<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ______)*
Rocky Mountain Internet, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
774720 10 6
- --------------------------------------------------------------------------------
(CUSIP Number)
Mr. Douglas H. Hanson Jeffrey A. Bartholomew, Esq.
Rocky Mountain Internet, Inc. Futro & Associates, P.C.
1099 Eighteenth Street 707 Seventeenth Street
30th floor Suite 2900
Denver, Colorado 80202 Denver, Colorado 80202
(303) 672-0700 (303) 295-3360
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 1, 1997
- --------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom copies
are to be sent.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 774720 10 6 Page 1
-----------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Douglas H. Hanson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,500,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 2,169,294
PERSON
WITH 9 SOLE DISPOSITIVE POWER
5,500,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,669,294
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
70.8%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 774720 10 6 Page 2
-----------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Roy J. Dimoff
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
(not applicable)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF 7 SOLE VOTING POWER
SHARES 25,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 338,739
PERSON
WITH 9 SOLE DISPOSITIVE POWER
363,739
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
363,739
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 774720 10 6 Page 3
-----------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kevin R. Loud
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
(not applicable)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 466,600
PERSON
WITH 9 SOLE DISPOSITIVE POWER
466,600
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
466,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 774720 10 6 Page 4
-----------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jim D. Welch
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
(not applicable)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 383,574
PERSON
WITH 9 SOLE DISPOSITIVE POWER
383,574
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
383,574
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.7%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 774720 10 6 Page 5
-----------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christopher K. Phillips
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
(not applicable)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 373,000
PERSON
WITH 9 SOLE DISPOSITIVE POWER
373,000
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
373,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 774720 10 6 Page 6
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brian Dimoff
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
(not applicable)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 169,881
PERSON
WITH 9 SOLE DISPOSITIVE POWER
169,881
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
169,881
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 774720 10 6 Page 7
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Paul B. Davis
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
(not applicable)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES 121,500
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 122,100
PERSON
WITH 9 SOLE DISPOSITIVE POWER
243,600
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
243,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 774720 10 6 Page 8
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mike Mara
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
(not applicable)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 137,500
PERSON
WITH 9 SOLE DISPOSITIVE POWER
137,500
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
14 TYPE OF REPORTING PERSON
IN
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CUSIP No. 774720 10 6 Page 9
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Monty Reagan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
(not applicable)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 62,500
PERSON
WITH 9 SOLE DISPOSITIVE POWER
62,500
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 774720 10 6 Page 10
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Tim Scanlon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
(not applicable)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 62,500
PERSON
WITH 9 SOLE DISPOSITIVE POWER
62,500
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 774720 10 6 Page 11
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Owen Scanlon
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) /X/
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS
(not applicable)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH REPORTING 62,500
PERSON
WITH 9 SOLE DISPOSITIVE POWER
62,500
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
62,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES /X/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
Page 12
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the common stock, par value $0.001 per share
(the "Common Stock"), of Rocky Mountain Internet, Inc., a Delaware corporation
(the "Company"). The company's principal executive offices are located at 1099
Eighteenth Street, 30th Floor, Denver, CO 80202.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is filed by the following persons (each, a "Reporting
Person"):
Mr. Douglas H. Hanson;
Mr. Christopher K. Phillips;
Mr. Jim. D. Welch;
Mr. Kevin R. Loud;
Mr. Brian Dimoff;
Mr. Paul B. Davis;
Mr. Mike Mara;
Mr. Monty Reagan;
Mr. Roy J. Dimoff;
Mr. Tim Scanlon; and
Mr. Owen Scanlon
Exhibit A hereto, which is incorporated herein by this reference, sets
forth, to the extent applicable, the name, citizenship, residence or business
address, and present principal occupation or employment of each Reporting Person
and the name, principal business and address of any corporation or other
organization in which such employment is conducted. The Reporting Persons may
be deemed to be members of a "group" because the Reporting Persons are parties
to one or, in the case of Douglas H. Hanson, both of the two Shareholders'
Voting Agreements and Irrevocable Proxies described in Item 4 below.
To the best knowledge of each Reporting Person, during the last five years,
no Reporting Person has been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) or was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As discussed in Item 4, below, as of October 1, 1997, Mr. Douglas H. Hanson
obtained effective control of the Company by entering into a series of
agreements, including, among others, an agreement for the purchase by Mr. Hanson
of 1,225,000 shares of Common Stock from the Company for a purchase price of
$2,450,000, or $2.00 per share, and the purchase of an additional 275,000 shares
of Common Stock from four of the Company's shareholders, namely,
<PAGE>
Page 13
Messrs. Roy J. Dimoff, Christopher K. Philips, Jim D. Welch, and Kevin R.
Loud, for an aggregate purchase price of $550,000, or $2.00 per share. Mr.
Hanson also obtained warrants (the "Warrants") from the Company to purchase
up to 4,000,000 shares of Common Stock for a period of 18 months after the
issuance of the Warrants for an exercise price of $1.90 per share.
The source of all of the consideration for the purchase by Mr. Hanson of
the shares of Common Stock and the Warrants purchased from the Company and the
shares of Common Stock purchased from Messrs. Dimoff, Phillips, Welch, and Loud
was a loan made in the ordinary course of business by a bank as defined in
Section 3(a)(6) of the Securities Exchange Act of 1934, as amended (the
"Securities Exchange Act"). The identity of the bank has been omitted from this
Schedule 13D, pursuant to the rules and regulations of the Securities Exchange
Act, at the request of Mr. Hanson, and the identity of the bank has been filed
separately with the Securities and Exchange Commission. The loan bears interest
at the rate of 192 basis points (i.e., 1.92%) above the London Interbank Offered
Rate and has a term of two years. One-half of the outstanding principal, and
accrued interest thereon, is payable in January 1998, and the remainder of the
outstanding principal amount, and accrued interest thereon, is payable in
January 1999. The loan is secured by a pledge of all of the shares of Common
Stock that Mr. Hanson purchased from the Company and from Messrs. Dimoff,
Phillips, Welch, and Loud and of income anticipated to be received by Mr.
Hanson.
ITEM 4. PURPOSE OF TRANSACTION.
As of October 1, 1997, Mr. Douglas H. Hanson has obtained effective control
of the Company by entering into a series of agreements, described in detail
below, pursuant to which, among other things: (1) the Company issued and sold to
Mr. Hanson 1,225,000 shares of Common Stock for a purchase price of $2,450,000,
or $2.00 per share; (2) Mr. Hanson purchased 275,000 shares of Common Stock from
four of the Company's shareholders, namely, Messrs. Roy J. Dimoff, Christopher
K. Philips, Jim D. Welch, and Kevin R. Loud, for an aggregate purchase price of
$550,000, or $2.00 per share; (3) the Company agreed to issue to Mr. Hanson
warrants (the "Warrants") to purchase 4,000,000 shares of Common Stock for an
exercise price of $1.90 per share, subject to adjustment as described below; (4)
the Company granted Mr. Hanson incentive stock options to purchase 222,220
shares of Common Stock for an exercise price of $2.25 per share and
non-qualified stock options to purchase 377,780 shares of Common Stock for an
exercise price of $1.00 per share (collectively, the "Options"); (5) Mr. Hanson
obtained proxies from 10 shareholders of the Company to vote an aggregate of
2,169,294 shares of Common Stock held by such shareholders (which number
includes shares of Common Stock of which such persons have the right to acquire
beneficial ownership in the next 60 days through the exercise of warrants,
options, and other rights), of which an aggregate of 1,223,174 can be voted for
up to three years and the remainder can be voted only until the conclusion of
the next meeting of shareholders at which directors are elected; and (6) Mr.
Hanson was elected as a director and was elected the President, Chief Executive
Officer, and Chairman of the Board of Directors of the Company. The Options are
not exercisable until one year from the date of the grant thereof.
The ten shareholders from whom Mr. Hanson obtained proxies are identified
in Item 2,
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Page 14
above. Mr. Phillips is a director of the Company, Mr. Loud is the Vice
President - Business Development and the Secretary of the Company, and Mr. Roy
J. Dimoff was the President, Chief Executive Officer, and a director of the
Company. Mr. Mara is the Vice President - Commercial Sales of the Company and
Mr. Brian Dimoff is the Vice President - Customer Support Operations of the
Company.
A. Summary of Transactions.
The following brief summary and description of certain provisions of the
Stock Purchase Agreement between Douglas H. Hanson and Rocky Mountain Internet,
Inc., dated as of October 1, 1997; the Stock Purchase Agreement between Douglas
H. Hanson and Roy J. Dimoff, dated as of October 1, 1997; the Stock Purchase
Agreement among Douglas H. Hanson, Christopher K. Phillips, Jim D. Welch, and
Kevin R. Loud, dated as of October 1, 1997; the Warrant Agreement between Rocky
Mountain Internet, Inc. and Douglas H. Hanson, dated as of October 1, 1997; the
Registration Agreement between Rocky Mountain Internet, Inc. and Douglas H.
Hanson, dated as of October 1, 1997; the Shareholders' Voting Agreement and
Irrevocable Proxy among Douglas H. Hanson, Christopher K. Phillips, Jim D.
Welch, and Kevin R. Loud, dated as of October 1, 1997; and the Shareholders'
Voting Agreement and Irrevocable Proxy among Douglas H. Hanson, Brian Dimoff,
Paul B. Davis, Mike Mara, Monty Reagan, Roy J. Dimoff, Tim Scanlon, and Owen
Scanlon, dated as of October 1, 1997, pursuant to which Mr. Hanson obtained
effective control of the Company, do not purport to be complete summaries or
descriptions thereof and are subject to and are qualified in their entirety by
reference to such agreements, all of which are incorporated herein as exhibits
by reference to the Company's current Report on form 8-K, dated October 6, 1997
(date of event reported: October 1, 1997).
STOCK PURCHASE AGREEMENT BETWEEN DOUGLAS H. HANSON AND THE COMPANY
Pursuant to a Stock Purchase Agreement between Mr. Hanson and the Company,
dated as of October 1, 1997, the Company issued and sold to Mr. Hanson 1,225,000
shares of Common Stock for a purchase price of $2,450,000, or $2.00 per share.
In connection with the execution of this Stock Purchase Agreement, the
Board of Directors of the Company, in accordance with the Company's By-laws,
increased the number of directors from three to five and elected Mr. Hanson, Mr.
Reynaldo Ortiz, and Mr. D. D. Hock to be directors of the Company. Mr. Hanson
was elected as the Company's President, Chief Executive Officer, and Chairman of
the Board of Directors. Messrs. Ortiz and Hock were selected by Mr. Hanson, in
accordance with the terms of this agreement, to be nominated and elected as
directors of the Company. Contemporaneously with the election of Messrs.
Hanson, Ortiz, and Hock, Roy J. Dimoff resigned as the President, Chief
Executive Officer, and a director of the Company, and Gerald Van Eeckhout
resigned as the Chairman of the Board of Directors but will remain as a director
of the Company.
STOCK PURCHASE AGREEMENT BETWEEN DOUGLAS H. HANSON AND ROY J. DIMOFF
Pursuant to a Stock Purchase Agreement between Mr. Hanson and Roy J.
Dimoff, dated
<PAGE>
Page 15
as of October 1, 1997, Mr. Dimoff sold to Mr. Hanson 150,000 shares of Common
Stock for a purchase price of $300,000, or $2.00 per share.
Contemporaneously with this purchase and sale, Mr. Dimoff resigned as a
director and as President and Chief Executive Officer of the Company. In
addition, as discussed below, Mr. Hanson entered into a Shareholders' Voting
Agreement and Irrevocable Proxy with Mr. Dimoff and six other shareholders
pursuant to which Mr. Hanson obtained the right to vote certain shares of
Common Stock beneficially owned by Mr. Dimoff and such other shareholders.
STOCK PURCHASE AGREEMENT AMONG DOUGLAS H. HANSON, CHRISTOPHER K. PHILLIPS,
JIM D. WELCH, AND KEVIN R. LOUD
Pursuant to a Stock Purchase Agreement among Douglas H. Hanson,
Christopher K. Phillips, Jim D. Welch, and Kevin R. Loud, dated as of October
1, 1997, Mr. Hanson purchased 50,000 shares, 50,000 shares, and 25,000 shares
of Common Stock from Messrs. Phillips, Welch, and Loud, respectively, for an
aggregate purchase price of $250,000, in each case for $2.00 per share. In
addition, as discussed below, Mr. Hanson entered into Shareholders' Voting
Agreement and Irrevocable Proxy with Messrs. Phillips, Welch, and Loud
pursuant to which Mr. Hanson obtained the right to vote certain shares of
Common Stock beneficially owned by them.
REGISTRATION AGREEMENT
Contemporaneously with the execution of the agreements described above, the
Company entered into an agreement with Mr. Hanson to register all of the shares
of Common Stock purchased in the above-described transactions, i.e., those
shares purchased from the Company and those purchased from Messrs. Dimoff,
Phillips, Welch, and Loud, and the Warrants and shares of Common Stock that may
be issued pursuant to the exercise of the Warrants. The Company has agreed, not
later than thirty days after the closing of the transactions described above, to
use its commercially reasonable best efforts to file a registration statement
with the Securities and Exchange Commission for the registration of the shares
of Common Stock, the Warrants, and the shares of Common Stock issuable upon
exercise of the Warrants and to maintain the effectiveness of such registration
statement for a period of one year. The Company believes that, during the
period of effectiveness of such registration statement, Mr. Hanson may sell all
or any of the shares of Common Stock or Warrants subject thereto without
restriction.
WARRANT AGREEMENT
The Company entered into a Warrant Agreement with Mr. Hanson, dated as of
October 1, 1997, pursuant to which it agreed, subject to obtaining shareholder
approval for an increase in the authorized capital of the Company, to issue to
Mr. Hanson the Warrants, which entitle the holder thereof to purchase up to
4,000,000 shares of Common Stock for an exercise price of $1.90 per share, for a
period of 18 months from the date of issuance of the Warrants. As of the date
of this Schedule 13D, the Company does not have a sufficient number of shares of
its Common Stock authorized or reserved for issuance upon exercise of all of the
Warrants. Accordingly, the Warrants have not been issued to Mr. Hanson, and the
Company agreed that it would call a meeting of shareholders as soon as
reasonably practicable following the date of the
<PAGE>
Page 16
Warrant Agreement for the purpose, among other things, of amending the Company's
Certificate of Incorporation to increase the authorized capital of the Company.
As a result of the purchase by Mr. Hanson of the shares of Common Stock
described herein and the proxies, described below, obtained by Mr. Hanson, the
approval of such amendment by the Company's shareholders is assured.
The Warrants are subject to standard anti-dilution provisions and
adjustments in the number of shares of Common Stock that can be issued (and the
exercise price for which they can be issued) in the event of the payment by the
Company of cash or non-cash dividends, reorganizations, and other extraordinary
events.
SHAREHOLDERS' VOTING AGREEMENT AND IRREVOCABLE PROXY
Contemporaneously with the agreements described above, Mr. Hanson entered
into a Shareholders' Voting Agreement and Irrevocable Proxy with Messrs.
Phillips, Welch, and Loud pursuant to which Messrs. Phillips, Welch, and Loud
granted to Mr. Hanson their proxies to vote certain shares of Common Stock
owned by them as of the date of the agreement or acquired subsequent thereto
(including shares of Common Stock of which Messrs. Phillips, Welch, and Loud
have the right to acquire beneficial ownership in the next 60 days through
the exercise of warrants, options, and other rights). The proxies terminate
on the earlier of: (i) three years from the date of execution, i.e., October
1, 2000; or (ii) the date upon which any shares of Common Stock owned by the
grantor of a proxy are sold, transferred, assigned, or otherwise disposed of
(except by a pledge thereof) by such shareholder to a person other than: (A)
a member of such shareholder's "immediate family," as such term is defined in
Rule 16a-1(e) promulgated pursuant to the Securities Exchange Act, 17 C.F.R.
Section 240.16a-1(e), or (B) a trust for the benefit of any member of such
shareholder's immediate family; provided, however, that the termination
applies only to such shares of Common Stock as are sold, transferred,
assigned, or otherwise disposed of to persons other than members of the
shareholder's "immediate family." As of October 1, 1997 the number of shares
of Common Stock subject to these proxies was 1,223,174.
Mr. Hanson also entered into a Shareholders' Voting Agreement and
Irrevocable Proxy with Mr. Brian Dimoff, Mr. Paul B. Davis, Mr. Mike Mara, Mr.
Monty Reagan, Mr. Roy J. Dimoff, Mr. Tim Scanlon, and Mr. Owen Scanlon. The
terms of such agreement are similar to those of the agreement with Messrs.
Phillips, Welch, and Loud, except that the proxies granted pursuant to the
agreement with these seven shareholders expire immediately after the first
meeting of shareholders held after October 1, 1997 at which directors are
elected and the proxies will not terminate upon transfer of the shares of Common
Stock that are subject to the proxies. As of October 1, 1997, the number of
shares of Common Stock subject to these proxies was 946,120.
Mr. Hanson disclaims beneficial ownership of the shares of Common Stock as
to which he has been granted proxies, including the shares of Common Stock of
which the grantors of those proxies may acquire beneficial ownership in the next
60 days through the exercise of warrants, options, and other rights.
<PAGE>
Page 17
B. Purpose of the Transactions.
Mr. Hanson's purpose in entering into the agreements described above and
acquiring the shares of Common Stock and Warrants pursuant thereto is to acquire
a significant equity position in the Company and to control the management,
policies, and activities of the Company. In connection with such purchases,
three of Mr. Hanson's nominees, including Mr. Hanson, were elected to the
five-member Board of Directors of the Company as contemplated by the Stock
Purchase Agreement between Mr. Hanson and the Company. Mr. Hanson believes
that, as a result, he will have control over the management, policies, and
activities of the Company at least until immediately after the first meeting of
shareholders held after October 1, 1997 at which directors are elected.
Mr. Hanson may determine to purchase or otherwise acquire additional
shares of Common Stock or other equity securities of the Company by means of
open-market or privately negotiated purchases, the exercise of some or all of
the Warrants and/or the Options, or otherwise and may determine to sell or
otherwise dispose of some or all of the shares of Common Stock that he now
owns or may hereafter acquire. In addition, he may determine to sell or
otherwise dispose of some or all of the Warrants or Options, to the extent
that such securities may be sold, transferred, or otherwise disposed of.
The amount, timing, and conditions of any such possible acquisition or
disposition of any shares of Common Stock or other equity securities of the
Company by Mr. Hanson will depend upon the continuing assessment by him of
all relevant factors, including without limitation the following: the
Company's business and prospects; economic conditions generally and in the
telecommunications industry particularly; stock market and money market
conditions; the availability and nature of opportunities to purchase or
dispose of the securities of the Company owned by Mr. Hanson; the
availability and nature of opportunities for Mr. Hanson to purchase
additional securities of the Company; and other plans and requirements of Mr.
Hanson. Mr. Hanson has no intentions or plans at the current time with
respect to the purchase or sale of any shares of Common Stock, the Warrants,
Options, or any other equity securities of the Company. Depending upon his
assessment, from time to time, of the factors listed above, Mr. Hanson may
change his present intentions as stated above.
While they reserve the right to develop plans or proposals in the future
regarding the following items, at the present time none of the Reporting
Persons, identified in response to Item 2 of this Schedule 13D have any plans or
proposals that relate to or would result in any of the following:
(a) except as described above, the acquisition of additional securities of
the Company, or the disposition of securities of the Company;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(c) sale or transfer of a material amount of assets of the Company or any
of its subsidiaries;
<PAGE>
Page 18
(d) except as described above, any change in the present Board of
Directors or management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing vacancies on the
board;
(e) any material change in the present capitalization or dividend policy
of the Company, other than the change in the number of authorized shares of
Common Stock described above;
(f) any other material change in the Company's business or corporate
structure;
(g) except as described above with respect to the proposed amendment to
the Company's Certificate of Incorporation to increase the number of shares of
Common Stock authorized, any changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions that may impede the
acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to be delisted from a
national securities exchange or cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national security association;
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to those enumerated above.
<PAGE>
Page 19
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a), (b) The name, number of shares of Common Stock beneficially owned and
percentage of all outstanding shares of Common Stock of each Reporting Person is
as follows:
Number of Percentage of
Name Shares(1) Class(2)
---- --------- -----------
Douglas H. Hanson(3) 7,669,294 70.8%
Roy J. Dimoff(4) 363,739 5.4%
Kevin R. Loud(5) 466,600 7.0%
Jim D. Welch(6) 383,574 5.7%
Christopher K. Phillips(7) 373,000 5.6%
Brian Dimoff(8) 169,881 2.5%
Paul B. Davis(9) 243,600 3.6%
Mike Mara(10) 137,500 2.0%
Monty Reagan(11) 62,500 0.9%
Tim Scanlon(12) 62,500 0.9%
Owen Scanlon(13) 62,500 0.9%
------------------------ ----------- -----
Total of all such persons 7,790,794 71.3%
(1) Unless otherwise noted, each person has sole voting and dispositive
power over the shares listed opposite his name. For the purposes of the
table and the inside cover pages indicating the beneficial ownership of
each Reporting Person, shares of other members of the group have not been
attributed to each member.
(2) Shares of Common Stock that were not outstanding but that could be
acquired by a person upon exercise of any option, warrant, or other right
within the next 60 days are deemed outstanding for the purpose of computing
the percentage of outstanding shares beneficially owned by such person.
Such shares, however, are not deemed to be outstanding for the purpose of
computing the percentage of outstanding shares beneficially owned by any
other person. As of October 1, 1997, there were 6,708,229 shares of Common
Stock outstanding.
(3) Includes 1,500,000 shares beneficially owned directly by Mr. Hanson,
4,000,000 shares issuable upon exercise of the Warrants, and 2,169,294
shares as to which Mr. Hanson obtained the rights to vote pursuant to the
two Shareholders' Voting Agreements and Irrevocable Proxies described in
Item 4, above, and incorporated by reference as exhibits hereto.
(4) Includes 360,739 shares owned directly by Mr. Dimoff and options to
acquire 3,000 additional shares. Pursuant to, and in accordance with the
terms, provisions, and limitations set forth in, a Shareholders' Voting
Agreement and Irrevocable Proxy described in Item 4, above, and
incorporated by reference as an exhibit hereto, Mr.
<PAGE>
Page 20
Dimoff has granted to Mr. Hanson an irrevocable proxy to vote 338,739
shares currently owned by him and all shares that may be acquired by him
during the term of such agreement.
(5) Includes 458,500 shares owned directly by Mr. Loud and options to
acquire 8,100 additional shares. Mr. Loud has granted to Mr. Hanson an
irrevocable proxy to vote all shares currently owned by him or that may be
acquired by him pursuant to, and in accordance with the terms, provisions,
and limitations set forth in, a Shareholders' Voting Agreement and
Irrevocable Proxy described in Item 4, above, and incorporated by reference
as an exhibit hereto.
(6) All shares are owned directly by Mr. Welch. Mr. Welch has granted to
Mr. Hanson an irrevocable proxy to vote all shares currently owned by him
or that may be acquired by him pursuant to, and in accordance with the
terms, provisions, and limitations set forth in, a Shareholders' Voting
Agreement and Irrevocable Proxy described in Item 4, above, and
incorporated by reference as an exhibit hereto.
(7) All shares are owned directly by Mr. Phillips. Mr. Phillips has
granted to Mr. Hanson an irrevocable proxy to vote all shares currently
owned by him or that may be acquired by him pursuant to, and in accordance
with the terms, provisions, and limitations set forth in, a Shareholders'
Voting Agreement and Irrevocable Proxy described in Item 4, above, and
incorporated by reference as an exhibit hereto.
(8) Includes 149,881 shares owned directly by Mr. Dimoff and options to
acquire 20,000 additional shares. Pursuant to, and in accordance with the
terms, provisions, and limitations set forth in, a Shareholders' Voting
Agreement and Irrevocable Proxy described in Item 4, above, and
incorporated by reference as an exhibit hereto, Mr. Dimoff has granted to
Mr. Hanson an irrevocable proxy to vote all shares currently owned by
him and all shares that may be acquired by him during the term of such
agreement.
(9) Includes 112,500 shares owned directly by Mr. Davis and warrants to
acquire 132,250 additional shares. Mr. Davis has granted to Mr. Hanson an
irrevocable proxy to vote all shares currently owned by him or that may be
acquired by him pursuant to, and in accordance with the terms, provisions,
and limitations set forth in, a Shareholders' Voting Agreement and
Irrevocable Proxy described in Item 4, above, and incorporated by reference
as an exhibit hereto.
(10) Includes 75,000 shares owned directly by Mr. Mara and warrants to
acquire 62,500 additional shares. Pursuant to, and in accordance with the
terms, provisions, and limitations set forth in, a Shareholders' Voting
Agreement and Irrevocable Proxy described in Item 4, above, and
incorporated by reference as an exhibit hereto, Mr. Mara has granted to Mr.
Hanson an irrevocable proxy to vote all shares currently owned by him or
that may be acquired by him during the term of such agreement.
<PAGE>
Page 21
(11) All shares are owned directly by Mr. Reagan. Mr. Reagan has granted
to Mr. Hanson an irrevocable proxy to vote all shares currently owned by
him or that may be acquired by him pursuant to, and in accordance with the
terms, provisions, and limitations set forth in, a Shareholders' Voting
Agreement and Irrevocable Proxy described in Item 4, above, and
incorporated by reference as an exhibit hereto.
(12) All shares are owned directly by Mr. Scanlon. Mr. Scanlon has granted
to Mr. Hanson an irrevocable proxy to vote all shares currently owned by
him or that may be acquired by him pursuant to, and in accordance with the
terms, provisions, and limitations set forth in, a Shareholders' Voting
Agreement and Irrevocable Proxy described in Item 4, above, and
incorporated by reference as an exhibit hereto.
(13) All shares are owned directly by Mr. Scanlon. Mr. Scanlon has granted
to Mr. Hanson an irrevocable proxy to vote all shares currently owned by
him or that may be acquired by him pursuant to, and in accordance with the
terms, provisions, and limitations set forth in, a Shareholders' Voting
Agreement and Irrevocable Proxy described in Item 4, above, and
incorporated by reference as an exhibit hereto.
(c) Transactions in the class of securities reported on herein that were
effected in the last 60 days, other than those described above in Items 3 and 4,
are shown in Exhibit B hereto, which is incorporated herein by this reference.
(d) Except as set forth in Item 3 with respect to the pledge of the shares
of Common Stock by Mr. Hanson, no other persons is known to any Reporting Person
to have the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the securities reported on herein.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF ISSUER.
The information regarding the Stock Purchase Agreements, the Warrant
Agreement, the Registration Agreement, and the Shareholders' Voting Agreements
and Irrevocable Proxies set forth in Item 4 is incorporated in this Item 6 by
this reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following Exhibits are filed herewith:
Exhibit A Reporting Persons
Exhibit B Transactions in Common Stock Within the Past 60 Days
<PAGE>
Page 22
Exhibit C Joint Filing Agreement
Exhibit D Written agreements, contracts, arrangements, understandings,
plans, or proposals relating to the borrowing of funds to finance the
acquisition disclosed in Item 3(1)
Exhibit E Registration Agreement between Rocky Mountain Internet, Inc.
and Douglas H. Hanson, dated as of October 1, 1997(2)
Exhibit F Warrant Agreement between Rocky Mountain Internet, Inc. and
Douglas H. Hanson, dated as of October 1, 1997(3)
Exhibit G Shareholders' Voting Agreement and Irrevocable Proxy among
Douglas H. Hanson, Christopher K. Phillips, Jim D. Welch, and Kevin R. Loud,
dated as of October 1, 1997(4)
Exhibit H Shareholders' Voting Agreement and Irrevocable Proxy among
Douglas H. Hanson, Brian Dimoff, Paul B. Davis, Mike Mara, Monty Reagan, Roy J.
Dimoff, Tim Scanlon, and Owen Scanlon, dated as of October 1, 1997(5)
Exhibit I Stock Purchase Agreement between Douglas H. Hanson and Rocky
Mountain Internet, Inc., dated as of October 1, 1997(6)
Exhibit J Stock Purchase Agreement between Douglas H. Hanson and Roy J.
Dimoff, dated as of October 1, 1997(7)
Exhibit K Stock Purchase Agreement among Douglas H. Hanson, Christopher
K. Phillips, Jim D. Welch, and Kevin R. Loud, dated as of October 1, 1997(8)
- -------------------------
(1) To be filed by amendment.
(2) Incorporated by reference to Exhibit 4.8 to the Company's Current
Report on Form 8-K, dated October 6, 1997 (date of event reported: October 1,
1997).
(3) Incorporated by reference to Exhibit 4.9 to the Company's Current
Report on Form 8-K, dated October 6, 1997 (date of event reported: October 1,
1997).
(4) Incorporated by reference to Exhibit 4.10 to the Company's Current
Report on Form 8-K, dated October 6, 1997 (date of event reported: October 1,
1997).
(5) Incorporated by reference to Exhibit 4.11 to the Company's Current
Report on Form 8-K, dated October 6, 1997 (date of event reported: October 1,
1997).
(6) Incorporated by reference to Exhibit 10.1 to the Company's Current
Report on Form 8-K, dated October 6, 1997 (date of event reported: October 1,
1997).
(7) Incorporated by reference to Exhibit 10.2 to the Company's Current
Report on Form 8-K, dated October 6, 1997 (date of event reported: October 1,
1997).
<PAGE>
Page 23
(8) Incorporated by reference to Exhibit 10.3 to the Company's Current
Report on Form 8-K, dated October 6, 1997 (date of event reported: October 1,
1997).
<PAGE>
Page 24
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
October 11, 1996 /s/ Douglas H. Hanson
------------------------------
Douglas H. Hanson
/s/ Christopher K. Phillips
------------------------------
Christopher K. Phillips
/s/ Jim D. Welch
------------------------------
Jim. D. Welch
/s/ Kevin R. Loud
------------------------------
Kevin R. Loud
/s/ Brian Dimoff
------------------------------
Brian Dimoff
/s/ Paul B. Davis
------------------------------
Paul B. Davis
/s/ Mike Mara
------------------------------
Mike Mara
/s/ Monty Reagan
------------------------------
Monty Reagan
/s/ Roy J. Dimoff
------------------------------
Roy J. Dimoff
/s/ Tim Scanlon
------------------------------
Tim Scanlon
/s/ Owen Scanlon
------------------------------
Owen Scanlon
<PAGE>
EXHIBIT A
Reporting Persons
1. NAME: Douglas H. Hanson
2. RESIDENCE OR BUSINESS ADDRESS: 1099 Eighteenth Street, 30th Floor,
Denver, CO 80202
3. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME, PRINCIPAL BUSINESS
AND ADDRESS OF ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED: President,
Chief Executive Officer, and Chairman of the Board of Rocky Mountain Internet,
Inc., an Internet service provider, 1099 Eighteenth Street, 30th Floor, Denver,
CO 80202
1. NAME: Christopher K. Phillips
2. RESIDENCE OR BUSINESS ADDRESS: 4580 Star Ridge Drive, Colorado
Springs, CO 80916
3. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME, PRINCIPAL BUSINESS
AND ADDRESS OF ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED: Owner,
Thunderbird Engineering & Consulting, Inc., an engineering, design, and
consulting firm to Internet service providers, 4580 Star Ridge Drive,
Colorado Springs, CO 80916
1. NAME: Jim D. Welch
2. RESIDENCE OR BUSINESS ADDRESS: 1326 Sorrento Road, Colorado
Springs, CO 80910
3. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME, PRINCIPAL BUSINESS
AND ADDRESS OF ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED: Owner,
Maximum Performance, an Internet consulting firm, 1326 Sorrento Road,
Colorado Springs, CO 80910
1. NAME: Kevin R. Loud
2. RESIDENCE OR BUSINESS ADDRESS: 1099 Eighteenth Street, 30th Floor,
Denver, CO 80202
3. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME, PRINCIPAL BUSINESS
AND ADDRESS OF ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED: Vice
President - Business Development and Secretary of Rocky Mountain Internet, Inc.,
an Internet service provider, 1099 Eighteenth Street, 30th Floor, Denver, CO
80202
1. NAME: Brian Dimoff
2. RESIDENCE OR BUSINESS ADDRESS: 1099 Eighteenth Street, 30th Floor,
Denver, CO 80202
1
<PAGE>
3. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME, PRINCIPAL BUSINESS
AND ADDRESS OF ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED: Vice
President - Customer Support Operations, Rocky Mountain Internet, Inc., an
Internet service provider, 1099 Eighteenth Street, 30th Floor, Denver, CO 80202
1. NAME: Paul B. Davis
2. RESIDENCE OR BUSINESS ADDRESS: 5990 Greenwood Plaza Blvd.,
Englewood, CO 80111
3. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME, PRINCIPAL BUSINESS
AND ADDRESS OF ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED: Account
Executive, Niediger, Tucker, Bruner, Inc., a securities broker-dealer, 5990
Greenwood Plaza Blvd., Englewood, CO 80111
1. NAME: Mike Mara
2. RESIDENCE OR BUSINESS ADDRESS: 1099 Eighteenth Street, 30th Floor,
Denver, CO 80202
3. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME, PRINCIPAL BUSINESS
AND ADDRESS OF ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED: Vice
President - Commercial Sales, Rocky Mountain Internet, Inc., an Internet service
provider, 1099 Eighteenth Street, 30th Floor, Denver, CO 80202
1. NAME: Monty Reagan
2. RESIDENCE OR BUSINESS ADDRESS: 13789 West Kentucky Drive,
Lakewood, CO 80228
3. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME, PRINCIPAL BUSINESS
AND ADDRESS OF ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED: Account
Manager, Accugraph, Inc., a software development company, 5822 Cromo Drive,
El Paso, TX 79912
1. NAME: Roy J. Dimoff
2. RESIDENCE OR BUSINESS ADDRESS: 2625 South Jay Way, Lakewood, CO
80227
3. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME, PRINCIPAL BUSINESS
AND ADDRESS OF ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED:
1. NAME: Tim Scanlon
2. RESIDENCE OR BUSINESS ADDRESS: 6232 N. 32nd Street, Phoenix, AZ
85018
3. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME, PRINCIPAL BUSINESS
AND ADDRESS OF
2
<PAGE>
ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED: Account Executive,
Fox & Company Investments, Inc., a securities broker-dealer, 6232 N. 32nd
St., Phoenix, AZ 85018
1. NAME: Owen Scanlon
2. RESIDENCE OR BUSINESS ADDRESS: 2525 E. Camelback Road, Suite 300,
Phoenix, AZ 85016
3. PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME, PRINCIPAL BUSINESS
AND ADDRESS OF ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED: Account
Executive, Merrill Lynch, Pierce, Fenner & Smith Incorporated, 2525 E.
Camelback Road, Suite 300, Phoenix, AZ 85016
3
<PAGE>
EXHIBIT B
Transactions effected within the past 60 days in common Stock of Rocky Mountain
Internet, Inc.
Amount and type of
Date Securities Involved Price per unit
- ------------------------------------------------------------------------
09-18-1997 Bought 9,000 shares of $2.07
Common Stock
09-18-1997 Bought 10,000 Common Stock $0-3/8
Purchase Warrants
09-18-1997 Bought 4,000 shares of $0-3/8
Common Stock
10-09-1997 Bought 20,000 shares of $2-7/8
Common Stock
1
<PAGE>
EXHIBIT C
JOINT FILING AGREEMENT
JOINT FILING AGREEMENT (this "Agreement"), dated as of October 11, 1997,
by and among Douglas H. Hanson, Christopher K. Phillips, Jim D. Welch, and Kevin
R. Loud, Brian Dimoff, Paul B. Davis, Mike Mara, Monty Reagan, Roy J. Dimoff,
Tim Scanlon, and Owen Scanlon (collectively, the "Reporting Persons" and
individually a "Reporting Person").
WHEREAS, Douglas H. Hanson has entered into a Shareholders' Voting
Agreement and Irrevocable Proxy with Messrs. Christopher K. Phillips, Jim D.
Welch, and Kevin R. Loud, and a separate Shareholders' Voting Agreement and
Irrevocable Proxy with Messrs. Brian Dimoff, Paul B. Davis, Mike Mara, Monty
Reagan, Roy J. Dimoff, Tim Scanlon, and Owen Scanlon pursuant to which Messrs.
Phillips, Welch, and Loud, in the one case, and Messrs. Brian Dimoff, Davis,
Mara, Reagan, Roy J. Dimoff, Tim Scanlon, and Owen Scanlon, in the other case,
granted to Mr. Hanson a proxy to vote all shares of common stock, $0.001 par
value per share (the "Common Stock") of Rocky Mountain Internet, Inc., a
Delaware corporation (the "Company") owned by them as of the date of such
agreements, or thereafter acquired, pursuant to the terms and subject to the
conditions set forth in the respective agreements executed by them; and
WHEREAS, the parties hereto constitute a "group" with respect to the
beneficial ownership of the Common Stock subject to the separate Shareholders'
Voting Agreements and Irrevocable Proxies for purposes of Rule 13d-1 and
Schedule 13D promulgated by the Securities and Exchange Commission.
NOW, THEREFORE, in consideration of the mutual promises contained herein
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby confessed and acknowledged, the parties hereto agree as
follows:
1. The parties hereto shall prepare a single statement containing
the information required by Schedule 13D with respect to their respective
interests in the Common Stock (the "Reporting Group Schedule 13D"), and the
Reporting Group Schedule 13D shall be filed on behalf of each of them.
2. Each party hereto shall be responsible for the timely filing of
the Reporting Group Schedule 13D and any necessary amendments thereto, and for
the completeness and accuracy of the information concerning him contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning any other party contained therein, except to the extent
that he knows or has reason to believe that such information is inaccurate.
3. This Agreement shall continue unless terminated by any party
hereto.
-1-
<PAGE>
4. Douglas H. Hanson and Jeffrey A. Bartholomew, Esq. shall be
designated as the persons authorized to receive notices and communications with
respect to the Reporting Group Schedule 13D and any amendments thereto.
5. Each party shall promptly notify the other members of the "group"
if any of the information set forth in the Reporting Group Schedule 13D or any
amendments thereto is or becomes inaccurate in any material respect or if said
party learns of information that would require an amendment to the Reporting
Group Schedule 13D.
6. This Agreement may be executed in counterparts, each of which
taken together shall constitute one and the same instrument.
-2-
<PAGE>
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first above written.
/s/ Douglas H. Hanson
---------------------------------------
Douglas H. Hanson
/s/ Christopher K. Phillips
---------------------------------------
Christopher K. Phillips
/s/ Jim D. Welch
---------------------------------------
Jim. D. Welch
/s/ Kevin R. Loud
---------------------------------------
Kevin R. Loud
/s/ Brian Dimoff
---------------------------------------
Brian Dimoff
/s/ Paul B. Davis
---------------------------------------
Paul B. Davis
/s/ Mike Mara
---------------------------------------
Mike Mara
/s/ Monty Reagan
---------------------------------------
Monty Reagan
/s/ Roy J. Dimoff
---------------------------------------
Roy J. Dimoff
/s/ Tim Scanlon
---------------------------------------
Tim Scanlon
/s/ Owen Scanlon
---------------------------------------
Owen Scanlon
-3-
