WASHINGTON, Feb. 17 -- ERF Wireless Inc., League City, Texas, files Form 8-K (current report) with Securities and Exchange Commission on Feb. 16.
State or other jurisdiction of incorporation: Nevada
SECTION 1 REGISTRANT'S BUSINESS AND OPERATIONS
Entry into a Material Definitive Agreement.
On February 10, 2011, we entered into an agreement to sell certain wireless broadband assets and operations used to provide wireless Internet access and other related services to KeyOn Communications Holdings, Inc.., a Delaware corporation ("KeyOn") (the "Asset Purchase Agreement"). The assets to be sold 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 Central Texas, (the Texas Hill Country) and North Texas, (the Granbury, Texas and surrounding markets) (the "Business"). The wireless broadband assets to be divested 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 divested assets, we have agreed to receive $3,000,000 in cash, subject to further adjustments as described in the Asset Purchase Agreement and 100,000 shares of KeyOn common stock. The Asset Purchase Agreement contains customary representations and warranties by us and KeyOn.
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 2 - FINANCIAL INFORMATION.
Completion of Acquisition or Disposition of Assets.
On February 10, 2011, we entered into an agreement to sell certain wireless broadband assets and operations used to provide wireless Internet access and other related services to KeyOn Communications Holdings, Inc., a Delaware corporation ("KeyOn") (the "Asset Purchase Agreement"). The assets to be divested 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 Central Texas, (the Texas Hill Country) and North Texas, (the Granbury, Texas and surrounding markets) (the "Business"). The wireless broadband assets to be divested 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.
On February 15, 2011, we completed the divestiture and received the closing payment of $2,700,000 in cash and 100,000 shares of KeyOn common stock, as further described in the Asset Purchase Agreement. The $300,000 balance of the purchase price is subject to a 90 day holdback for possible net working capital and other adjustments.
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
Financial Statements and Exhibits
(d) Exhibits
2.1 - Asset Purchase Agreement dated February 10, 2011 by and between KeyOn Communications Holdings, Inc. and ERF Wireless, Inc.
99.1 - Press release dated February 11, 2011.
99.2 - Press release dated February 16, 2011 For any query with respect to this article or any other content requirement, please contact Editor at htsyndication@hindustantimes.com
http://www.sec.gov/Archives/edgar/data/1020646/000101968711000569/erf_8k-021011.htm
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