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): May 24, 2000
Antennas America, Inc.
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(Exact name of registrant as specified in its charter)
Utah 000-18122 87-0454148
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
4860 Robb Street, Suite 101, Wheat Ridge, Colorado 80033-2163
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 421-4063
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Item 2. Acquisition or Disposition of Assets
On May 24, 2000, the Registrant consummated a transaction providing for
the merger of Winncom Technologies, Inc. ("Winncom") with and into Winncom
Technologies Corp., a wholly owned subsidiary of the Registrant ("Sub"). As
consideration for relinquishing their stock in Winncom, Gregory E. Raskin and
Michael L. Maly, the stockholders of Winncom, received aggregate consideration
of $12 million, consisting of a total of $3 million in cash, a promissory note,
face amount $1.5 million, payable in 90 days from the closing date, a promissory
note, face amount $1.5 million payable in 180 days from the closing date, and $6
million in shares of the restricted common stock of the Registrant, calculated
based on the average weighted trading price on the closing date. The amount of
consideration given was determined based on arms-length negotiations between the
parties. Winncom's assets include cash, accounts receivable, inventory and
computer and manufacturing equipment. No material relationship exists between
the Registrant, or any of its affiliates, directors or officers of the
Registrant, or any associate of any such directors or officers, and Mr. Raskin
or Mr. Maly. The Company's utilized its existing cash reserves for the cash paid
at closing, and intends to obtain additional equity financing as the source of
funds to pay the promissory note.
Item 5. Other Events.
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On May 30, 2000, the Registrant issued a press release announcing the
merger of Winncom Technologies, Inc. into a wholly owned subsidiary of the
Registrant. A copy of the press release is attached to this Report on Form 8-K
as Exhibit 99.1.
Item 7. Financial Statements And Exhibits.
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(c) The financial statements, which are not included in this
report, will be filed not later than 60 days after June 8,
2000.
Exhibit Index
Exhibit
Number Description
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2.1 Agreement Between And Among Winncom Technologies, Inc., Winncom
Technologies Corp. and Antennas America, Inc. dated May 24, 2000.
99.1 Press release issued by the Registrant dated May 30, 2000.
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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.
Date: June __, 2000 ANTENNAS AMERICA, INC.
By:
Randall R. Marx,
Chief Executive Officer
