<PAGE>
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: October 1, 1997 (signed)
(Date of the earliest event reported) September 17, 1997
ROCKY MOUNTAIN INTERNET, INC.
----------------------------------------------------
Exact name of Registrant as specified in its charter
COMMISSION FILE NUMBER: 001-12063
---------
Delaware 84-1322326
- -------- ----------
State or other jurisdiction of I.R.S. Employer
incorporation or organization Identification
1099 18th Street, Suite 3000 DENVER COLORADO 80202
- -------------------------------------------- --------
Address of principal executive offices Zip Code
Registrant's telephone number, including area code: 303-672-0700
------------
<PAGE>
Item 5. Other Events
ROCKY MOUNTAIN INTERNET SIGNS LETTER OF INTENT WITH MAJOR INVESTOR
The registrant (the "Company") signed a non-binding letter of intent with a
third party investor on September 17, 1997 under the terms of which the Company
would sell to the investor newly-issued common shares of the Company
representing 13 percent of the outstanding common shares of the Company (as
such percentage is determined on a fully diluted basis after the issuance of
shares to the investor and giving effect to the dilution resulting from the
exercise or conversion of any warrants, options, convertible preferred shares
or other similar interests in the Company outstanding on the date hereof) for a
cash purchase price of approximately $2,450,000. The Company would also issue
to the investor warrants, exercisable for a period of 18 months, that would
allow the investor to purchase additional Company common shares representing 24
percent of the outstanding common shares of the Company if all such warrants
were exercised (as such percentage is determined above but after giving effect
to the exercise of such warrants by the investor) for an aggregate exercise
price of $6,000,000. If the transaction is consummated, the investor would be
appointed as president, Chief Executive Officer and the Chairman of the
Company's board of directors, and would designate three of the Company's five
directors.
The closing of the transaction is subject to a number of conditions, including
completion of due diligence on the Company by the investor to his satisfaction,
and negotiation and execution of binding documentation for the transaction.
The investor is now performing his due diligence and the parties are preparing
binding documentation.
In a separate transaction that if consummated is expected to close
contemporaneously with the above transaction, the investor agreed to purchase
from four Company shareholders, including current officers and directors of the
Company, common shares of the Company representing 2 percent of the currently
outstanding Company common shares (as such percentage is determined in the
first sentence above) for a cash purchase price of $550,000 and enter into an
arrangement with three of those shareholders under the terms of which the
investor would have the right to vote the remaining 1,220,691 common shares
owned by those persons representing 10 percent of the currently outstanding
Company common shares (as such percentage is determined immediately above).
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
undersigned, thereunto duly authorized.
ROCKY MOUNTAIN INTERNET, INC.
By: /s/ DAVID L. EVANS Date: October 1, 1997
-------------------
David L. Evans
Chief Financial Officer
and Executive Vice President
