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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
June 14, 2000
Date of Report (Date of earliest event reported)
USARadio.com, Inc.
(Exact name of registrant as specified in its charter)
Colorado 0-27053 84-1493151
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
2290 Springlake Road
Suite 107
Dallas, Texas 75234
(Address of principal executive (Zip Code)
offices)
972.484.3900
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS
On May 26, 2000, at the Annual Meeting of Shareholders of
USARadio.com, Inc., a Colorado corporation formerly known as
Ansel Project, Inc. ("USARadio-Colorado"), the shareholders of
USARadio-Colorado approved a proposal to reincorporate the
company in Delaware (the "Reincorporation") pursuant to an
Agreement and Plan of Merger, dated April 10, 2000 (the "Merger
Agreement"), between USARadio-Colorado and USARadio.com, Inc., a
Delaware corporation and a wholly-owned subsidiary of USARadio-
Colorado ("USARadio-Delaware"). The Merger Agreement is filed
with this Current Report as Exhibit 2.1. The Reincorporation was
effected on June 14, 2000 by merging USARadio-Colorado with and
into USARadio-Delaware (the "Merger"). The Reincorporation
changed the legal domicile of the company from Colorado to
Delaware, but did not result in a change in the principal
offices, business, management, capitalization, assets or
liabilities of the company. By operation of law, USARadio-
Delaware succeeded to all the assets and assumed all the
liabilities of USARadio-Colorado.
Upon the effectiveness of the Merger:
* USARadio-Colorado ceased to exist and USARadio-Delaware
continued to exist in its present form under the name
"USARadio.com, Inc."
* Each outstanding share of common stock of USARadio-
Colorado, no par value per share, was automatically
converted into one (1) fully paid and nonassessable
share of common stock of USARadio-Delaware, par value
$.001 per share.
* The certificate of incorporation and bylaws of USARadio-
Delaware effectively replaced the articles of
incorporation and bylaws of USARadio-Colorado. A copy
of the certificate of incorporation of USARadio-
Delaware is filed with this Current Report as
Exhibit 3.1, and a copy of the bylaws of USARadio-
Delaware is filed with this Current Report as
Exhibit 3.2.
The foregoing description of the Merger is qualified in its
entirety by reference to the full text of the Merger Agreement
and to the description of the Reincorporation set forth in
USARadio-Colorado's Information Statement with respect to the
Annual Meeting of Shareholders of the Company held on May 26,
2000. The Company filed the Information Statement with the U.S.
Securities and Exchange Commission on May 4, 2000.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not Applicable.
(b) Not Applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated April 10,
2000, by and between USARadio-Colorado and
USARadio-Delaware.
3.1 Certificate of Incorporation of USARadio-Delaware.
3.2 Bylaws of USARadio-Delaware.
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SIGNATURE
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 the undersigned hereunto duly authorized.
USARadio.com, Inc.
Date: June 15, 2000
By: /s/ ROBERT MARLIN MADDOUX
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Robert Marlin Maddoux
Chief Executive Officer
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INDEX TO EXHIBITS
Exhibit Description
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2.1 Agreement and Plan of Merger, dated April 10,
2000, by and between USARadio-Colorado and
USARadio-Delaware.
3.1 Certificate of Incorporation of USARadio-
Delaware.
3.2 Bylaws of USARadio-Delaware.
