
days. While in range, the subscriber will have wireless, universal access to the
Internet and to the marina, agency, or fleet intranet, if one exists. For a low,
fixed monthly subscription fee subscribers will be able to communicate unlimited
amounts of data and messages to their homes, offices, or client support centers
using SiriCOMM's high-speed wireless network.
At present SiriCOMM leases transponder access to the AMC-6 satellite on
a month-to- month basis for $350 per month per ground location pursuant to an
informal agreement with Cislunar, the satellite operator. The agreement with
Cislunar is an oral agreement for month-to-month supply and purchase of
transponder usage. Cislunar has accommodated SiriCOMM by reselling a very small
amount of capacity to SiriCOMM on an as-needed basis and Cislunar is willing to
continue to do so until SiriCOMM is in a position to build out its network. At
that time, usage will likely increase substantially and both Cislunar and
SiriCOMM recognize that a written agreement will need to be in place. SiriCOMM
plans to enter into a formal agreement for monthly transponder usage when the
system is offered commercially. At each ground location, the satellite receiver
is linked to the 2.4 Ghz wireless network utilizing a local server and
SiriCOMM's technology for rapidly cache and serve network requests. There are no
limitations or special licenses required to operate local two-way data
communications at 2.4Ghz wireless frequencies.
6
SiriCOMM does not have a commercial network presently running
implementing its wireless data transmission technology. It plans to build a
network with the capacity to service up to 80,000 simultaneous users within 6
months of raising the needed capital. The construction of the initial network is
estimated to cost $4-6 million and is expected to be financed by the private
sale of the Company's securities following the SiriCOMM Acquisition. There are
no firm commitments on anyone's part to invest in the Company and if the Company
is unable to finance the acquisition through the private sale of its securities
or other financing, the SiriCOMM technology may never be commercially sold. In
addition, any sale of the Company's securities to finance the SiriCOMM
technology will dilute the interest of existing shareholders in the Company.
Anticipated Accounting Treatment
We expect to account for the SiriCOMM Acquisition as a recapitalization
of the equity of SiriCOMM, which in principle is equivalent to the issuance of
stock by SiriCOMM for the net monetary assets of the Company. We will apply this
accounting treatment because the Company is a non-operating public shell and
because SiriCOMM stockholders will own the majority of the outstanding common
stock of the combined company following the transaction.
Research and Development
The Company plans to finance research and development for SiriCOMM
through the possible private sale of securities following the acquisition,
although there are no present commitments or agreements concerning such
financing presently. SiriCOMM plans to spend approximately $30,000 on additional
research and development to improve and refine the previously developed suite of
wireless applications.
Distribution
SiriCOMM plans to rely on agents and value added resellers for its
sales and distribution. At present, SiriCOMM has informal agreements with
original equipment manufacturers, truck stop operators and other sales agents.
Competition
SiriCOMM and countless other companies have developed many data
transmission, location and network access products designed to meet the growing
demand for communications services by businesses and government organizations
that rely heavily on information technology. SiriCOMM's products will compete on
the basis of product features, price, quality, reliability, brand name
recognition, product breadth, developed sales channels, product documentation,
product warranties and technical support and service. SiriCOMM believes that it
will be generally competitive in each of these areas and that the data
transmission speed provides competitive advantages. SiriCOMM's existing and
potential competitors have significantly more financial, engineering, product
development, manufacturing and marketing resources than it has. At present,
there are no direct competitors to SiriCOMM's proposed products and services.
Various businesses currently offer certain segments of SiriCOMM's comprehensive
solution, but at much lower bandwidth, higher cost and/or with no software
applications. There can be no assurance that competitors will not introduce
comparable or superior products incorporating more advanced technology at lower
prices, or that other changes in market conditions or technology will not
adversely affect SiriCOMM's ability to compete successfully in the future.
7
Government Regulation and Industry Standards
SiriCOMM's planned products and services are presently not regulated by
the FCC or local governments. The regulatory process in the United States can be
time-consuming and can require the expenditure of substantial resources. There
can be no assurance that the FCC or state regulatory agencies will not seek to
regulate the use of frequencies utilized by SiriCOMM's planned services of if
such services are regulated, grant the requisite approvals for any of SiriCOMM's
products on a timely basis, or at all. The failure of SiriCOMM's products to
comply, or delays in compliance, with the various existing and evolving
standards could negatively impact SiriCOMM's ability to sell its products.
United States and state regulations regarding the manufacture and sale of modems
and other data communications devices are subject to future change. We cannot
predict what impact, if any, such changes may have on SiriCOMM's business.
The foregoing description of the transactions is qualified in its
entirety to the full text of the Securities Exchange Agreement which is being
filed herewith as an Exhibit.
ITEM 5. OTHER EVENTS
In connection with the above described transactions, the Registrant's
shareholders, by written consent, authorized and approved an amendment and
restatement of the Registrant's Certificate of Incorporation which (a) changed
the name of the Registrant to "SiriCOMM, Inc."; (b) combined the outstanding
shares of Common Stock into a single class of Common Stock; (c) reverse split
the outstanding shares of Registrant's Common Stock one-for-sixty (the "Reverse
Split"); (d) decreased the par value of the Registrant's Common Stock resulting
from the Reverse Split to $.001; (e) increased the number of shares of Common
Stock the Registrant is authorized to issue to 50,000,000; and (f) increased the
number of shares of Preferred Stock, $.001 par value, the Registrant is
authorized to issue from 2,000,000 to 5,000,000.
The shareholders also approved the adoption of the Registrant's 2002
Equity Incentive Plan.
8
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
The Financial Statements required by Item 310 of Regulation S-B are
stated in U.S. dollars and are prepared in accordance with U.S. Generally
Accepted Accounting Principles. The following financial statements pertaining to
SiriCOMM, Inc. will be filed as an amendment to this filing within 60 days of
the filing date of this report.
(a) Financial Statements of business acquired:
SiriCOMM, Inc.
Page
Independent Auditors' Report
Balance Sheets as of September 30, 2002 and 2001
Statements of operations for the years ended
September 30, 2002 and 2001
Statements of cash flows for the years ended
September 30, 2002 and 2001
Statements of stockholders' deficit for the years
ended September 30, 2002 and 2001
Notes to Financial Statements
(b) Pro Forma Financial Information
Pro forma condensed combined balance sheet as of
September 30, 2002
Pro forma condensed combined statement of operations
for the year ended September 30, 2002
Pro forma condensed combined statement of stockholders' equity
for the year ended September 30, 2002
Notes to pro forma condensed combined financial statements as
of September 30, 2002.
9
(c) Exhibits
2.1 Securities Exchange Agreement dated as of April 5,
2002 between the Company and the holders of the
common stock of SiriCOMM, Inc. (Missouri)
2.2 Amendment to Securities Exchange Agreement dated as
of June 5, 2002 between the Company and the
shareholders of SiriCOMM, Inc. (Missouri)
2.3 Amendment No. 2 to Securities Exchange Agreement
dated as of November 21, 2002 between the Company and
the shareholders of SiriCOMM, Inc. (Missouri)
4.1 $250,000 - 4% Convertible Promissory Note issued by
SiriCOMM, Inc. to Quest Alliance Capital L.L.C. on
April 5, 2002
4.2 $250,000 - 4% Convertible Promissory Note issued by
SiriCOMM, Inc. to Quest Alliance Capital L.L.C. on
November 16, 2001
4.3 $250,000 - 4% Convertible Promissory Note issued by
SiriCOMM, Inc. to Jeff Wasson on April 5, 2002
4.4 $250,000 - 4% Convertible Promissory Note issued by
SiriCOMM, Inc. to Jeff Wasson on November 16, 2001
4.5 $121,325 - 7% Note issued by SiriCOMM, Inc. to
Southwest Missouri Bank dated July 20, 2002.
99.1 Amended and Restated Certificate of Incorporation of
Fountain Pharmaceuticals, Inc. dated November 21,
2002, as filed in the office of the Secretary of
State, State of Delaware on November 21, 2002.
10
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
SIRICOMM, INC.
/s/ Henry P. (Hank) Hoffman
----------------------------
Henry P. (Hank) Hoffman
Date: December 3, 2002
11